The Memorandum of Association for a Dubai Company: Why Arabic Is Mandatory and How It Is Notarized
A Memorandum of Association (MOA) is the founding contract of a Dubai mainland company — the document that names it, sets what it may do, divides its capital into shares, and says who manages it and how the partners share profit. Under the UAE's Commercial Companies Law, that contract has one non-negotiable feature: it must be drafted in Arabic and attested, or it is null and void. This guide explains the clauses a Dubai LLC memorandum must carry, the notarization flow that turns a signed draft into a registrable corporate document, and the exact status of an English version — supplementary, never a substitute. It is general information to help founders prepare, not legal advice on a specific company, and the Department of Economy and Tourism (DET) and the Notary Public always set the current requirement.
- The MOA and every amendment must be drafted in Arabic and attested — otherwise null and void
- If the MOA is bilingual, the Arabic text prevails and applies in the State
- A notarized MOA comes before the DET trade licence and the bank account
- All partners, or their attorneys, sign before the Notary Public
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Does a Dubai MOA have to be in Arabic?
Yes. Under Federal Decree-Law No. 32 of 2021 on Commercial Companies, the Memorandum of Association of a company — and each amendment to it — must be drafted in Arabic and attested by the competent authority; otherwise it is null and void. You may prepare the memorandum bilingually, in Arabic together with English, but if the two versions differ the Arabic text is the one that prevails and applies in the State. An English-only memorandum cannot be attested or registered, which means, in practice, it cannot bring a mainland company into existence. So the honest way to think about it is this: the Arabic MOA is the company, and any English version is a convenience copy for shareholders who do not read Arabic.
And notarization is not a formality bolted on at the end. A memorandum that the partners have signed but not attested is an agreement between them, not yet a registrable corporate document — the DET registers the company on the strength of an attested MOA, and a bank will ask to see it before opening an account. This guide walks through the clauses the memorandum must contain, the order in which it is drafted, signed, notarized and registered, and the mistakes that most often send founders back a step.
One boundary before the detail: this article addresses a mainland company registered with the Dubai DET. Free-zone entities are governed by their own zone regulations and templates, and the specialised financial-centre courts and authorities sit under different frameworks. Treat what follows as the shape of the mainland requirement, then confirm the current specifics with the DET and the Notary Public handling your file.
What a Memorandum of Association actually does
The Memorandum of Association is the constitutional contract of the company. It is the instrument that brings the entity into legal existence and fixes the essentials third parties are entitled to rely on: the company's name and legal form, its objects, its capital, who its partners are and what each of them holds, how it is managed, and how profit and loss are shared. For a limited liability company — the most common mainland form in Dubai — the MOA is where the partners agree the rules of their relationship in a way the law and the registry will recognise.
Because the memorandum is what the registry and the courts read, its precision matters more than its polish. A vague objects clause creates friction with the licensed activities on the trade licence; a profit-sharing arrangement left unstated defaults to positions the partners may not have intended; a management clause that does not name who can bind the company invites disputes over authority. The MOA is not a marketing document about the business — it is the legal skeleton the business hangs on.
A related term you will meet is the Articles of Association. In practice the mainland LLC memorandum bundles the constitutional terms into one attested instrument; larger or more complex structures may carry additional internal rules. Whatever the packaging, the Arabic-and-attested rule governs the constitutional document that the DET registers.
The clauses a Dubai LLC memorandum must carry
- Company name and legal form — the approved trade name and its form (for example, a limited liability company), matching the DET name reservation exactly
- Objects and business activities — what the company is licensed to do, expressed so it aligns with the activities on the trade licence, not broader or narrower
- Share capital — the total capital and its division into shares of equal value, stated clearly in the memorandum
- Partners and shareholdings — the identity of each partner and the number and value of the shares each one holds
- Distribution of profit and loss — the agreed shares of profit and loss among the partners, so it is fixed by contract rather than assumed
- Management — who manages the company, how managers are appointed and removed, and the extent of their powers to bind it
- Registered address and notices — the company's registered address for official correspondence
- Duration and dissolution — the term of the company and the rules that govern amendment, exit of a partner and dissolution
Arabic-mandatory, English-supplementary: the language rule at a glance
| Question | The rule under the Commercial Companies Law |
|---|---|
| Which language must the MOA be drafted in? | Arabic. The MOA and each amendment must be drafted in Arabic and attested, or the memorandum (or amendment) is null and void. |
| Can the MOA be bilingual (Arabic + English)? | Yes. A bilingual memorandum is permitted, but the Arabic text prevails and applies in the State if the two versions differ. |
| Is an English-only MOA valid? | No. An English-only memorandum cannot be attested or registered, so it cannot constitute a mainland company. |
| Which text does a UAE court or authority read? | The attested Arabic text — it is the operative, governing version of the contract. |
| What is the English version for, then? | Convenience — so non-Arabic-speaking partners, banks or overseas counsel can read it. It supplements the Arabic; it never replaces it. |
| Do amendments follow the same rule? | Yes. Every amendment to the MOA must itself be in Arabic and attested, on pain of the same nullity. |
Have a question about your case?
From signed draft to registered company: the notarization flow
Draft the MOA in Arabic
The memorandum is prepared in Arabic — bilingually if the partners want an English reference — with the mandatory clauses settled: name, activities, capital and shares, partners, profit split and management.
Reserve the name and get initial approval
The trade name is reserved and initial approval obtained from the DET, so the memorandum reflects the exact approved name, form and activities before it is signed.
All partners sign
Every partner signs the memorandum, in person or through an attorney holding a valid power of attorney. A corporate shareholder signs through an authorised representative under a board resolution.
Attest before the Notary Public
The MOA is attested by the competent authority — in Dubai, through the Notary Public at Dubai Courts or the Smart eNotary — in person or by electronic signature, as the authority determines. Attestation is what gives the memorandum legal effect.
Register with the DET and issue the licence
The attested memorandum is submitted to the DET, the company is entered in the commercial register and the trade licence issues. The MOA becomes effective as a company document on registration.
Then the bank, and any later amendment
The registered, notarized MOA is what a bank asks for to open a corporate account. Any later change — new partner, capital, activity, management — is made by an amendment that is itself drafted in Arabic and re-notarized.
If you are forming a Dubai company and want the memorandum drafted in Arabic, notarized and registered correctly the first time, tell us the activity, the partners and the structure you have in mind.
See corporate servicesSituations founders meet with the MOA
A foreign shareholder cannot travel to Dubai to sign.
What is usually neededThey appoint an attorney by a power of attorney to sign the memorandum before the notary, or use the Smart eNotary where remote attestation is available — the requirement that every partner sign is still met.
You already have an English memorandum drafted by overseas counsel.
What is usually neededIt must be rendered into Arabic and attested; the practical route is a bilingual memorandum in which the Arabic text is the governing version and the English sits alongside it for reference.
A company — not an individual — will be a shareholder.
What is usually neededThe corporate shareholder signs through an authorised representative under a board resolution; its foreign corporate documents usually need attestation and an Arabic legal translation before the notary will act on them.
The partners want to add a shareholder after the company is running.
What is usually neededThe change is made by amending the MOA — drafted in Arabic, signed and re-notarized, then registered with the DET. A handshake or a side letter does not change the constitutional document.
Mistakes that send an MOA back a step
The mistakeDrafting the memorandum in English only and treating the Arabic as a translation to do later.
The fixDraft in Arabic from the start — bilingual if you want an English reference — because only the Arabic can be attested and it is the version that governs.
The mistakeGetting the partners to sign but stopping short of notarization.
The fixAttest the memorandum before the Notary Public; an unattested MOA is not registrable, and the law treats a memorandum that is not attested as void.
The mistakeA broad or vague objects clause that does not match the licensed activities.
The fixAlign the objects in the MOA with the exact activities approved on the trade licence, so the constitutional document and the licence say the same thing.
The mistakeLeaving profit and loss sharing unstated, on the assumption it follows the shareholding.
The fixState the agreed profit and loss shares expressly in the memorandum, so the arrangement is fixed by contract and not left to a default or a later dispute.
The mistakeNot every partner attends the notary and no valid power of attorney covers the absentee.
The fixEnsure every partner signs — in person or through an attorney with a valid, appropriately worded power of attorney — before attestation.
The mistakeChanging the partners, capital or management in practice without amending the MOA.
The fixMake every structural change through an Arabic, re-notarized amendment registered with the DET, so the register reflects reality.
Practical guidance before you draft
Two habits save the most time. First, settle the commercial deal between the partners before drafting — the split of shares, the profit arrangement, who manages and with what authority — so the memorandum records a decision rather than becoming the place you negotiate it. Second, confirm the current DET and Notary Public requirements for your activity and structure before you sign, because documentation, representative rules and attestation channels are updated over time, and a foreign or corporate shareholder often adds an attestation-and-translation step that is best discovered early.
And keep the Arabic authoritative in your own mind, not only in the document. Where an English reference version exists, make sure it genuinely matches the Arabic, because the Arabic is what a UAE court or authority will read if the two ever diverge. This guide describes the shape of the mainland requirement and the common mistakes; it does not replace the DET's current rules or advice from a licensed professional on your specific company.
Questions about the Dubai company MOA
Yes. Under Federal Decree-Law No. 32 of 2021 on Commercial Companies, the Memorandum of Association and each amendment must be drafted in Arabic and attested by the competent authority; otherwise it is null and void. You can prepare it bilingually with English alongside, but the Arabic text is the one that prevails and applies in the State.
An English version is accepted as a supplementary, reference text — useful for non-Arabic-speaking partners, banks or overseas advisers — but it does not replace the Arabic. The company cannot be constituted on an English-only memorandum, because only the Arabic can be attested and registered, and if the two versions ever differ the Arabic governs.
The memorandum is attested by the competent authority — in Dubai, through the Notary Public at Dubai Courts or the Smart eNotary service. Attestation is made in person or by electronic signature, as the authority determines. It is this attestation that gives the memorandum legal effect and makes it registrable with the DET.
In practice, no. A bank opening a corporate account will ask for the company's constitutional documents, and a notarized, registered MOA together with the trade licence is part of the standard set it reviews. Until the memorandum is attested and the company registered, the entity is not fully constituted, so the account cannot be opened in its name.
Every partner must sign the memorandum before the notary, but not necessarily in person. A partner who cannot attend can appoint an attorney under a valid power of attorney to sign on their behalf, and where the Smart eNotary allows it, attestation can be completed by electronic signature. A corporate shareholder signs through an authorised representative under a board resolution.
At minimum, the memorandum fixes the company's name and legal form, its objects and licensed activities, the share capital and its division into shares, the identity and shareholding of each partner, how profit and loss are shared, and the management — who runs the company and with what authority — along with the registered address and the rules on duration, amendment and dissolution. Precision on the activities, the profit split and management authority is where most disputes are avoided.
Official sources
- UAE Legislation portal — Federal Decree-Law No. 32 of 2021 on Commercial Companies (Memorandum of Association: drafted in Arabic and attested, otherwise null and void; Arabic text prevails)
- Federal Decree-Law No. 32 of 2021 on Commercial Companies — official text (download)
- u.ae — The Official Platform of the UAE Government: starting a business (trade name, initial approval, MOA and trade licence)
- UAE Ministry of Justice — Notary Public and attestation services
This content is for general awareness and is based on the official sources available at the time of the last update. Company-formation and corporate-service requirements, fees, approvals and steps differ by the business activity, the legal form and the jurisdiction, and are set and updated by the competent authorities. It is not legal or financial advice. MANJAZ is a corporate-services provider that helps prepare, coordinate and follow up requirements with the relevant authorities — it is not the Department of Economy and Tourism or any government body, it does not issue trade licences, it cannot approve a business activity, and it does not guarantee any approval.
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