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Does an ADGM entity have Memorandum of Association?
Does an ADGM entity have Memorandum of Association?

An ADGM entity is not formed with a Memorandum of Association. It is incorporated with Articles of Association and key application documents

Updated over a week ago

In many jurisdictions companies are formed with a Memorandum of Association (MoA) and Articles of Association (AoA). The MoA is a legal statement by signed all the initial shareholders of a company agreeing to form the company. It usually states the company’s name, its form and structure, the company’s objects and shareholder liability. The AoA then cover everything to with the operational framework of a company including the rules that regulate the actions of the shareholders and directors. This includes:

  • Corporate powers

  • Shares – issue, allotment, liability, class rights, transfers

  • General meetings – voting, proxies

  • Directors – appointment, powers, meetings

  • Company Secretary, execution of documents, bank signatories

  • Corporate organisational matters

ADGM has removed the requirement for the MOA. A company is formed in ADGM by one or more persons confirming to the ADGM Registrar that they wish to form a company and submitting the required registration documents. This intention to form an ADGM Company is evidenced by a written resolution which is signed by the incorporating shareholders that approves:

  • the formation of the company and the company's proposed name;

  • the number and class of shares that the initial shareholders are subscribing for in the new company;

  • the appointment of the initial directors and other office holders; and

  • the Articles of Association of the Company.

All ADGM companies must have Articles of Association. ADGM provides the option of forming the company with the ADGM Model Articles of Association. Alternatively a company may amend the Model Articles or adopt bespoke Articles.

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