Company Formation Contracts - part of Notary Public Services · Instant PRO

Memorandum of Association (MOA) in Dubai

At Instant PRO we draft your company’s Memorandum of Association in Dubai in Arabic, in accordance with its legal form and the content of the Initial Approval, and we then complete the contract’s authentication path before the authority designated for it according to the nature of the transaction. We aim to complete the transaction within one business day, provided the documents and signatures are complete and no additional note or requirement is raised by the Competent Authority.

If the client has not yet obtained the Initial Approval from Dubai’s Department of Economy and Tourism, we obtain it on their behalf for a separate fee agreed in advance, so that the formation-contract transaction proceeds directly without moving between two entities. After the contract is completed, whoever wishes may follow up on issuing the trade licence themselves, or entrust us to follow it up on their behalf – including paying the government fees – for a separate fee set out in advance.

Send us the Initial Approval and the partners’ documents, and we begin at once. If they are not ready, we obtain the approval for you first and then complete the contract in a single track.

The Legal Framework of the Formation Contract

A company’s formation contract is the contract concluded by the partners to establish the company and to regulate their relationships among themselves and with third parties. Civil-law jurisprudence – including the treatment set out by Al-Sanhūrī in Al-Wasīṭ – has long regarded it as a consensual contract par excellence, whose authority against third parties is not perfected until the form, authentication, and registration prescribed by law have been satisfied.

Article (14) of Federal Decree-Law No. (32) of 2021 on Commercial Companies and its amendments requires that a company’s formation contract, and every amendment to it, be drawn up in Arabic and authenticated before the Competent Authority, and renders any breach of this void, while permitting authentication to take place either by personal attendance or by electronic signature as that authority determines, with authentication before the Notary Public in the cases specified by decisions issued by it. In the Emirate of Dubai, the Competent Authority is the Department of Economy and Tourism (DET).

Article (15) then requires the formation contract and any amendment to it to be entered in the Commercial Register at the Competent Authority, and provides that failure to register renders the contract unenforceable against third parties. Article (21) provides that the company acquires legal personality as of the date of its entry in the Commercial Register at the Competent Authority, after which the trade licence is issued upon payment of the fees, entitling the company to carry on its activity. The work of the Notary Public – both public and private – is conducted in Dubai under the umbrella of the Dubai Courts, pursuant to Dubai Law No. (4) of 2013 as amended by Law No. (26) of 2021, which introduced the “electronic notary public” among the official authentication channels.

Initial Approval: The Starting Point of the Transaction

The Initial Approval is a decision issued by Dubai’s Department of Economy and Tourism confirming that it has no objection to establishing the company, after verifying the trade name, the activity, and the partners, and satisfying the preliminary requirements. It is not a licence and does not entitle the holder to carry on the activity; rather it is the step that precedes authentication of the formation contract within the official track approved for establishing mainland companies in Dubai, as set out on the UAE Government portal u.ae and the official Dubai Government portal.

We ask the client to provide it to us at the start of the transaction, because it is the reference against which the contract is drafted as to the name, the activity, and the partners’ shares. If it is not ready, we obtain it as an additional service for a fee agreed in advance, and then move directly to preparing the contract. The issuing entity is Dubai’s Department of Economy and Tourism; the office does not issue it.

What We Require From the Client to Begin

The Notary Public verifies three matters: the signatory’s identity, their capacity, and their authority. From these the documents branch out, and the required document differs according to the partner’s capacity and the track of the transaction; we set out for the client what their case requires before commencing.

For individuals: an Emirates ID holder is required to submit a valid ID within the file, and it is required in practice for anyone wishing to complete the matter remotely through the electronic notary public system. As for a non-resident partner, their documents are reviewed in accordance with the Competent Authority’s requirements, and a valid passport with full particulars is submitted.

For legal persons: a valid trade licence of the partner company, its formation contract and latest addenda, the resolution authorising its representative to sign the new company’s contract, and a document evidencing the representative’s authority. Documents issued outside the State require their chain of attestations to be completed and a certified legal translation into Arabic where they are not already in it.

Certain activities or legal forms may require additional documents determined by the Department of Economy and Tourism according to the case, such as approvals from regulatory bodies over the activity, or a no-objection certificate where applicable. We note that a discrepancy in the name across the ID, the passport, and the licence – even by a single letter – is among the most common causes of transactions being rejected, and we reconcile the names before drafting.

Methods of Signing the Contract

The current system in Dubai allows more than one method of signing the formation contract, chosen according to the nature of the transaction, the partners’ circumstances, and what the Competent Authority and the Notary Public accept. Whoever is able to attend in person may appear before the Notary Public within the Dubai Courts system, and this is the customary track. Whoever prefers to complete the matter remotely may do so in eligible cases through the electronic channel approved by the Dubai Courts – the one referred to in Dubai Law 4/2013 as amended by 26/2021 as the “electronic notary public” – provided that identity is verified by the means the authority determines, and eligibility of the case rests with the Notary Public’s assessment. The third method is representation by a Power of Attorney, which we detail in the following section.

There is no single track binding on everyone among these three methods. We coordinate with the client the method most suitable to their case before the day of signing, according to what the Competent Authority permits.

Representation by a Power of Attorney

A party may authorise someone to act on their behalf under an authenticated Power of Attorney to sign the formation contract in their stead, whether they are outside the State or unable to attend for another reason. Since a general Power of Attorney does not empower the attorney – as settled in civil-law jurisprudence, including the treatment set out by Al-Sanhūrī in Al-Wasīṭ – beyond acts of management, signing a formation contract, being an act that creates the company, requires a Power of Attorney that covers this authority specifically and unambiguously, the scope of which is reviewed before it is submitted to the Competent Authority.

A Power of Attorney issued within the Emirates is authenticated before the Notary Public in Arabic. One issued outside the State, however, requires in the customary track notarisation in the country of issue, then a chain of attestations ending with the Ministry of Foreign Affairs in the UAE, then a certified legal translation into Arabic if it was issued in another language; and the order here is essential: the document is attested and then translated, not the reverse. The track may differ in some cases according to the country of issue, the type of document, and bilateral treaties, and the UAE is not, to date, a party to the Hague Apostille Convention.

We review the wording of the Power of Attorney, the scope of its authority, and its supporting documents before the day of authentication to reduce the likelihood of procedural rejection, without this being a guarantee of its acceptance; the decision rests with the Competent Authority.

Completion Time for the Formation Contract

We target completing the formation-contract transaction within one business day once the requirements are complete – the Initial Approval, the partners’ documents, the Power of Attorney if any, and the parties’ presence by the agreed method – and there is no note or additional requirement raised by the Competent Authority on the specific case.

The period may extend if the Initial Approval needs amendment, or the file requires a foreign document needing attestation and translation, or the signatures cannot be gathered in a single day. The period stated is an operational commitment by the office drawn from practice, and is not a period announced by the government entity.

After the Formation Contract

After the formation contract is entered in the Commercial Register at Dubai’s Department of Economy and Tourism, the company acquires its legal personality pursuant to Article (21) of the Commercial Companies Law, the Department issues the fee voucher, and upon its payment the trade licence is issued, entitling the company to carry on its activity.

The client may complete this stage themselves, or entrust Instant PRO with following it up on their behalf, including paying the government fees and receiving the licence, for a separate fee set out in advance. Matters that follow – opening a labour file, issuing an establishment card and a corporate card, and residency arrangements – are separate transactions that can be discussed in due course.

Practical Steps to Obtain the Service

Step 1 - Send the Documents

Send us the Initial Approval and the partners’ documents, or describe the case if the approval is not yet ready.

Step 2 - Characterise the Transaction

We review the partners’ data, determine the legal form and the contract’s content, and check whether the file needs a Power of Attorney.

Step 3 - Prepare the Draft

We draft the formation contract in Arabic in accordance with the Initial Approval and the legal form, and coordinate the signing method.

Step 4 - Signing

In person, electronically through the channel approved by the Dubai Courts, or through an attorney under a sufficient Power of Attorney.

Step 5 - Authentication and Registration

We complete the authentication path and register the contract in the Commercial Register at the Department of Economy and Tourism, and deliver the final copy.

Step 6 - The Licence (optional)

On request, we follow up on paying the fee voucher and issuing the trade licence on the client’s behalf for a separate fee.

Fees and Charges

Notice: Government fees vary according to the type of transaction, the value of the contract, and the authentication path, and are shown to the client at their actual value before the procedure begins. They are separate from Instant PRO’s fees and from the fees of the additional services (obtaining the Initial Approval, following up on licence issuance), and they do not include certified legal translation fees or the fees of any other entity connected to the file where applicable.

The fees prescribed for Notary Public transactions in Dubai are set by published government decisions (among them Cabinet Resolution No. (19) of 2024, and Dubai Decree No. (312) of 2025 on private notary public fees), and the Notary Public sets them out at their actual value according to the transaction. The full cost is provided to you in writing – the government fee, the private notary public’s fees if they enter the track, our fees, then whatever the case may require by way of translation or attestation – before commencing, so that you are not surprised by any increase afterwards.

What the Formation Contract Service Includes

The service begins by reviewing the Initial Approval, its content, and its match to the required legal form, then reviewing the partners’ documents and completing whatever is missing. We then prepare a draft of the formation contract in Arabic in accordance with the company’s legal form, and review the Power of Attorney where one exists to confirm it satisfies the required authorities – without guaranteeing its acceptance by the Competent Authority. We then coordinate the most suitable signing method (in person, electronic, or by POA), and complete the authentication path through to delivery of the final copy.

And on request: we obtain the Initial Approval if it is not ready, or follow up on issuing the trade licence after the contract – each for a separate fee agreed in writing in advance.

Why Instant PRO for Formation Contracts?

Characterising the Transaction Before Submission

We review the Initial Approval and the partners’ documents and determine the legal form before drafting the contract.

Verifying Signing Authorities

We verify the signatory’s capacity and authority against the licence and the formation contract before drafting an instrument.

Reviewing the Power of Attorney Where One Exists

We review the scope of the POA and its documents to reduce the likelihood of procedural rejection without guaranteeing the authority’s acceptance.

Following Up on Obtaining the Licence

On request, we handle paying the fees and following up on issuing the licence for a separate fee.

An Office in Business Bay

Office 805, Opal Tower, Business Bay, Monday to Friday 9:00–18:00, with a 24/7 emergency line.

Frequently Asked Questions

What is required to begin the formation contract?

The Initial Approval from Dubai’s Department of Economy and Tourism — if it is ready — and the partners’ documents required for the transaction. If the approval is not ready, we obtain it as a separate service for a fee agreed in advance.

What if I do not have an Initial Approval?

The office can obtain it for you from Dubai’s Department of Economy and Tourism as an additional service for a separate fee agreed in advance, and the file then moves directly to preparing the formation contract.

Must all partners attend to sign the contract?

There is no single fixed track. Signing may be done by personal attendance, electronically through the channel approved by the Dubai Courts where the case is eligible for it, or through an attorney under a Power of Attorney that satisfies the authorities.

What if one of the parties is outside the Emirates or unable to attend?

They may authorise someone to act on their behalf under a Power of Attorney that covers the authority to sign the formation contract. A POA issued outside the State requires, in the customary track, a chain of attestations ending with the Ministry of Foreign Affairs in the UAE, with a certified legal translation if it is not in Arabic.

How long does the transaction take?

The office targets completing it within one business day once the requirements are complete and there is no note or additional procedure from the Competent Authority. Cases requiring amendment of the Initial Approval or completion of a foreign document may take longer.

Can the office follow up on issuing the licence after the contract?

Yes. The office can be entrusted with following up on the procedures of Dubai’s Department of Economy and Tourism – including paying the government fees and receiving the licence – for a separate fee agreed upon.

The Next Step

WhatsApp: +971 56 232 7778
Office 805, Opal Tower, Business Bay, Dubai – Monday to Friday, 9 AM – 6 PM
24/7 emergency line.