MOA Amendment in the UAE: Addendum to MOA

What an MOA addendum is, and when you need one

An addendum is a document attached to the original memorandum of association that records a specific change, rather than replacing the MOA entirely. UAE companies typically need one for:

• A new shareholder joining, or an existing shareholder leaving or transferring their shares.
• A change of manager or the scope of the manager’s signing authority.
• A change to the company’s registered business activities.
• An increase or decrease in share capital.
• A change of company name or registered address.

Because these changes affect who can sign for the company and what it is allowed to do, an addendum is treated with the same seriousness as the original MOA, not as an informal note.

Mainland versus free zone: who approves the change

For a mainland Dubai company, changes to the MOA generally need shareholder approval followed by notarisation and filing with the relevant licensing authority. For a free zone company, the free zone authority sets its own process and paperwork for amendments, which can differ from mainland practice. Tell us your company type and free zone or mainland status and we will confirm the current route.

Steps: draft, signatures, notarisation, submission

The general sequence for amending a UAE company’s MOA looks like this:

1. Shareholders agree the change and, where required, pass a resolution recording that agreement.
2. The addendum is drafted, referencing the original MOA’s date and the specific clause being changed, with the old and new wording set out clearly.
3. All required signatories sign the addendum, in person before the notary or through a properly authorised representative.
4. The notarised addendum, together with the original MOA and supporting documents such as the trade licence, is filed with the licensing authority for the updated record to be issued.

We prepare the addendum and the supporting file so each step is ready before you sign with our in-house notary public.

Signing through a power of attorney

If a shareholder or manager cannot attend the signing in person, for example because they are abroad, they can usually authorise someone else to sign the addendum on their behalf through a properly notarised power of attorney. That power of attorney itself needs to go through the notarisation, and, if it was signed outside the UAE, the legalisation and MOFAIC attestation chain, before it can be used here. See our company power of attorney page for how that works, and our power of attorney for share transfer page if the change involves a shareholder selling out.

Arabic and bilingual text

Notarised instruments in the UAE are generally drafted in Arabic, with a conditional exception for certain document types, and bilingual Arabic and English drafting is common practice for an MOA addendum so every shareholder can read exactly what is changing. A translation used for an official purpose should come from a legal translator registered with the UAE Ministry of Justice.

Sample addendum outline

An addendum to an MOA typically follows this structure, drafted specifically for your document rather than filled in from a template:

• Heading identifying it as an addendum to the named MOA, with the original MOA’s date and reference.
• The company’s name, trade licence number and registered address.
• A clear statement of the clause being amended, the old wording, and the new wording.
• The effective date of the change.
• Signature blocks for every shareholder or authorised signatory required.