Starting and running a business in the UAE is not just about getting a trade licence and opening a bank account. Behind every legally sound and well-run company lies a set of foundational corporate documents that define how the business is born, how it operates, and how decisions are made.
For many entrepreneurs and business owners, these documents sound technical and are often treated as paperwork handled by consultants at the time of incorporation. In reality, they are much more than that. They are the legal backbone of your company. When drafted and maintained properly, they protect founders, prevent disputes, and add long-term value to the business. When ignored, they become the first point of failure during conflicts, regulatory audits, or exits.
This article explains, in simple terms, the key corporate documents every UAE business should understand.
The MOA and AOA: Your Company’s Constitution
Think of your company as a person and the MOA as its birth certificate. Together, they form the company’s constitution and are available to the public.
What is a Memorandum of Association (MOA)?
The MOA sets out the basic identity of the company. It is governed under Article 110 Federal Decree-Law No. (32) of 2021 and answers fundamental questions such as the company’s name, registered office, its business activities, legal structure, shareholding percentages, and basic management roles
For mainland UAE companies, the MOA is a mandatory, public document. It is registered with the authorities and must follow specific legal requirements, including notarisation. Importantly, it must be in Arabic, English may be used alongside, but Arabic prevails in case of disputes.
From a business perspective, the MOA:
- Defines who controls the company
- Determines profit-sharing
- Sets boundaries on what the company can and cannot do
Any action taken outside the MOA can be challenged as invalid.
What is an Articles of Association (AOA)?
The AOA deals with how the company is run internally. If the MOA defines what the company is, the AOA explains how it functions.
However, the requirement for an AOA depends on the type of company and the jurisdiction in which it is established. In the UAE, the concept and mandatory use of an AOA mainly exist in certain free zones and specific company forms, but not generally for ordinary mainland (onshore) companies.
AOA in Free Zone Companies
Many UAE free zones, such as DMCC, DIFC, ADGM, JAFZA, and IFZA, have their own company laws and regulations separate from the federal Commercial Companies Law. In these jurisdictions, companies are often required to adopt an Articles of Association as part of their incorporation documents.
For example:
Most AOAs under this must include:
- Company name, objectives, and share capital.
- Shareholder details and percentage ownership.
- Restrictions on doing business outside the free zone without proper licensing.
- A clause binding the company to comply with the free zone’s regulations.
AOA and Mainland (Onshore) UAE Companies
For mainland companies in the UAE, the situation is different:
- Under the UAE Commercial Companies Law (Federal Decree-Law No. 32 of 2021), the primary document for company formation is the MOA. The law itself requires preparation of the MOA, which serves as the core constitutional document for most mainland entities. The AOA is not mandatory under this law and so is usually included in the MOA.
- The AOA concept generally only applies to Mainland companies that have a legal form where separate articles are required most commonly Joint Stock Companies (public or private) under Article 143 Federal Decree-Law No. (32) of 2021. For such companies, the law envisions a corporate governance regime that includes both an MOA and an AOA: the MOA sets the legal identity and structure, and the AOA details internal management, board powers, meeting procedures, and shareholder rights.
So for mainland LLCs, a separate AOA is not required as a standalone document, though the concepts normally found in an AOA are still important and integrated into the MOA or internal governance policies
Why MOA and AOA Matter in Practice
Many business disputes arise not because parties acted dishonestly, but because the documents were silent, outdated, or poorly drafted.
Well-structured MOA and AOA documents:
- Reduce ambiguity between shareholders
- Protect minority owners
- Help banks, investors, and buyers assess the company
- Are essential during fundraising, restructuring, or exit
Recent legal changes in the UAE law also allow businesses to include more sophisticated commercial arrangements directly into these documents, making them stronger and more enforceable.
Shareholders’ Agreements: The Private Layer of Control
While the MOA and AOA are public documents, a Shareholders’ Agreement (SHA) is a private contractual arrangement between the shareholders. In the UAE, there is no formal statutory requirement to enter into a shareholders’ agreement, and under the Civil Code, contracts may even be formed orally. However, from a practical and risk-management perspective, it is strongly advisable to record shareholder arrangements in writing to avoid future disputes over what was agreed.
An SHA remains confidential and gives shareholders greater flexibility to regulate their relationship beyond what is provided under the UAE Commercial Companies Law. Under Federal Decree by Law No. (32) of 2021 the law does offer certain baseline protections to minority shareholders—such as access to audited accounts, inspection rights, the ability for qualifying minorities to call or influence general meetings, these protections may not always be sufficient, particularly for foreign or minority investors seeking closer oversight of the business.
A well-drafted shareholders’ agreement can therefore be used to enhance minority protection and corporate governance by contract. In particular, an SHA may provide for special majority or veto rights for key decisions that would otherwise be decided by a simple majority under law.
An SHA usually covers:
- How key decisions are taken
- What happens if a shareholder wants to exit
- Protection for minority shareholders
- Deadlock situations
- Valuation methods for share transfers
Traditionally in mainland UAE, if an SHA conflicted with the MOA, the MOA would win, making some private agreements difficult to enforce. Recent legal developments now allow many SHA provisions to be aligned with or incorporated into the MOA, significantly improving enforceability.
The Dubai International Financial Centre (DIFC) and Abu Dhabi Global Market (ADGM) operate as independent common law jurisdictions with their own company laws, court systems, and regulatory frameworks. So courts apply English common law principles, giving greater weight to contractual arrangements between sophisticated parties.
Corporate Governance: How a Company Makes Decisions
Governance policies are increasingly mandated rather than optional. For Public Joint Stock Companies, the Securities and Commodities Authority (SCA) issues a comprehensive Corporate Governance Code. For private companies, the Minister of Economy issues the relevant regulations.
Board and Shareholder Resolutions
A company “speaks” through resolutions. These are formal decisions recorded in writing. These are governed under Federal Decree by Law No. (32) of 2021
There are two main types:
- Ordinary resolutions – routine matters such as appointing auditors or approving accounts
- Special resolutions – major changes like amending the MOA, issuing new shares, or winding up the company
They are mandated to be recorded and are not just a formality Without properly passed and recorded resolutions, important actions can later be challenged as invalid.
Directors’ Duties
Under the Federal Decree Law No. (32) of 2021 directors are not just decision-makers; they are fiduciaries. This means they must:
- Act within the powers given by the MOA/AOA
- Act honestly and in the company’s best interests
- Avoid conflicts of interest
- Exercise independent judgment
These duties apply across the UAE, including free zones. Good governance records help demonstrate that directors acted responsibly if their decisions are ever questioned.
Position of Managers in Mainland LLCs
For Limited Liability Companies (LLCs), the statutory position is slightly different.
Under Part 3 of the Federal Decree-Law No. (32) of 2021, an LLC is managed by one or more Managers, who may be shareholders or third parties. The manager is a statutory office-holder, and their powers, duties, and appointment are typically set out in the MOA.
Importantly:
- A board of directors is not mandatory for mainland LLCs
- An LLC may choose to establish a board or management committee, but this is optional, not compulsory
- In the absence of a formal board, the manager(s) carry fiduciary duties similar in nature to those imposed on directors
LLC managers are therefore subject to duties to:
- Act within the authority granted by the MOA
- Act in the company’s best interests
- Avoid conflicts of interest and self-dealing
- Exercise due care in managing the company’s affairs
As with directors, clear internal records—such as manager resolutions, shareholder approvals, and disclosure of conflicts—are essential to evidence proper conduct.
Ownership Records: Share Certificates, Registers & Cap Tables
The management of a company’s equity is a critical compliance function that establishes clear evidence of ownership and the rights associated with various tranches of capital.
Share Registers and Certificates
Under Article 141 of Federal Decree-Law No. (32) of 2021. Every company must maintain an official register of its shareholders. This register must be kept in accordance with the guidelines prescribed by the Securities and Commodities Authority (SCA) and must be capable of being reviewed by the SCA, together with the company’s books, documents, and records, when required.
Depending on the company type and jurisdiction, this may include:
- A shareholder register recording ownership details and changes
- Share certificates or electronic ownership records, as applicable
Maintaining an accurate and up-to-date shareholder register is essential, as it serves as the primary legal record of ownership and is relied upon by regulators, auditors, and courts in the event of any dispute.
Under Federal Decree-Law No. 20 of 2025 which amended certain provisions of the UAE commercial companies law LLCs are allowed to issue different classes of shares, such as:
- Voting shares
- Dividend-only shares
- Redeemable shares
This gives founders and investors far more flexibility but also makes accurate records even more important.
Cap Tables (Capitalisation Tables)
A cap table is a clear snapshot of:
- All shareholders
- Their percentage ownership
- Different share classes
- Options or convertible instruments
While not always legally mandatory, cap tables are considered best practice, especially for growing companies, startups, and investment-backed businesses.
Minutes of Meetings: The Company’s Memory
Meeting minutes provide a detailed account of discussions and outcomes during official meetings.
They serve as:
- Evidence that decisions were validly made
- Proof that directors fulfilled their duties
- Protection during audits, disputes, or tax reviews
In the UAE mainland law, minutes must be properly prepared, signed, and stored in their head office. In free zones, maintaining minutes has become even more important due to tax and economic substance requirements. They mandate that companies keep minutes of all proceedings of general meetings and meetings of their directors. The 2020 ADGM Regulations specify that these records must include the names of those present and the resolutions passed.
A company without proper minutes often struggles to defend its actions later.
Statutory Registers and Transparency
Transparency is a major focus of UAE regulation.
The most critical statutory register for any UAE business is the Real Beneficiary Register (UBO Register). Cabinet Resolution No. 58 of 2020 mandates that all legal entities, excluding those in the financial free zones and government-owned entities, must maintain:
- Register of Partners or Shareholders: Tracking the direct ownership chain.
- Real Beneficiary Register (RBR): Identifying the natural persons who ultimately own or control 25% or more of the capital or voting rights.
- Register of Nominee Directors: Identifying individuals acting on behalf of others.
Record Retention: How Long Should Corporate Documents Be Kept?
UAE businesses must navigate these primary retention benchmarks depending on what law they are governed by
- Commercial Law: Article 44 of the Federal Decree-Law No. (32) of 2021 suggests that accounting records and minutes should be kept for at least 5 years from the end of the fiscal year.
- Tax Procedures Law: Article 9 of Federal Decree-Law No. (28) of 2022 requires records to be kept for 5 years after the relevant tax period. This is often extended to 9 years (5 years plus a 4-year audit window).
- Corporate Tax Law: Article 56 of Federal Decree-Law No. (47) of 2022. Mandates a 7-year retention period for all supporting documents used in a tax return.
- VAT Law: Under Article 60 of Federal Decree-Law No. (8) of 2017 capital assets related documents must be held for at least 10 years.
As a general rule:
- Constitutional documents (MOA/AOA): keep permanently
- Shareholder and board resolutions: keep permanently
- Financial and tax records: at least 7 years
- Employment records: 7–10 years
In practice, businesses are advised to follow the longest applicable retention period to stay safe.
Conclusion: From Setup to Sustainable Compliance
Foundational corporate documents in the UAE are no longer simple incorporation formalities. They form an integrated governance system that supports compliance, investment, growth, and long-term value.
For business owners, the key takeaway is this:
- Treat your MOA and AOA as living documents
- Align private agreements with public records
- Maintain clear decision-making trails
- Keep ownership and governance records updated
Strong documentation does not slow a business down,it protects it. In an increasingly regulated and transparent UAE business environment, well-maintained corporate records are not just a legal requirement, but a strategic asset.
If your documents were drafted years ago or have never been reviewed since incorporation, it may be time to look at them again—not as paperwork, but as the foundation on which your business stands.
