The corporate structure of an organization could also change along with its growth. The addition of a shareholder, change in ownership, alteration of the name of the firm, change in business operations, and even modification of the share capital could call for an amendment of the Memorandum of Association (MOA).
Knowing how to Amend Memorandum of Association UAE could help business owners ensure that all the necessary documentation is completed. It should be known that the procedure for amending MOA could vary depending on whether the company is operating from mainland UAE or in one of the free zones.
This article would discuss how MOA can be amended in UAE, common cases where the change needs to be done, the necessary documentation, cost of such an amendment, and other important details about the procedure.
What Is a Memorandum of Association (MOA)?
The Memorandum of Association is a legal document containing essential details of a company including ownership and other constitutional provisions as per the nature of the business.
For companies that require an MOA, it may contain information such as:
- Name and organizational form of the company.
- Shareholders/partners of the company.
- Capital and shareholdings.
- Objectives and authorized activities of the business.
- Management and operational regulations of the company.
The MOA assists in laying out the legal environment in which a business organization will be operating. Changes in certain information might require that the document is amended and approval is sought from the license issuing body.
Why Do Companies Need to Amend Their MOA in the UAE?
Businesses may need to update their MOA for several reasons. The exact requirements depend on the proposed change and the company’s legal structure.
1. Adding or Removing a Shareholder
With the entry of a new investor into the company or the exit of a current one, there might be a need for updating the information about the ownership. This might require the transfer of shares, ownership ratios, and the MOA.
2. Changing the Company Name
A change of name of a business can result into change of the name of the registered company. In most cases, the suggested name will have to be authorized by the licensing authority before changing the official records.
3. Changing Share Capital
A business can opt for increasing or reducing the company’s capital structure depending on the nature of the transaction that has been undertaken. In some cases, such transactions may call for certain resolutions.
4. Modifying Business Activities
In case the organization intends to enter into new business or discontinue any ongoing one, there is a need to modify its trade license and, in case it is applicable, the Memorandum of Association. It is required for the authority to check whether the planned activities are legally allowed.
5. Updating Management or Other Company Provisions
However, some variations related to management powers, company governance, or other constitutional terms would necessitate modifications to the MOA/AOA according to the organizational structure of the business entity.
How to Amend Memorandum of Association UAE: Step-by-Step Process
In the UAE, the process of amending an MOA includes drafting the amendment proposal, obtaining the necessary approvals, providing any necessary documentation, and updating the company’s records.
Step 1: Identify the Required Amendment
Start by determining exactly what needs to change in your company’s existing MOA.
Common amendments include:
- Shareholder changes or percentage changes.
- Changes in share capital.
- Change in company name.
- Change in management or constitutional changes.
- Other changes that become necessary after reorganization of the business.
Review the existing MOA carefully and identify the clauses affected by the proposed changes.
Step 2: Contact the Relevant Licensing Authority
The next thing that should be done is the determination of who has the authority to do the amendment on your registration documents.
In the case of a mainland company registered in Dubai, the process usually follows the process in Dubai Department of Economy and Tourism (DET) or the designated agencies. The other Emirates also have their competent licensing authorities.
In the case of free zone companies, the process is usually forwarded to the appropriate free zone authority.
Step 3: Obtain the Necessary Shareholder Approval
Approval for many amendments is needed via a resolution adopted by the shareholders or partners. The voting threshold and procedure for the adoption of the resolution are dependent on the form of the enterprise, its constituent documents, and regulation.
For some companies, the general assembly resolution is mandatory.
Draw up the resolution including the suggested changes. Obtain the signatures of the relevant shareholders or their representatives where appropriate.
Step 4: Prepare the Amended MOA
The edited document must represent the changes adopted while avoiding contradictions with the company’s records.
Based on the nature of the change that will be effected, you might need to:
- A new MOA or amendment annex.
- A resolution from a shareholder or partner.
- Ownership or capital information.
- Documents supporting the change.
The document may need to be signed, notarised, attested, or authenticated according to the applicable authority’s requirements.
Step 5: Submit the Application and Supporting Documents
Send your application through the appropriate portal or service center.
Make sure all information matches the details registered for the business entity, and also ensure that all documents are in good shape. If there are any discrepancies with the signature, or ownership details, your application will not be processed.
Step 6: Pay the Applicable Fees
After setting out the requirements for the application process, you should then pay the necessary government charges.
The exact amount to be paid will depend on the nature of the amendments, jurisdiction of the company, nature of the business, among others.
Step 7: Receive Approval and Update Company Records
The relevant authority will then either accept the proposed amendment or require further information.
Upon acceptance of the amendment, you should have access to the updated MOA or amendment annex and other licenses or registration documents for the modification.
Make sure that these accepted documents are filed along with your company records and other pertinent documents such as banking and stockholder records.
Documents Required for the MOA Amendment Process UAE
Depending on the kind of amendment, there may be certain documents needed for submission to the licensing authority. It is advisable for businesses to get a check list specific to their situation prior to making the application.
Commonly requested documents may include:
- Memorandum of Association.
- Trade Licence / Certificate of Incorporation.
- Passport and Identity documents of the concerned shareholders / authorized signatories.
- Resolution by the shareholders or partners authorizing the change.
- Draft of the amended MOA / annexure to the MOA.
- Power of Attorney (if any authorized representative of the company is making the change).
- Other documentation in support of the change.
Shareholders’ documents, notarization, or embassy attestation documents may also be required in case of some free zones.
Tip: Be sure to find out whether your region requires the full redrafting of the MOA or just an amendment to it. Preparing the wrong kind of document will only cost you time.
MOA Amendment Fees UAE: What Should You Expect?
The MOA amendment fees UAE vary according to the jurisdiction, company type, and nature of the amendment. There is no single fee that applies to every UAE company.
Your total cost may include:
| Fee component | What it covers |
| Government or licensing fees | Processing and approving the amendment |
| Notary fees | Notarisation of documents, where required |
| Document attestation | Authentication of eligible documents, where applicable |
| Service or professional fees | Assistance with preparation and submission |
| Additional amendment charges | Other approvals, registrations, or licence updates, where applicable |
As an instance, Dubai Development Authority quotes a fee of AED 500 for their unique services that deal with the amendment of the Articles of Association, along with AED 10 per each Knowledge Dirham and Innovation Dirham fees. It is a unique fee and is not supposed to be considered the cost of MOA amendment in general.
Make sure you request a detailed list of the required fees prior to application.
How Long Does It Take to Amend an MOA in the UAE?
The processing times will vary on the basis of the jurisdiction of the business entity, the nature of amendment, and other factors.
Simple amendments can be processed fairly rapidly, while those that involve transfer of ownership, share capital, corporate shareholders, or require various other approvals could take more time.
To help avoid delays:
- Provide all correct documents.
- Get all the necessary shareholder approval prior to submission.
- Ascertain the process for notarization and certification.
- Answer queries for any further information immediately.
- Determine whether there is a need to amend the trade license or other company documents too.
The expected completion date should be verified by the respective agency to avoid making any business decisions that rely on this information.
Common Mistakes to Avoid When Changing a Company MOA in Dubai
Businesses can reduce administrative delays by avoiding these common mistakes:
- Utilization of wrong documents: The usage of an outdated MOA or an incomplete annexure in the amendment procedure can compel the authority to make alterations in the process.
- Lack of shareholder approvals: Failure to secure the necessary resolutions or signatures can hinder the completion of the process.
- Ignoring licensing requirements: Alteration in business activities, ownership pattern, and information on the company can necessitate more than just MOA amendment.
- Assumption that the procedure would be the same in all free zones: Each free zone can have its own forms, charges, approval process, and documentation.
- Amend MOA but ignore other documents: Once the amendment has been approved, one must check on other documents such as trade license, bank, and beneficial ownership information.
How E-Startup Can Help With MOA Amendments in the UAE
Modifying a Memorandum of Association is not just a simple act of modifying some lines of a document; there are processes that companies have to go through in order for that document to be altered.
E-Startup can provide assistance to businesses with regard to setting up their companies as well as other corporate services within the United Arab Emirates. If you require to modify your company’s ownership and structure, professional help can prove useful to you.
Explore E-Startup’s Business Setup in UAE services to learn more about available business setup support.
Before proceeding, confirm the scope of assistance available for your particular MOA amendment and the requirements of your licensing authority.
Conclusion
Amending Memorandum of Association becomes a significant process during any change in company ownership, capital or company name, etc., in UAE. The right MOA amendment process in UAE will allow organizations to ensure accuracy of company data and compliance with the requirements.
Before applying, it is recommended to verify the requirements of the authority, get approvals, prepare required documentation, and take care of all required fees.
For any assistance regarding company registration or any other corporate services, please contact us at E-Startup to know about the options available for your organization in UAE.
Frequently Asked Questions (FAQs)
1. Can I amend my MOA after company registration in the UAE?
Yes. It is possible to amend an MOA even after registration provided that such an amendment falls within the allowed provision in the governing regulations.
2. What documents are required to amend an MOA in the UAE?
Some of the common documents are the current MOA, trade license, resolution from the shareholders, identity documents, and the new MOA or amendment annex. Some other documents might be needed based on the type of amendment and location.
3. How much does an MOA amendment cost in the UAE?
The price will vary depending on the entity responsible for issuing the license, company structure, type of change, notarization, and any other charges for registration. Obtain a current quote before applying.
4. Can a free zone company amend its MOA?
Yes, provided that all the conditions in the free zone regulations are met. It is necessary for the company to inquire from its free zone administration on the exact process involved.
