A Memorandum of Association (MOA) — also called Articles of Association in some jurisdictions — is the constitutional document of a UAE company. It sets out the company’s name, objectives, share capital, and governance rules.
Is an MOA Required for All UAE Free Zone Companies?
For most UAE free zone company types (FZE — single shareholder, FZCO — multiple shareholders, and FZ-LLC), an MOA is required as part of the incorporation process. The free zone authority provides a standard MOA template that you complete and sign. Some free zones (DIFC, ADGM) require bespoke Articles of Association for companies with complex governance arrangements.
Key Clauses in a UAE Free Zone MOA
- Company Name and Registered Address: Must match the free zone licence details exactly
- Business Objects/Activities: List of permitted activities — must correspond to the free zone-approved activities on the licence
- Share Capital: Total authorised capital and division into shares; minimum capital varies by free zone (some require AED 50,000, others have no minimum)
- Shareholder Details: Names, nationalities, and percentage ownership of each shareholder
- Director/Manager Details: Appointment and powers of directors or managers
- Profit Distribution: Rules for dividend distribution (typically pro-rata to shareholding unless otherwise specified)
- Liquidation: Process for winding up the company
MOA Amendment Process
To amend the MOA (e.g., add a shareholder, change share capital, or update activities), submit a board/shareholder resolution to the free zone authority with the proposed amendments. The free zone issues an updated MOA. Amendment fees: AED 500–2,000 depending on the type of change and the free zone.