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A Company Constitution (sometimes referred to as the Memorandum and Articles of Association or MOA/AOA) is a legal document that sets out the internal governance structure of a business. It defines how the company will operate, the powers and duties of directors and shareholders, the rules for decision-making, profit distribution, share transfer, dispute resolution, and more.
It acts as the playbook for how your company is run—both internally among partners and externally when dealing with regulators or investors.
1. Legal Compliance: Dubai's authorities require a constitution (MOA/AOA) for company registration, and it's legally binding.
2. Ownership Clarity: It outlines shareholding structures, equity stakes, and voting rights.
3. Operational Control: Establishes clear roles and responsibilities for directors, managers, and shareholders.
4. Risk Mitigation: Helps prevent internal conflicts, especially in multi-partner businesses.
5. Investor Readiness: Essential for due diligence when raising funds or entering joint ventures.
While the exact contents may vary depending on your business activity and jurisdiction (Mainland, Free Zone, or Offshore), the core elements typically include:
• Company Name & Legal Form: Defines the entity's name, jurisdiction, and type (LLC, FZE, etc.).
• Business Activities: Specifies the permitted activities as per your trade license.
• Shareholder Details: Names, nationalities, shareholdings, and capital contributions.
• Directors & Managers: Appointment process, powers, terms, and removal guidelines.
• Voting Rights: How decisions are made, voting thresholds, and quorum requirements.
• Profit Distribution: Policies for dividends and financial reserves.
• Share Transfers: Rules for selling or transferring shares to new parties.
• Amendments & Dissolution: Procedures for modifying the constitution or winding down the company.
• Dispute Resolution: Legal mechanisms for handling disagreements among stakeholders.
• Mainland Companies: Governed by the UAE Commercial Companies Law; standard MOAs must often be notarized. Local service agents or Emirati partners may be required depending on the activity.
• Free Zone Companies: Each Free Zone authority has its own format and rules. MOAs are usually more flexible and may include provisions for 100% foreign ownership.
• Offshore Companies: Typically used for holding assets or international operations. The constitution focuses on asset protection, confidentiality, and nominee structures.
Free Zones and government portals often provide templates, but these are basic and may not suit complex ownership structures or international plans. At PrimeBiz Hub, we offer tailored constitution drafting and legal review services to ensure your document reflects your business goals, protects your interests, and complies with UAE laws.
• Advising on the optimal corporate structure based on your needs
• Coordinating with UAE notaries, free zone authorities, and legal experts
• Handling amendments, restructures, and updates to your constitution
Your Company Constitution is more than paperwork—it's the DNA of your business. Whether you're a solo founder or part of a multi-partner enterprise, getting it right from day one ensures clarity, control, and credibility.
Contact PrimeBiz Hub today to ensure your company setup is built on a foundation of legal strength and strategic foresight.
Yes. All companies, regardless of jurisdiction, must submit a Memorandum and/or Articles of Association during the registration process.
Yes, amendments are possible but typically require partner resolutions and approvals from relevant authorities.
In the absence of detailed provisions, UAE commercial laws will apply—which may not always favor your position. A well-drafted constitution helps avoid such pitfalls.
With PrimeBiz Hub, we can typically draft or review your company constitution within 2-3 business days, depending on complexity.
Yes. Most Free Zones in the UAE permit full foreign ownership, which will be reflected in your company constitution.
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