Articles of Association (AOA)

Articles of association are the internal rulebook of a company, governing how it is run: shareholder meetings and voting, director appointment and removal, share transfers and pre-emption rights, dividends, and quorum requirements. In the UAE the terminology varies by jurisdiction — onshore LLCs typically operate under a memorandum of association that combines these functions, while joint stock companies and companies in free zones such as DIFC and ADGM adopt separate articles, often based on model templates that founders can customise. The articles bind the company and its shareholders, and a transfer or board decision made in breach of them can be challenged. It matters because investors and lenders read the articles before committing — drag-along, tag-along and pre-emption clauses live here — and because governance disputes are decided by what the articles actually say rather than what partners assumed. You meet them at incorporation, in funding rounds, and in every shareholder dispute.