MOA & AOA in the UAE: A Practical Guide for UK Founders
Diversifying your UK business in the UAE is thrilling, with a new marketplace, international connectivity, and a tax-friendly business regime. But first, you’ll encounter some critical legal processes that will feel familiar but very different from your experience in the UK.
Two documents are downright essential: your Memorandum of Association (MOA) and Articles of Association (AOA). In the UK, they’re routinely thought of as formality documents filed at Companies House. In the UAE, they’re live, binding contracts that set out your company’s very existence.
If you’re a British entrepreneur with ambitions to establish a presence in Dubai, Abu Dhabi, or a UAE free zone, learning about these documents is not a choice, it is a strategy. Let us clarify the questions founders typically ask.
Why are MOA & AOA important for UK Entrepreneurs Establishing in the UAE?
In the UAE, your MOA and AOA serve more purposes than simply establishing that your company is in existence.
- It specifies your authorised business activities (which have to be identical to your trade license).
- It sets out ownership and profit-sharing agreements in terms that are legally binding.
- It states how your firm is governed and managed.
- It serves as the point of reference for regulators, banks, and courts in cases of dispute.
In the UK, post-2009 reforms included the MOA in the incorporation process, but it has no active role. The Articles continue to be the primary governing document. In the UAE, the MOA is still an active legal agreement among shareholders, and both documents are required for compliance.
For UK founders, what that means is you need to exercise more caution and precision when drafting them than you would at home.
What is the Memorandum of Association (MOA) in the UAE, and what does it consist of?
The MOA is the company’s charter. It stipulates:
- Your company name and legal structure (LLC, branch, PJSC, etc.)
- Official office address
- Particular business activities (selected from an approved list)
- Shareholding percentages
- Share capital amount and form
- Profit-sharing arrangements
- Liability of shareholders
It is executed by all shareholders and usually notarised (in the case of mainland companies). Without it, your company cannot be licensed.
What are the Articles of Association (AOA) in the UAE, and what are they about?
The AOA is your internal governance rulebook. It deals with:
- How shareholder and board meetings are run
- Appointment, powers, and removal of managers or directors
- Voting rights and decision-making processes
- Declaration and payment of dividends
- Transfer of shares and pre-emptive rights
- Methods for resolving disputes
- Even one-shareholder companies usually have an AOA, as mandated by the authority.
Why does the UAE law require MOA and AOA for company incorporation?
Because, according to the UAE Commercial Companies Law, both documents need to explicitly lay out important information including:
- The shareholders’ relationship
- The ambit of the legal power of the company
- The governance and management regulations
- The compliance requirements with the regulator
This is applicable for both mainland companies and most of the free zones.
How are MOA & AOA Different in the UAE versus the UK?
Here’s where many UK entrepreneurs get caught off guard:
| Aspect | UK | UAE |
| MOA Status | Historic, not used post-incorporation | Active, enforceable legal document |
| AOA Flexibility | Can be amended internally with shareholder approval | Amendments often require notarisation and government approval |
| Language | English only | Bilingual (Arabic-English), Arabic prevails in disputes |
| Amendments | Simple filing with Companies House | Legalisation, attestation, and regulator sign-off |
| Business Activities | Broad scope allowed | Must match DED or free zone activity list exactly |
What steps should UK founders follow to prepare a MOA & AOA in the UAE?
1. Select your company type, LLC, free zone company, or branch.
2. Specify business activities, choose specific codes from the DED (mainland) or free zone list.
3. Determine shareholding and distribution of profit, even for 100% foreign-owned entities, the MOA should specify ownership and profits.
4. Appoint managers or directors, their powers, role, and term of office are typically specified in the MOA/AOA.
5. Prepare the documents, preferably with a UAE-based lawyer or business consultant.
6. Notarise or obtain authority approval, the mainland needs a notary public approval, most free zones provide online approval.
Who can prepare my MOA & AOA — lawyer, business consultant, or me?
There are templates available, but UK founders are cautioned against self-preparation.
- Lawyers confirm clauses are compliant with UAE law.
- Business setup consultants ensure documents meet licensing requirements.
- Self-preparation may lead to non-compliance or unenforceable clauses.
How are MOA & AOA different for mainland vs. free zone companies in the UAE?
Mainland: Subject to the UAE Commercial Companies Law, requires notarisation, and takes more formalised formats.
Free zones: Subject to their own regime (DMCC, DIFC, ADGM, etc.), tend to provide pre-approved templates, and can be more accommodating.
What free zone MOA & AOA clauses can be tailored?
Free zones tend to permit alterations to:
- Profit ratios for distribution
- Conditions of share transfers
- Means of resolving disputes (including foreign arbitration)
- Terms of liquidation
What MOA clauses are most important for UK founders in the UAE?
Business activities — it has to be identical to the license.
Shareholding & profit distribution — must be specific.
Capital requirements — minimums differ across jurisdictions.
Rules of share transfers — usually subject to pre-emptive rights.
Resolution of disputes — arbitration versus local courts.
What AOA clauses tend to create issues for UK founders if not given attention to?
Quorum rules — may hinder decision-making if too high.
Voting thresholds — particularly for significant changes.
Director appointment/removal — some mandate unanimous approval.
Dividend procedures — not necessarily automatic.
How do I notarise and issue my MOA & AOA in the UAE?
Mainland — Execute in front of a UAE notary public and submit to DED or the concerned emirate’s authority. Free zone — Submit online via the free zone platform, no notary required in most instances.
How long does approval of MOA & AOA take in mainland versus free zones?
Mainland — 2–5 working days from the finalisation of the draft.
Free zones — Usually 1–3 working days.
When and how can I modify my MOA or AOA after getting the UAE business license?
You can modify it when:
- Addition/removal of shareholders
- Alteration of business activities
- Modification of profit-sharing ratios
- Increase or reduction in share capital
Process:
- Draw up an amendment resolution
- Notarise and/or obtain free zone authority approval
- Amend bilingual versions
- Notify banks and contractual partners
What are the consequences of failure to comply with MOA & AOA in the UAE?
- Suspension of license or fines
- Freezing of bank accounts
- Unenforceable contracts at law
- Delay in the resolution of disputes
How can UK founders ensure their interests in UAE joint ventures or partnerships are safeguarded?
- Clearly specify decision-making authorities
- Add deadlock-breaking provisions
- Safeguard minority shareholders with veto powers
- Establish clear exit plans in MOA and stand-alone shareholder agreements
What are the best practices for UK founders drafting MOA & AOA in the UAE?
- Always draft bilingual Arabic-English copies and check translations.
- Steer clear of generic templates — make them industry-specific and structured.
- Design in flexibility for potential expansion or change of activities.
- Select conflict resolution clauses that are effective for cross-border businesses.
- Work with advisors who understand both UK and UAE corporate law.
How do MOA & AOA provide the foundation for a successful UAE expansion?
Your MOA and AOA are not just certification documents. They:
- Establish your operating parameters
- Secure shareholder rights
- Ensure clarity in conflicts
- Keep you regulator-compliant
For UK founders, drafting these with foresight and precision means you’re not just ticking a box, you’re building a legal and operational foundation that supports long-term success in the UAE.
Spreading your UK business to the UAE can unlock profitable markets, key worldwide positioning, and huge tax benefits unless, of course, your company’s legal footing is not strong.
Your AOA and MOA are not formalities, they are living contracts in the UAE that stipulate just what your business can and cannot do, who owns it, and how it is run.
In contrast to the UK, where corporate governance can be tweaked quite easily, these documents in the UAE are closely linked to your trade license, shareholder rights, and regulatory compliance, so precision and vision are essential from day one.
A drafted, bilingual MOA and AOA will protect your interests, avoid operating bottlenecks, and provide you with leverage in partnerships or disputes. For British entrepreneurs, the takeaway is straightforward: do not make these documents an afterthought.
Tackle them strategically, collaborate with proven UAE-based legal professionals, and ensure that each clause captures your immediate needs as well as your long-term aspirations. Executed correctly, they won’t merely keep you compliant, they’ll provide you with the clarity and stability to succeed in the UAE for years to come.
Seek our professional on-the-ground guidance, contact us via mail at info@radiantbiz.com or WhatsApp & call us at +44 7398 573313!
