Free Zone MoA Arabic: What It Contains and When to Act

You set up a company in a UAE free zone. The registration agent handled the paperwork, filed everything, and gave you a stack of documents including the Memorandum of Association — in Arabic. You filed it and never read it.

Two years later, you want to bring on an investor. They ask for the MoA in English. You pull it out and realise you have no idea what it actually says.

What the MoA controls

The Memorandum of Association (عقد التأسيس) is your company’s founding legal document. In UAE free zones, it defines:

Ownership and capital:

• Shareholder names and nationality
• Ownership percentages
• Total share capital and per-share value
• How additional shares can be issued

Permitted activities:

• The exact business activities your company is registered to conduct
• This list is binding — operating outside it can invalidate your license and create regulatory exposure

Governance:

• Who has authority to sign contracts on behalf of the company
• Who can represent the company in legal matters
• How management decisions are made (single manager vs board)

Shareholder exits:

• How shares can be transferred or sold
• Pre-emption rights (whether other shareholders have first right of refusal)
• What happens on the death of a shareholder
• Dissolution procedure

Dispute resolution:

• Which courts or arbitration bodies have jurisdiction over shareholder disputes
• Whether free zone tribunals or mainland courts apply

If you’ve never read your MoA because it’s in Arabic, you don’t fully know the rules your own company operates under.

Free zone by free zone: which language?

English-law free zones (documents in English):

• DIFC — Dubai International Financial Centre, operates under English common law, incorporation documents in English
• ADGM — Abu Dhabi Global Market, same English common law framework

Arabic MoA (with possible bilingual courtesy copy):

• JAFZA (Jebel Ali Free Zone) — Arabic MoA is binding
• DMCC (Dubai Multi Commodities Centre) — Arabic MoA is binding
• IFZA (International Free Zone Authority, Dubai) — Arabic MoA
• RAKEZ (Ras Al Khaimah Economic Zone) — Arabic MoA
• SHAMS (Sharjah Media City) — Arabic MoA
• DUQE (Dubai Quality Certification Authority) — Arabic MoA
• Mainland LLCs — Arabic MoA notarized by a UAE notary public

Some free zones provide a bilingual version as a courtesy. The Arabic version is always the legally binding one in UAE courts. If they differ, the Arabic prevails.

When you’ll need a certified English translation

Corporate bank account opening: Banks performing KYC review your MoA to verify ownership structure and authorised signatories. International banks (HSBC, Standard Chartered, Citi, Mashreq) typically require an English translation. Have it ready before your account appointment — it prevents a second visit.

Investor and partner due diligence: Investors review the MoA to understand what they’re buying into. Their legal counsel in the UK, US, or Europe needs an English document they can analyse. The translation becomes part of the transaction documentation.

Government contracts and tenders: UAE government entities — including DEWA, RTA, and Dubai Municipality — often require certified Arabic documentation alongside English materials. If your MoA is Arabic-only, you may need a certified translation for the English parts of a bilingual submission package.

Court proceedings: If a dispute escalates beyond the free zone’s internal process to Dubai Courts or ADGM, the Arabic MoA is what the court references. A certified translation helps your legal counsel and any foreign parties understand the proceedings.

Free zone renewal and amendments: When amending the MoA to add an activity, change ownership, or adjust capital, a translated version is needed. It helps verify the amendment aligns with the core document.

The MoA vs AoA: what’s the difference?

Some free zones issue two separate documents:

• Memorandum of Association (عقد التأسيس): Company identity, ownership, and activities
• Articles of Association (النظام الأساسي): Internal governance rules — board meetings, voting procedures, management powers

Others combine them into one document. If your registration agent issued you both, both should be translated if you need them for external purposes. Banks and investors typically want both.

Key Arabic legal terms in UAE MoAs

Corporate MoAs use specific Arabic legal terminology. Common terms you’ll encounter:

• رأس المال — share capital
• حصة — share (ownership unit)
• الشريك — partner / shareholder
• المدير — manager / director
• عقد التأسيس — Memorandum of Association / articles of incorporation
• الأنشطة التجارية — permitted business activities
• التصفية — liquidation / dissolution
• نقل الحصص — transfer of shares
• حق الأولوية — right of pre-emption

Generic translation software handles none of these terms correctly in a corporate law context. Use an MOJ-licensed translator who works in UAE corporate law.

Need your free zone MoA translated? Send it via WhatsApp: +971 50 862 0217. Certified translation with correct UAE corporate legal terminology — JAFZA, DMCC, IFZA, mainland, and all free zones covered.