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The MOA in the UAE, short for memorandum of association, is the founding document of your company. In a free zone you rarely write it from scratch. Most zones issue a standard MOA, or articles of association (AOA), as part of the setup package. Where you do need to act is when something changes. A new manager, a share transfer or a decision by a parent company needs a board or shareholder resolution, and often a new or amended MOA that the zone must approve.
UAEFreeZoneDirectory.com is an independent directory. We are not a free zone registrar or a law firm. If you want the paperwork done, we send your request to a licensed partner.
MOA and AOA come with the licence
Several zones list the founding documents inside their packages:
| Free zone | Package | Founding documents included |
|---|---|---|
| Ajman Media City Free Zone | Business Club, AED 4,999 a year | MOA or AOA, share certificate, certificate of incorporation |
| Ajman NuVentures Centre Free Zone | Zero Visa, from AED 4,888 | MOA or AOA, share certificate, commercial registry, incumbency certificate |
| SPC Free Zone | E-Publishing, from AED 4,999 | MoA, share certificate, certificate of formation |
| DMCC | Basic Biz, AED 35,484 | True copy of the resolution |
Sources: AMC, ANCFZ, SPC Free Zone and DMCC package pages, checked .
Elsewhere the MOA shows up as a line in the setup cost. A Dubai Airport Free Zone Smart Office price table, published by one agency and copied on a second site, shows MOA/AOA as its own fee line next to the licence and registration. One source is not enough for us to print the amount. Jafza lists the MOA among the documents you submit, and RAK Maritime City has you sign it together with the land lease.
Which document you get depends on the zone and the company type. At Ajman Free Zone, a single shareholder FZE has an MOA and a multi shareholder FZC has an AOA.
When you need a board resolution
A resolution is the written record of a decision by the directors or shareholders. Free zones ask for one in these cases:
- Setting up a subsidiary or branch. The parent company's board approves the new entity and names its manager. UAQ Free Trade Zone, Fujairah Free Zone, Ajman NuVentures Centre and Innovation City all list it for corporate shareholders.
- Forming an FZ-LLC with individual members. Dubai Development Authority zones ask for a resolution for incorporation.
- Changing the manager. The new appointment needs a resolution and, at many zones, an updated MOA or AOA.
- Transferring shares. Owners resolve to approve the transfer, and the UBO register changes with it.
- Closing the company. Agency liquidation packages list a board resolution among the first steps. See company liquidation.
What a board resolution should say
Zones are strict about wording, because they rely on it. A usable resolution normally states:
- The full name and registration details of the company making the decision.
- The date and place of the meeting, or that it was passed in writing.
- The decision itself in plain words, for example "to establish a branch in SRTIP".
- The name, nationality and passport number of any person appointed.
- The authority given to a named signatory to sign the free zone forms.
- Signatures of the directors or shareholders, matching the company's records.
Ask your free zone for a template before you draft. Where a zone has one, a resolution in the zone's own format goes through faster. A resolution from a company abroad then goes through notarising and attestation, explained on our company document attestation page.
What changes cost
Only a few zones publish amendment fees. Ajman Free Zone is one: changing a manager costs AED 2,500, made up of a AED 500 amendment fee and AED 2,000 for the new AOA or MOA, and it is done the same day. For other zones, ask for the fee before you file. Our licence amendment page covers shareholder, name and activity changes in more detail.
Mistakes that send papers back
- A resolution signed by people who are not on the company's records.
- Different spellings of names between the resolution, passports and MOA.
- A parent resolution that does not say who may sign in the UAE.
- Updating the MOA but not the UBO register, or the other way round.
- Using a template from another zone without checking the wording.
Get it drafted
Use the form on this page. Tell us your free zone, your company type and the change you are making. A licensed partner drafts the resolution and any amended MOA in the zone's format, files it, and quotes one fee before starting. If a foreign parent owns your company, the holding company page explains the structure options.
Sources
- https://afz.gov.ae/en/help-and-support/faqs.html (MOA for FZE, AOA for FZC, manager change fee)
- https://amc.gov.ae/business-club-package (AMC package documents)
- https://ancfz.ae/packages-and-offers/ and https://ancfz.ae/types-of-companies/ (ANCFZ package and branch documents)
- https://www.spcfz.ae/blogs/spc-free-zone-announces-a-new-business-license-to-support-online-publishing/ (SPC E-Publishing documents)
- https://dmcc.ae/business/business-setup-packages (DMCC Basic Biz)
- https://emirabiz.com/dubai-airport-free-zone-company-setup/ and https://www.uaefreezones.com/dafza_dubai_airport_free_zone.html (DAFZ MOA/AOA line, one shared table)
- https://www.jafza.ae/business-setup/company-formation/ (Jafza documents)
- https://dda.gov.ae/registration-licensing/setting-up-a-business/free-zone-limited-liability-company/registration-fz-llc-with-natural-person (resolution for incorporation)
- UAQ Free Trade Zone new company document list, https://freezone.fujairah.ae/en/start-your-business and https://innovationcity.com/faq (corporate shareholder resolutions)
