A memorandum of association amendment in Dubai is not a rare event for a company that has been trading for more than a year or two. It is the addendum that updates the company’s constitutional document every time something structural changes, and owners are often surprised by how often that turns out to be true. Getting the addendum wrong is not a paperwork detail: the trade licence, the memorandum, and whatever new document is being executed all have to describe the same company, and when they do not, the file stops.
What triggers an amendment
- A transfer of shares, or the admission of a new shareholder
- A change in the identity of the shareholders for any reason
- A change of the manager named in the memorandum
- An increase or reduction in share capital
- A change of the company’s activity
- A change of trade name
- A change of legal form
Each of these produces an addendum, a document that amends the memorandum and has to be read alongside it rather than instead of it. A company trading for a few years commonly has several addenda on file, and they are cumulative, so the current position is only established by reading all of them in order.
Three documents that have to agree
The trade licence, the memorandum with all its addenda, and whatever instrument is being executed all describe the same company, and when they disagree, the file stops.
The disagreements that come up are mundane and expensive. The company name written slightly differently, with or without the legal form. A manager named in the memorandum who left the business two years ago. A shareholding recorded in the memorandum that a later transfer changed, where the addendum recording it was never executed. An activity on the trade licence that the memorandum does not mention.
None of that is difficult to fix once it is identified. All of it is difficult to fix on the day, with a director who flies out tomorrow, which is the argument for sending the documents ahead of an appointment rather than bringing them to it. We are a document services provider, not a notary and not a law firm: we draft, check and arrange, and the notarial act itself is performed by a Dubai Courts notary.
How a share transfer relates to a memorandum amendment
A share transfer is usually four or five documents that have to agree with each other, and the memorandum amendment is one of them. The constitution is read first, since it governs whether the transfer is permitted at all and on what conditions, and pre-emption rights are the usual complication: existing shareholders may have a right to be offered the shares before an outsider, and a transfer that ignores that right is challengeable afterwards by the shareholder who was skipped.
Most amendments follow a decision that has to be recorded separately, usually as a shareholder resolution, since amending the memorandum is typically reserved to the shareholders rather than the board. The resolution records the approval, the transfer instrument moves the shares, and the memorandum is amended last so the constitutional record reflects the new position. Until that amendment is executed, the company’s own documents say something different from what actually happened. The figures have to match across all three: the shares leaving, the shares arriving, and the resulting holdings, stated identically and in both languages.
Whether a notary is involved at all
Where the company is registered changes who handles a constitutional change. A mainland company’s memorandum and its amendments commonly involve notarial execution. A free zone company is governed by the rules of the free zone that licensed it, and many free zones handle constitutional changes through their own registrar rather than through a notary. Some do not.
Bringing a free zone amendment to a notary when the free zone handles it internally is one of the more common wasted trips in corporate work. The way to avoid it is to ask the free zone what it requires before booking anything.
| Mainland company | Free zone company | |
|---|---|---|
| Who issued the licence | Dubai Economy and Tourism, for Dubai mainland | The free zone authority the company is registered with |
| Where the constitution lives | The memorandum of association, amended by addendum | The zone’s own constitutional documents, which vary by zone |
| Who usually executes a change | Usually involves notarisation before a notary | Often handled by the free zone registry internally |
| What to check before you travel | That the licence is current and every amendment is to hand | Whether your zone requires the document to go through the zone rather than a notary |
Tell us where the company is registered and we will tell you whether the change goes before a notary or through the zone’s own registry, before anybody travels.
What to bring
The trade licence, currently valid, checked against the memorandum first. The existing memorandum and every addendum, in order, since this is the item most often incomplete, and an incomplete chain means the current position cannot be established. Identity documents for every party who has to sign. The resolution approving the change, since most amendments follow a decision that has to be recorded separately. And evidence of authority for any corporate shareholder, since the company signs through a person whose authority has to be shown.
What it costs
Our fee for a memorandum of association amendment is AED 600. The Dubai Courts fee is separate and passed on at cost. Where the amendment follows a share transfer or a resolution, we will set out the full figure for everything involved before anything is booked. See the full fee schedule for every instrument we handle.
Send the memorandum and every addendum you hold, along with whatever new document is being executed, and we will tell you whether the chain is complete and whether a notary is even the right next step. There is no charge for the reading, and our notarisation process sets out what happens after that. Send the draft.
Questions people ask
Does every memorandum amendment go through a notary?
Not always. A mainland company’s amendments commonly involve notarial execution. Many free zones handle constitutional changes through their own registrar instead. Tell us where the company is registered and we will confirm which applies before you travel.
What is the fee for a memorandum of association amendment?
Our fee is AED 600. The Dubai Courts fee is separate and passed on at cost.
Do I need the original memorandum, or is a copy enough?
Bring the original memorandum with every amendment, in order. An incomplete chain of addenda means the current position of the company cannot be established.
Does a share transfer always trigger a memorandum amendment?
Yes. The memorandum has to be amended so the constitutional record reflects the new shareholding, and until that is done the company’s own documents say something different from what actually happened.
What if the company name on the licence and the memorandum do not match?
That is one of the more common reasons a file stops. It is straightforward to fix once identified, which is why we check it before an appointment rather than at one.