ARTICLES OF ASSOCIATION
OF
[Company name] (the ‘Company’)
1. The following Regulations shall constitute the Regulations of the Company. In these Articles,
words and expressions used in the attached Memorandum of Association shall have the same
meaning and, unless otherwise required by the context, the singular shall include the plural and
vice-versa, the masculine shall include the feminine and neuter and references to persons shall
include corporations and all legal entities capable of having a legal existence.
SHARES
2. No share shall be issued except as fully paid up.
3. The name and address of every person being the holder of registered shares, and the date when
they became or ceased to become a shareholder, shall be entered in the share register.
4. Every person whose name is entered as a shareholder in the share register being the holder of
registered shares shall, without payment, be entitled to a certificate from the Company
specifying the share or shares held and the par value thereof, provided that in respect of a
registered share or shares held jointly by several persons, the Company shall not be bound to
issue more than one certificate, and delivery of a certificate for a share to one of several joint
holders shall be sufficient delivery to all.
5. Every person to whom shares are issued must hold a certificate or such other proof as may legally
be acceptable specifying the share or shares held, and the certificate must be issued under the
Seal of the Company.
6. If a certificate is worn out or lost, it may be renewed on production of a worn-out certificate or
on satisfactory proof of its loss, together with such indemnity as the directors may reasonably
require. Any shareholder receiving a share certificate shall indemnify and hold the Company, its
directors and its officers harmless from any loss or liability which it or they may incur by reason
of wrongful or fraudulent use or representation made by any person by virtue of the possession
of such certificate.
SHARE CAPITAL
7. Each Company shall have such amount of the share capital as is required for it to achieve its
objects, provided always that it shall be:
(i)
denominated in AED,
(ii)
be at least AED 300,000 divided into 300 shares of AED 1000 par value or such
other minimum amount of the share capital as Implementing Regulations may
determine from time to time for FZEs or FZCs which conduct particular
prescribed activities.
TRANSFER OF SHARES
8. Subject to the provisions of the laws in place in the United Arab Emirates and the Umm Al Quwain
Free Trade Zone, registered shares may be transferred by a written instrument signed by the
transferor and containing the name and address of the transferee, or in such other manner or
form and subject to such evidence as the shareholders shall consider appropriate. The transfer
shall take effect subject to approval by a resolution of all the shareholders and the Authority on
registration of the transferee as holder of the shares and on surrender of the certificate, if any,
representing the transferred shares.
MANAGEMENT
9. Manager
(i)
The Company shall have a manager who shall have the responsibility for the dayto-day management, supervision and control of the Company business and be
such authorized representative in dealing with the Authority and third parties.
(ii)
The position of the manager can be held by a shareholder, a director or an
employee.
(iii)
Wherever in the Company Regulations an obligation or duty is placed on the
Company or it is authorized to do any act, unless the context otherwise requires,
such obligation, duty or act may be carried out by the manager.
10. Directors
(i)
Without prejudice to the overall management authority of the Company’s
shareholder or shareholders (as relevant) and the manager, the business and
affairs of the Company shall be conducted by its directors and other officers if
any.
(ii)
The Company shall have at least one director and one secretary which shall be
registered in each register of directors and officers. The office of a director and
of the secretary may be held by the same person.
11. Other officers
(i)
The directors may nominate such officer or officers among themselves or other
employees as may be required effectively to manage the Company’s affairs and
delegate to them the relevant management authorities, Subject to the provisions
of the laws in place in the United Arab Emirates and the Umm Al Quwain Free
Trade Zone.
ELECTION, TERM AND REMOVAL OF THE OFFICERS
12. The first director or directors as relevant, the secretary and the manager of the Company shall
be the persons stated as such in the prescribed application form submitted to the Registrar for
incorporation purposes.
13. Following the incorporation, each director, secretary and manager shall be elected or re-elected
(in the event of expiry of the preceding term of the relevant director, secretary or manager) by
a Shareholder Unanimous Resolution.
14. Each director, secretary and manager shall hold office for a period determined by the
shareholders for such term as the shareholders may determine and may be removed by them or
until his earlier death, resignation or disqualification or, at any time, removal by shareholders
as relevant.
GENERAL MEETINGS
15. The shareholders shall convene a general meeting at least once in every financial year. The
annual general meeting shall be held within 4 months of the end of the financial year of the
Company. Other general meetings may be held as and when required.
16. Each notice of a general meeting, other than an annual general meeting, shall be given by the
directors or by the manager to each shareholder at least 21 days prior to and excluding the date
of the general meeting, unless the notice requirement for a particular meeting is unanimously
waived by all the shareholders at the meeting.
17. Without prejudice to regulation 3.21 of the Company Regulations, a general meeting may take
place in the registered office of the FZC or in the place set out in the notice of a general meeting.
The place or method of holding the meeting shall be set out in the notice of a general meeting.
18. Each general meeting shall be convened at the time and the date set out in the notice of a
general meeting. Notice can be given by email, facsimile or registered letter with an
acknowledgement of receipt addressed to each shareholder.
19. Each general meeting shall have an agenda which shall be set out in the notice of a general
meeting, provided that the agenda for an annual general meeting shall always include the
following:
(i)
Election, removal or re-election, and remuneration and other terms of service of
the manager, the director or the directors as relevant.
(ii)
Appointment, re-appointment or termination, and remuneration and other terms
of service of the Company’s auditor.
(iii)
Approval of the financial statements and auditor’s report.
(iv)
Other matters reserved for shareholder decisions by the Company Regulations.
20. Any general meeting, other than the annual general meeting, may be called and notice of such
meeting shall be given, at the request made by a shareholder.
VOTING AT GENERAL MEETINGS
21. At any general meeting each shareholder shall be entitled to one vote for each share held by
him. Votes may be given in person or by proxy.
22. The instrument appointing a proxy shall be produced at the place appointed for the meeting
before the time for holding the meeting at which the person named in such instrument proposes
to vote.
23. The instrument appointing a proxy shall be in the following form or in such other form as the
Chairman of the meeting shall accept as acceptable evidence of the wishes of the shareholder
appointing the proxy.
FORM OF PROXY
I ……. being a shareholder of the above Company, hereby appoint ………. of ……… to be my
proxy to vote for me and on my behalf at the meeting of shareholders to be held on the ……
day of ………………, and at any adjournment thereof.
Signed this ……. day of ………………….
___________
Shareholder
DIRECTORS DECISION-MAKING
24. The directors may convene a board meeting as and when necessary. Each meeting shall be
convened at a place, time and date, and shall have the agenda, which shall be set out in the
notice of a board meeting.
25. The notice of a board meeting shall be given to each director by the manager at the request of
any director at any time.
26. No business shall be transacted at a board meeting unless it is attended by all the directors or
their alternates.
27. Decisions at a board meeting shall be validly made by unanimous vote of the directors present
or represented by their alternates.
MEETINGS HELD BY A TELEPHONE OR VIDEO CONFERENCE
28. A meeting of directors or a general meeting of the shareholders (other than the annual general
meeting) may be held by means of such telephone, video, electronic or other means of
communication as shall permit all persons participating in the meeting to communicate with each
other clearly, simultaneously, and instantaneously, and participation in such a meeting shall
constitute presence in person at such meeting.
WRITTEN RESOLUTION
29. Anything that may be done by a resolution in a general meeting of the shareholders (other than
an annual general meeting) or in a board meeting may instead be done by a written resolution.
30. A written resolution may be signed in any number of counterparts and by the different signatories
thereto on separate counterparts, each of which when so signed shall constitute an original, but
all counterparts shall together constitute one and the same written resolution.
31. A written resolution signed by all the directors or by all shareholders as relevant shall be as valid
as if it had been validly passed at a board meeting or a general meeting (other than the annual
general meeting) as the case may be.
32. The date on which a written resolution is validly passed shall be the date on which it is registered
on receipt by the secretary in the minute book.
MINUTES
33. The secretary shall record minutes of all proceedings of general meetings and of all proceedings
of board meetings of directors and enter them promptly in the minute book which the secretary
shall keep and maintain for that purpose. The minutes shall be signed by each shareholder or
director as relevant present or represented at the relevant meeting.
34. The minute book shall be evidence of the proceedings and, until the contrary is proved, a
meeting shall be deemed to have been duly held and convened and the business conducted
thereat shall be deemed to be valid.
REGISTER OF DIRECTORS AND OFFICERS
35. The secretary shall keep a register of directors and officers which shall at all times be up-todate and include each officer’s first name, surname, date of birth, address for notice purposes,
term of appointment, apportioned responsibilities and such other details as are required by the
shareholders as relevant or by Applicable Law.
FINANCIAL YEAR
36. The financial year of the Company shall commence on 1 st January and shall end on 31st December
each year, with the exception of the first financial year, which shall commence on the date of
the registration of the Company in the Companies Register and end on the 31 st December of the
next year, provided that no financial year shall exceed 18 months or be less than sixth months.
FINANCIAL STATEMENTS
37. The director or the directors as relevant shall prepare for each financial year:
(i)
a balance sheet as at the last day of the year; and
(ii)
a profit and loss account.
Such accounts shall form part of the Company’s financial statements.
38. The director or the directors as relevant shall cause the following to be prepared for each
financial year:
(i)
(ii)
financial statements which shall include:
a.
a statement of the results of operations for such period (that is, a
profit and loss account),
b.
a statement of retained earnings or deficit,
c.
a balance sheet at the end of such period which shall be signed by the
sole director or two of the directors as relevant,
d.
a statement of changes in the financial position of the Company for such
period,
e.
notes to the financial statements which shall include a description of the
generally applicable accounting principles used in the preparation of the
financial statements,
f.
such further information as is prescribed by the Memorandum and
Articles of Association,
the auditor’s report in respect of the financial statements.
39. The director or the directors as relevant shall, through the manager, provide or make otherwise
available to each shareholder a copy of the financial statements and the auditor’s report at least
7 days prior to and excluding the date of the annual general meeting.
AUDITOR
40. Each auditor shall be an independent Body Corporate which shall be duly licensed to conduct
financial audit in the Zone under the Applicable Law.
41. The auditor shall conduct independent financial audit of, and shall report to the shareholders
on, the financial statements and such other financial matters concerning Company’s affairs as
the shareholders may require.
SEAL
42. If a Seal is adopted by the Company, the directors shall provide for the safe custody of the Seal,
and every instrument to which the Seal shall be affixed shall be signed by one or more persons
so authorised from time to time by the directors. If so authorised by resolution of directors, a
facsimile of the Seal and of the signatures of any authorised signatory as is herein provided may
be reproduced by printing or other means on any instrument, and shall have the same force and
validity as if the Seal had been affixed to such instrument and the same had been signed as
hereinbefore described.
DIVIDENDS AND RESERVES
43. Subject to the approval of the shareholders, the directors may from time to time declare and
pay a dividend whether interim or final and whether in money or in specie, but no dividend shall
be declared and paid:
(a)
except out of surplus;
(b)
unless the directors determine that immediately after payment of the dividend:
(i)
the Company will be able to satisfy its liabilities as they become due in the
ordinary course of its business, and
(ii)
the realisable value of the assets of the Company will not be less than the sum
of its total liabilities and of its capital as shown in the books of account.
44. The directors may, before declaring any dividend, set aside out of the profits of the Company
such sum as they think proper as a reserve fund for whatever purpose, and may invest the sum
so set apart as a reserve fund upon such securities as they may select.
45. The directors may deduct from the dividends payable to any shareholder all such sums of money
as may be due from that shareholder to the Company.
46. Notice of any dividend that may have been declared shall be given to each shareholder in manner
hereinafter mentioned, and all dividends unclaimed for three years after having been declared
may be forfeited by the directors for the benefit of the Company.
47. No dividends shall bear interest as against the Company.
48. Any one of the joint holders of a share may give a valid receipt to the Company for dividends
paid thereon.
NOTICES
49. A notice may be served by the Company upon any registered shareholder either personally or by
posting it by airmail service in a prepaid letter addressed to him at his address as shown in the
share register or by telex, telegram, cable or other written electronic communication.
50. All notices directed to be given to the shareholders shall, with respect to any share to which
persons are jointly entitled, be given to whichever of such person is named first in the register
of shareholders, and notice so given shall be sufficient notice to all the holders of such share.
51. Any notice, if served by post, shall be deemed to have been served within ten days of posting
and in proving such service, it shall be sufficient to prove that the letter containing the notice
was properly addressed and put into the post office. Notices by telex, telegram, cable or other
written electronic communication shall be deemed to have been served 24 hours after dispatch.
52. Notice may be served on the Company by posting it by prepaid service addressed to the Company
as its Registered Office.
APPLICABLE LAW
53. The Company shall abide by the UAQ Free Trade Zone Company Regulations at all times.
54. Whenever any differences arise between the Company on the one hand and any of the
shareholders, their heirs, executors, administrators or assigns on the other hand touching the
true intent and construction or the incidence or consequences of these Articles, touching
anything then or thereafter done or executed, omitted or suffered in pursuance of the Law, or
touching any breach or alleged breach or these Articles or to any act affecting the Company or
to any of the affairs of the Company, such difference shall be referred to the Umm Al Quwain
Courts and their judgment shall be final and binding on all parties concerned.
DISSOLUTION OF THE COMPANY
55. The Company shall be dissolved for any of the following reasons:
(i) resolution by the shareholders to dissolve the Company;
(ii) fulfilment of the objects for which the Company was established, if so desired by the
shareholders;
(iii) amalgamation of the Company with another company;
(iv) upon the rendering of a decision from the Court to dissolve the Company.
LIQUIDATION OF THE COMPANY
56. One or more liquidators shall be appointed by the shareholders, unless the shareholders agree
otherwise upon the dissolution of the Company. If the liquidation is by decision of the Court, the
Court shall determine the manner of the liquidation and shall appoint a liquidator, and the
powers of the director(s) shall cease when the liquidator is appointed.
AMENDMENT TO ARTICLES
57. The Company may by a resolution of shareholders alter or modify these Articles as originally
drafted or as amended from time to time.
GOVERNING LAW
58. The Company shall be subject to the laws, rules and regulations from time to time in
force in the Umm Al Quwain Free Trade Zone.
MISCELLANEOUS
59. Matters not provided for in these Articles of Association may be subject to additional regulation
issued by the Authority.
In witness whereof, we the undersigned do hereby subscribe our names to these Articles of Association
on [Date].
Shareholders Name & Address
Share Holding
Name & Address
No of Shares shares
Name & Address
No of Shares shares
Name & Address
No of Shares shares
Name & Address
No of Shares shares
Name & Address
No of Shares shares
Signature