Memorandum of Association: what it means for UAE businesses.

What memorandum of association means

Also called: MoA, MOA.

The Memorandum of Association (MoA) is the founding contract between a company's partners. For a mainland business it is required for civil companies, limited liability companies and joint stock companies. Article 14 of the Commercial Companies Law says the MoA and every amendment must be written in Arabic and authenticated by the competent authority, or they are void. Where a foreign language version exists, the Arabic text is the one applied in the UAE. Article 15 adds that the MoA must be entered in the Commercial Register before it can be relied on against third parties.

The law lists what it must contain, including the partners, the name and object, the head office and branches, the capital and each partner's share, the managers and signatories, the financial year, and how profits and losses are shared (Article 42, applied to LLCs by Article 73).

The MoA feeds straight into the accounts and the tax file. The capital it records should match share capital in the balance sheet, its financial year normally becomes the Corporate Tax period, and the ownership it shows is the starting point for the beneficial owner register. Since the 2025 amendments, an LLC's MoA can also set share classes, drag along and tag along rights, and rules for a deceased partner's shares.

How it works

• Authentication is by the competent authority in person or by electronic signature, or before a notary public where the authority decides (Article 14).
• Any change to registered particulars, such as name, address, capital, number of partners or legal form, must be notified to the competent authority and the registrar within 15 working days (Article 15).
• The Corporate Tax Law uses the 12 month period for which financial statements are prepared as the financial year (Article 57); changing the tax period later needs an application to the Federal Tax Authority (Article 58).
• Share classes with different value, voting, redemption or profit rights must be set out in the MoA and recorded in the Commercial Register (Article 76, Clause 4, added in 2025).
• Free zone companies follow their own zone's rules on constitutional documents.

Worked example

Two partners own a Sharjah LLC 60:40, and its MoA splits profit in the same ratio. Net profit after Corporate Tax for the year is AED 520,000.

Net profit after Corporate Tax	AED 520,000
Statutory reserve at 5%	AED 26,000
Profit available for distribution	AED 494,000
Partner A share at 60%	AED 296,400
Partner B share at 40%	AED 197,600

The split comes from the MoA, so if the partners want a different split, the MoA is the document to amend and register.

Common mistakes

• Changing ownership or capital through a side agreement without amending and registering the MoA. Unregistered changes do not bind third parties.
• Letting the financial year in the MoA drift from the year the accounts and Corporate Tax returns actually use.
• Relying on the English translation in a dispute. The Arabic text is the one applied in the UAE.

The law

• Federal Decree-Law No. 32 of 2021 on Commercial Companies, Articles 14, 15, 42 and 73
• Federal Decree-Law No. 20 of 2025, Article 1 (Articles 14 and 76 replaced), Arabic text
• Federal Decree-Law No. 47 of 2022, as amended, Articles 57 and 58 (Tax Period and change of Tax Period)

Frequently asked questions

Does a sole establishment need a Memorandum of Association?

No. The Ministry of Economy and Tourism lists an MoA for civil companies, LLCs and joint stock companies, and a local service agent agreement for a sole proprietorship.

Is the MoA the same as the beneficial owner register?

No. The MoA names the legal partners. The beneficial owner register names the individuals who ultimately own or control 25% or more, so where a partner is itself a company, you trace ownership up to the people behind it.

Related terms

Limited liability company · Share capital · Ultimate beneficial owner · Mainland company · Trade licence. See every term in the UAE tax glossary.

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