MEMORANDUM OF ASSOCIATION
OF
[ABC GENERAL TRADING L.L.C.]
1. Name of the Company
The name of the Company shall be:
[ABC GENERAL TRADING L.L.C.]
(Hereinafter referred to as the “Company”)
2. Registered Office
The registered office of the Company shall be situated in:
[Emirate / City, Country]
or at such other place as may be determined by the Partners in accordance with applicable laws and regulations.
3. Objectives of the Company
The objectives for which the Company is established are:
- To engage in general trading, including the import, export, wholesale, retail, distribution, and sale of permitted goods and products.
- To carry out commercial, industrial, and service-related activities as permitted by the relevant licensing authority.
- To enter into contracts, agreements, and arrangements necessary or incidental to achieving the Company’s objectives.
- To acquire, lease, own, manage, and dispose of movable and immovable property required for the Company’s business.
- To undertake any lawful activities related or ancillary to the above objectives, subject to applicable laws.
4. Capital of the Company
The share capital of the Company shall be:
AED [●]
divided into [●] shares, each having a nominal value of AED [●], fully subscribed and paid as follows:
| Partner Name | Number of Shares | Value (AED) |
|---|---|---|
| Partner 1 | [●] | [●] |
| Partner 2 | [●] | [●] |
5. Partners
The Company shall be owned by the following partners:
- [Full Name of Partner 1]
Nationality: [●]
Passport / Emirates ID No.: [●] - [Full Name of Partner 2]
Nationality: [●]
Passport / Emirates ID No.: [●]
(Add or remove partners as applicable)
6. Liability of Partners
The liability of each Partner shall be limited to the extent of his/her shareholding in the Company’s capital, in accordance with applicable law.
7. Management of the Company
- The Company shall be managed by [one or more Managers] appointed by the Partners.
- The Manager(s) shall have full authority to:
- Represent the Company before all authorities;
- Sign contracts, agreements, and legal documents;
- Open, operate, and close bank accounts;
- Appoint employees and consultants;
- Conduct all acts necessary for the Company’s business.
- The powers of the Manager(s) may be restricted or expanded by a Partners’ Resolution.
8. Profit and Loss Distribution
- Profits and losses shall be distributed among the Partners in proportion to their shareholding, unless otherwise agreed in writing.
- Annual accounts shall be prepared at the end of each financial year.
9. Financial Year
The financial year of the Company shall commence on 1 January and end on 31 December of each year, unless otherwise determined by the Partners.
10. Transfer of Shares
- No Partner shall transfer or assign his/her shares without the prior written consent of the other Partner(s).
- Any transfer shall be subject to applicable laws and approval of the competent authority.
11. Dissolution and Liquidation
The Company shall be dissolved in any of the following cases:
- Expiry of the Company’s term (if applicable);
- Decision of the Partners;
- Loss of all or substantial assets;
- Any other cause provided by law.
Upon dissolution, the Company shall be liquidated in accordance with applicable laws.
12. Governing Law
This Memorandum of Association shall be governed by and construed in accordance with the laws of [Country / Emirate].
13. Final Provisions
Any matter not expressly provided for herein shall be governed by the applicable company laws and regulations.
SIGNATURES
IN WITNESS WHEREOF, the Partners have executed this Memorandum of Association on this ___ day of __________ 20__.
| Name | Signature |
|---|---|
| [Partner 1] | __________ |
| [Partner 2] | __________ |
Witnesses
- Name: ____________________
Signature: _______________ - Name: ____________________
Signature: _______________