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Guide · Business setup

MOA clauses partners should agree in Dubai

A Dubai mainland LLC's memorandum of association (MOA) records who owns what, who manages the company, how profits are shared and how shares can be transferred. Settle each of those with your partners before the MOA is typed, because changing it later means an amendment recorded with DET. This guide lists the questions to agree, with a lawyer where needed, and the mismatches that delay licenses.

Global Sky PRO teamUpdated 7 November 20263 min read

Key takeaways

  • On the mainland, the MOA is signed after initial approval and before premises and the license.
  • Every partner signs, or a representative with a valid power of attorney; mainland LLC MOAs are usually notarised.
  • Names must match passports, shares must add up and activities must match the initial approval.
  • Changing partners, shares, managers or activities later means amending the MOA and recording it with DET.
  • Global Sky PRO drafts and types MOAs; legal advice on structure comes from a lawyer.

Where the MOA fits

The UAE government portal's mainland sequence runs: activity, legal form, trade name, initial approval, then the MOA, then premises, Ejari, any external approvals and the license. The MOA records ownership, so it has to match everything else in the file.

The questions to agree before drafting

These are business and legal decisions for you and your partners, ideally with a lawyer or accountant. Once you've agreed, we record them accurately.

Topics a mainland MOA usually covers; the wording follows DET's expected structure.
TopicQuestions to settleWhy it matters
OwnershipWhat percentage does each partner hold, and what capital does each contribute?Shares must add up and match the application
ManagementWho is the manager, and what can they sign alone?The manager named must be the person who runs the company
Profit and lossHow are profits shared and when are they paid out?Avoids disputes when the first profits arrive
DecisionsWhich decisions need unanimous or majority approval?Protects minority partners
Share transfersCan a partner sell to outsiders, or must they offer shares to existing partners first?Controls who can join the company
Exit and deadlockWhat happens if a partner leaves, dies or the partners disagree?Gives a route out without closing the company

Mismatches that delay the license

  • A partner's name spelt differently from their passport.
  • Share percentages that don't add up to 100%.
  • Activities that differ from the initial approval.
  • A manager named who won't actually run the company.
  • An amended MOA that no longer matches the trade license.

Signing and notarisation

Every partner signs, or a representative holding a valid power of attorney signs for them. For a mainland LLC the MOA is usually notarised, in person or through the remote options the authorities offer. If a partner is abroad, a power of attorney can save a trip. See power of attorney in Dubai.

Changing the MOA later

When a partner joins or leaves, shares change hands or a new manager is appointed, the MOA is amended, signed and recorded with DET, which then updates the license. The same matching rules apply. Under full foreign ownership rules since 1 June 2021, an MOA may name only foreign partners for most activities.

Free zones use their own company documents, often a standard template reviewed by the zone's authority.

How we help

We draft and type the MOA from what the partners have agreed, check that every figure and name matches the file, and arrange signing and submission. We don't advise on how to split ownership. See MOA drafting.

Sources

Official sources checked on 7 November 2026. This guide explains published rules in plain English and is not legal or tax advice. Rules change; we check the current position for your case before you act.

FAQs

Questions about this topic

Short answers here. Your situation may differ, so ask us before you decide.

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What should an MOA include in Dubai?

The company name, legal form and address, the licensed activities, share capital and each partner's percentage, who manages the company and what they can sign, how profits and losses are shared, how decisions are made and how shares can be transferred.

When is the MOA signed for a mainland company?

After initial approval and before premises, Ejari, any external approvals and the license, according to the UAE government portal's mainland steps.

Source: UAE government portal: steps to start a business on the mainland

Does the MOA need to be notarised?

For a mainland LLC it usually is, either in person or through the remote options the authorities offer. Requirements can change, so confirm the current signing route.

Can a partner sign the MOA through a power of attorney?

Yes. A representative holding a valid power of attorney can sign for a partner.

Can an MOA name only foreign partners?

For most activities, yes. Since 1 June 2021, foreign investors can own up to 100% of a mainland company, except for strategic-impact activities.

Source: UAE government portal: full foreign ownership of commercial companies

How do I change my company's MOA?

Amend it, have the partners sign, and record the amendment with DET, which updates the license. The amended MOA must match the rest of the file.

What clauses protect minority partners?

Clauses on which decisions need unanimous or majority approval, on transfer rules such as first offer to existing partners, and on exit and deadlock. Agree these with a lawyer before the MOA is drafted.

Why was my MOA sent back by DET?

Usually a mismatch: a name that differs from the passport, shares that don't add up, activities different from the initial approval, or a manager who doesn't match the application.

Do free zone companies use the same MOA?

No. Each free zone sets its own company documents, often a template reviewed by its own authority.

Can Global Sky PRO tell us how to split shares?

No. That's a business and legal decision for the partners, ideally with a lawyer or accountant. We record what you've agreed accurately and check it matches your file.

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