Corporate and estate documents, Dubai
Memorandum of association
The memorandum is the company’s constitutional document. It is signed at incorporation and then amended by addendum every time something structural changes, which in practice is more often than owners expect.
Our fee AED 600. The Dubai Courts fee is separate and passed on at cost.
We are a document services provider. The notarial act is performed by a Dubai Courts notary, not by us.
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AED 600
Our fee, published, with the Dubai Courts fee separate
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Two languages
Every amendment drafted in Arabic and English together
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Dubai Courts
Notarised before a Dubai Courts notary, not by us
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Same working day
A draft read and answered inside the working day
What the memorandum is, and why it keeps changing
The memorandum of association is the company’s constitutional document, signed at incorporation and read by every bank, registry and counterparty who deals with the company afterwards. It states who owns the company, who manages it, what it does and how much capital stands behind it. None of that is fixed. A transfer of shares, a new manager, a change of activity or capital each produce an addendum: a document that amends the memorandum and has to be read alongside it, not instead of it. A company that has traded for a few years frequently has several addenda, and they are cumulative, each one only meaningful against the ones before it.
What triggers an amendment
Shareholders
A transfer of shares, or the admission of a new shareholder, changes who the memorandum names as owning the company.
- A transfer of existing shares
- A new shareholder admitted
- A change in shareholder identity for any other reason
Manager
The manager named in the memorandum is frequently the person whose signature everything else depends on.
- A change of the manager named in the memorandum
Capital
An increase or reduction in share capital changes the figure the memorandum states stands behind the company.
- An increase in share capital
- A reduction in share capital
Activity
A change of the company’s licensed activity has to be reflected in the memorandum as well as the licence.
- A change of the company’s activity
Name and legal form
Both are constitutional facts, and either changing produces its own addendum.
- A change of trade name
- A change of legal form
What to bring
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The trade licence, currently valid
Checked against the memorandum first.
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The existing memorandum and every addendum
All of them, in order. This is the item most often incomplete, and an incomplete chain means the current position cannot be established.
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Identity documents for every party who has to sign
Originals.
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The resolution approving the change
Most amendments follow a decision that has to be recorded separately.
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Evidence of authority for any corporate shareholder
The company signs through a person, and that person’s authority has to be shown.
The consistency problem: 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. When they disagree, the file stops. The most common disagreements are mundane and expensive: the company name written slightly differently, with or without the legal form; a manager named in the memorandum who left two years ago; a shareholding recorded in the memorandum that a later transfer changed, where the addendum was never executed; an activity on the licence that the memorandum does not mention. None of those is difficult to fix once identified. All of them are difficult to fix on the day, with a director who flies out tomorrow, which is the argument for sending the documents ahead rather than bringing them.
From what changed, to a notarised addendum
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Send the draft, or describe what changed
If you have a draft addendum we check it. If not, tell us what changed and we write it.
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We trace the current position
Against the memorandum and every addendum before it, so the amendment is drafted from the current position, not an assumed one.
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We draft in both languages
Arabic and English written together, with a governing language clause, not one translated after the other.
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You approve, we book the notary
We arrange the appointment before a Dubai Courts notary and attend it with you.
What it costs
| AED | What it includes | |
|---|---|---|
| Our fee | 600 | Drafting the amendment in both languages, checking the file for consistency, booking and attending the appointment |
| Dubai Courts fee | Set by the Courts, charged at cost | Passed on without a margin |
Requirements from the published schedule: owner consent, and identity documents, originals and copies.
Free zone companies: check before you book
Many free zones handle constitutional changes through their own registrar rather than through a notary, and some do not. 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.
Memorandum
Memorandum amendment
Amends the company’s own constitutional document: shareholders, manager, capital, activity, trade name or legal form. Our fee AED 600.
AOA and incorporation
Articles of association, trade licence and incorporation documents
A related item from the published schedule, covering the underlying incorporation record and its articles rather than a memorandum amendment. Our fee AED 500.
The chain is checked before the wording
Before anyone reads the amendment itself, the receiving party checks that the memorandum and every addendum before it are present and in order. A chain with a missing addendum means the current position cannot be established, whatever the new amendment says. The check is arithmetic and takes minutes: does the licence, the memorandum and its addenda, and the instrument being executed all describe the same company, in the same terms, in both languages.
Who signs, who attends, what is checked
The shareholders, or whoever the change requires
The manager, where a change of manager is being made
Passport or Emirates ID for every signing party, originals
The trade licence, current
The existing memorandum and every addendum, in order
The resolution approving the change
The company name, checked against the licence
Evidence of authority for any corporate shareholder
Where it goes wrong, and why
A memorandum amendment is rarely refused for a typo. It is refused, or accepted and then queried later, because the company’s name is written inconsistently across the licence, the memorandum and the instrument, because a manager who left years ago is still named on record, or because an earlier transfer was never followed by an executed addendum. Each of these is checkable before the appointment, which is why the reading is free and worth doing before you commit to anything.
Rejection reasons, and the fix
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The company is named inconsistently
The fix: match the licence, memorandum and instrument string exactly, including the legal form.
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An earlier addendum was never executed
The fix: trace the chain back to incorporation and execute any missing addendum before the current one is drafted.
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The manager named in the memorandum has left
The fix: have the change of manager notarised first, so the memorandum reflects who currently holds the authority.
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The shareholding recorded does not match a later transfer
The fix: check the memorandum against every share transfer instrument before drafting the amendment.
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The chain of addenda is incomplete
The fix: locate every addendum in order; an incomplete chain means the current position cannot be established.
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The English and Arabic do not say the same thing
The fix: draft both languages together with a governing language clause, not one translated after the other.
What happens after the notarial act, and where the addendum goes next
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Filing with the registry
The notarised addendum is filed with the relevant mainland authority or the free zone’s own registrar, updating the record the licence relies on.
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Updating the trade licence
Where the change affects what the licence itself states, such as an activity, capital or name change, the licence is amended to match.
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Notifying banks and other institutions
Any institution holding the company’s constitutional documents on file needs the updated memorandum and addendum, not just the new instrument.
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Keeping the chain complete
The notarised original is kept with every addendum before it, so the current position can always be established from the file alone.
Both languages, and which one governs
A signatory who cannot read what he is signing is a problem for everyone. A bilingual document sets the same clause twice, in parallel, so the signatory reads the text he understands and the receiving authority reads the text it requires. A governing language clause settles in advance which text prevails if they diverge, and every amendment goes into both texts or into neither.
Send the draft. We tell you whether it will be accepted, before you commit.
Documents we prepare are accepted by the authorities and institutions our clients deal with every week, because we write to what each of them actually requires.
Share transfer
Share transfers commonly require a memorandum amendment to record the new shareholding.
Board resolution
Often the decision that authorises the amendment before the memorandum itself is changed.
General manager appointment
The specific resolution and filing for appointing or removing the manager named in the memorandum.
Company power of attorney
Where the manager’s authority to sign is granted by power of attorney rather than by the memorandum directly.
Questions we are actually asked about this instrument
Can you draft the addendum, or only notarise one I bring?
Both. If you have a draft we check it against the current memorandum and every addendum before it. If you do not, describe what changed and we will draft it.
How many addenda does our memorandum actually have?
That depends on how long the company has traded and how often it has changed. Send us the trade licence and whatever memorandum documents you hold and we will establish the current chain before drafting anything.
Is our company mainland or free zone, and does that change anything?
Tell us where the company is registered. A mainland amendment commonly involves notarial execution; many free zones handle the same change through their own registrar instead, and some do not.
One of our shareholders is a company rather than a person.
The corporate shareholder signs through an individual, and that individual’s authority has to be traced and evidenced separately. Raise it when you first make contact rather than on the day.
Can the amendment be in English only?
Many receiving authorities require Arabic. We draft in both languages as standard, so nobody signs a page they cannot read.
What happens if an old addendum is missing?
Tell us. We will help you establish whether it can be located or reconstructed before the current amendment is drafted, because an incomplete chain means the current position cannot be established.
What clients say
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Had experience of getting some of my documents attested from the firm. Service was top notch. Mr. Ali explained everything in detail and was of great assistance. I would recommend firm for any legal assistance or document attestation.
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Send the draft. We will tell you whether it will be accepted, before you commit.
One document, one line about what it has to achieve, and an email address. No charge, no obligation, and an answer the same working day.
Where to find us
Address
Empire Heights Tower B, Fountain Street, Business Bay, Dubai
Phone
+971 55 564 0358
info@dubainotaryservices.ae