Memorandum of Association (MOA)

The constitutional document setting out shareholding, capital, management powers and the objects of the company. For mainland companies it is notarised; free zones generally use their own standard-form articles. It governs what happens when shareholders disagree, which is the moment anyone reads it.

Where it comes up

The memorandum sets shareholding, capital, management authority and the objects of the company. Nobody reads it until shareholders disagree, at which point it is the only document that matters.

What it costs

Drafting and notarisation fees for mainland companies. Free zones generally use standard-form articles at no separate cost.

Who it applies to

Every company with more than one shareholder, and most single-shareholder companies too.

How it actually goes

1. Draft to formMainland companies use the authority's template with limited room to vary. Free zones and the common-law jurisdictions allow bespoke articles.
2. Fix the commercial termsShare capital, shareholding percentages, the objects, how managers are appointed and removed, and how shares transfer.
3. ExecuteBefore a notary public for mainland companies; before the registrar or under the zone's own procedure in a free zone. Absent shareholders sign through a notarised and attested power of attorney.
4. Amend when things changeShare transfers, capital changes and new activities all require a notarised amendment, not a side letter.

The template is written for the authority's convenience, not yours. Deadlock, drag-along and exit provisions are worth negotiating before signature, because amending afterwards means notarisation, fees and every shareholder in the room again.

In short

• Sets shareholding, capital and management authority
• Notarised for mainland companies
• Amendments require a formal process and fee

Where this leads

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