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Memorandum of association template (LLC) (Word & PDF)
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For founders of a limited liability company, and the counsel preparing the incorporation, in the GCC. It covers the name, the capital, management and profits. The binding document is the one the registrar’s platform issues.
Sources: 5 official sourcesNot legal advice
What this template includes
Incorporate on the official platform
- Companies Law(https://laws.boe.gov.sa/BoeLaws/Laws/LawDetails/a8376aea-1bc3-49d4-9027-aed900b555af/1)
- Saudi Business Center(https://business.sa/)
- UAE Commercial Companies Law(https://u.ae/en/information-and-services/business/Doing-business/doing-business-on-the-mainland/full-foreign-ownership-of-commercial-companies)
A free bilingual founders’ checklist for a limited liability company in the GCC. It does not register the company. For the definitions, see memorandum of association, articles of association, limited liability company and commercial registration. For the difference between the memorandum and the articles, see the difference between them. If you do not want a company, use the two-party partnership agreement template: it does not create one.
Memorandum or articles?
This page is a founders’ checklist. The document that registers the company is the one the incorporation platform generates. In Saudi Arabia, incorporate through the Saudi Business Center and use the documents it generates.[2] The statute’s word for a one-person company and for a holding company is in the note above and in memorandum versus articles.[1] In the UAE the government portal names Federal Decree-Law No. 32 of 2021. Which constitutional document each form needs is under review.[3]
- Fill in the name, the activities, the office, the term, the capital table and the manager’s powers.
- Leave quorum and any reserve percentage to the registrar’s form. Don’t invent a figure.
- Out of scope: a partnership agreement, which does not create a company, and any activity before it is licensed.
Holding company
Searching for a holding-company memorandum does not change the company form. In Saudi Arabia a holding company is a joint-stock company, a simplified joint-stock company or a limited liability company that forms companies, or that owns stakes or shares in existing companies so that they become its subsidiaries (Article 216 of the Companies Law). The Law lists the cases in which a company is a subsidiary (Article 217).[1] The constitutional document follows the form: articles for a joint-stock company, a simplified joint-stock company and a one-person limited liability company, and a memorandum for the others. In the UAE a holding company is a joint-stock company or a limited liability company that sets up subsidiaries inside the State and abroad, or that controls existing companies by owning stakes or shares which let it control their management and influence their decisions (Article 268 of Federal Decree-Law No. 32 of 2021).[5] Bahrain, Qatar, Kuwait and Oman are under review. The comparison is in memorandum versus articles.
Sole establishment
A search for the constitutional document of a sole establishment (مؤسسة فردية) is looking for a one-person establishment, not a company formed by a memorandum. This template is a checklist for a company. It does not register an establishment and it is not its licence. Whether the establishment has a legal personality separate from its owner is under review, so no article number is stated.
The template
Memorandum of association of a limited liability company
A founders’ checklist before incorporating a limited liability company in the GCC: name, activities, office, term, capital, management, profits, transfer and winding up. It does not incorporate the company and it does not replace the document the registrar issues. Replace every [placeholder].
Company name: [●]. Form: limited liability company. The official document uses the name the registrar accepts.
Drafting note
Check that the name is available with the registrar before you print it.
Objects: [describe the activities]. Each activity is carried on only after the licence the competent authority requires.
Drafting note
This checklist grants no licence. Tie each activity to the code the licensing authority uses, if it uses one.
The head office is in [city, country]. The company may open branches by a decision of [the manager / the partners].
The term is [●] years from registration, and it renews [automatically / by decision] unless the partners decide otherwise.
Drafting note
This page states no statutory term. Take the term from the registrar’s form.
The capital is [●], divided into [●] shares of [●] each, held as Annex 1 sets out.
In-kind contribution: [describe it, who contributes it, and how it is valued]. Title passes to the company as the registrar requires.
Drafting note
This page states no minimum capital and no cap on the number of partners. Both depend on the activity and on the registrar. Check them on the incorporation platform.
[A manager / managers] manage the company: [name, ID]. The appointment runs for [●].
The manager may: [day-to-day management, signing, bank accounts]. A partners’ decision is required for: [borrowing above ● / disposing of assets above ● / opening a branch].
Drafting note
Copy the powers into the official form as the registrar accepts them. Don’t assume this list will be registered as written.
Partners’ decisions are taken in a meeting or by circulation. Quorum and majority: [fill these from the registrar’s form; do not leave them blank at registration].
Decisions are written, signed and kept in the company’s record.
Drafting note
This template does not invent a quorum or a majority. The statute’s figures were not readable from outside Saudi Arabia.
Distributable profits are shared in proportion to the shares, after [what the partners agree to set aside]. Losses are borne in proportion to the shares, within the limit of each partner’s share.
Drafting note
This page states no statutory reserve percentage. Take it from the registrar’s form if that form asks for one.
A partner does not transfer a share to a third party until the other partners have been offered it on the same terms. The time to reply is [●] days. If they do not buy, the transfer may proceed on those terms.
Drafting note
The official form may restrict transfer differently. Write what you agree here, then match it to the registration form.
The company ends when its term ends, when the partners agree, or for another cause the registrar accepts. [The liquidator] winds it up. What remains after debts are paid is distributed in proportion to the shares.
Partner 1: name [●] · shares [●] · signature [●]
Partner 2: name [●] · shares [●] · signature [●]
Drafting note
Signing this checklist does not register the company. Registration is what happens at the Saudi Business Center or at the registrar in the other country.[2] For the definitions, see memorandum of association, articles of association, limited liability company and commercial registration.
Saudi Arabia notes
The Companies Law is geo-restricted outside Saudi Arabia. Until the article text is read, use the next line.[1][2]
| Item | What to do |
|---|---|
| The statute | The Companies Law was issued by Royal Decree No. M/132 dated 1/12/1443H. Its contents include the limited liability company.[1] |
| The company document | Incorporate through the Saudi Business Center and use the documents it generates. This page does not call that document a memorandum or articles as a quotation from an article.[2] |
| Not stated here | No minimum capital, no reserve percentage, no quorum and no partner cap, in this template. |
UAE notes
The statute is linked, with no article numbers, as on the government page that names the decree.[3][4]
| Item | What to do |
|---|---|
| The statute | The Commercial Companies Law is Federal Decree-Law No. 32 of 2021, as the UAE Government portal names it.[3] |
| The binding document | The form of the authority that registers the company, not this checklist. |
| Publication | Federal legislation is on the UAE Legislation platform. The government portal points to where to find it.[4] |
Annex 1 – Capital and shares
The percentages should add up to 100. Value any in-kind contribution in writing.
| Partner | Cash | In kind | Shares | Percentage |
|---|---|---|---|---|
| [Partner 1] | [●] | [describe the asset and its value] | [number of shares] | [%] |
| [Partner 2] | [●] | [●] | [●] | [●] |
| Total | [●] | [●] | [●] | 100% |