v/1.

Government of Dubai

Issued Pursuant to UAE Law No. 2 of

1986
2020

AND ARTICLES OF ASSOCIATION

of
[Dubai Homez] LLC

Incorporated on [12/09/22] , Dubai,

United Arab Emirates
(version 1.1)

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PCCOMPANY
MEMORANDUM OF ASSOCIATION
of
Ll
1 Zaid Amin
2 Karim Alt
3 Chadlia B.
The name of the free zone company is '[insert name] FZCO' (the
Company).
3.1 arepresents. The voting at a General Meeting may be by a show of hands,
if Shareholders holding shares representing 95% of the total capital of the
Company agree to vote by show of hands.
Adjourned General Meetings
3.2 If a quorum is not present at the time fixed for the General Meeting, it shall
be adjourned for a day falling within 14 days of the date fixed for the original
General Meeting at the same time and place. If, at the adjourned General
Meeting (the First Adjourned Meeting), a quorum is not present at the
time fixed for the First Adjourned Meeting, it shall be adjourned by the
Manager, Secretary or Directors for 30 days from the date of the First
Adjourned Meeting (the Second Adjourned Meeting). If at the Second
Adjourned Meeting, a quorum is not present, the General Meeting shall be
dissolved. Notice of a First Adjourned Meeting shall be no more than 7
days before the date on which the First Adjourned Meeting is to be held,
and notice of a Second Adjourned Meeting shall be no more than 15 days
before the date on which the Second Adjourned Meeting is to be held.
3.3 The Shareholders may pass a resolution in writing, signed by all
shareholders entitled to vote. A resolution of the Shareholders in writing
may be signed in counterpart and shall be considered to be passed when
the last Shareholder signs the resolution or its counterpart.
Proxy
3.4 A Shareholder is entitled to appoint a proxy for the purposes of representing
and voting on behalf of a Shareholder at a General Meeting or at a meeting
of a class of shareholders. The instrument of proxy and form of notice to be
provided to the Company for the purposes of appointing a proxy, shall be in
the form prescribed in the Implementing Regulations.
Minutes
3.5 Minutes of General Meetings shall be prepared summarising all decisions
which have taken place at, as well as the decisions taken by, the General
Meeting. The minutes shall be entered in a special register, be signed by
the Manager or chairman of the General Meeting and be kept at the
Company's head office.
3.6 Any Shareholder may have access to the register referred to in Article 7.13,
either personally or by his/its duly authorised representative, and he/it may

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also review the balance sheet, the profit and loss account and the annual
report of the Company.
4 ACCOUNTS
Requirement to prepare Accounts
4.1 The accounts of the Company must be approved by the Directors and must
be examined and reported on by an auditor. Once the accounts are
approved and examined, the Manager must sign the accounts.
4.2 The Directors must, for each financial year, lay before a General Meeting:
(a) the accounts of the Company, as approved by the Directors and
signed by the Manager; and
(b) the report of the auditor,
in order for the Shareholders to consider and if deemed appropriate,
approve the accounts of the Company for the relevant financial year.
4.3 If all of the Shareholders pass a unanimous resolution in writing or at a
General Meeting in respect of a particular financial year, that:
(a) no accounts or auditor’s report should be laid before a General
Meeting for that financial year; or
(b) no auditor should be appointed, subject to the approval of the
Registrar,
the requirement to lay the accounts and the auditor’s report before a
General Meeting or appointing the auditor, will be waived until the
commencement of the next financial year.
Auditor Appointment
4.4 The Registrar shall maintain a list of approved auditors and the Company
must appoint an auditor from the list for the purposes for which the auditor
is required under the Implementing Regulations. The Company may appoint
more than one auditor.
4.5 The Shareholders may by Ordinary Resolution appoint an auditor to hold
office until the close of the next General Meeting. If no appointment is
made, the existing auditor's term will be extended until a successor is
appointed.
4.6 An auditor shall have the right to access the records of the Company that
may be required for the audit. The Company shall provide all information
the auditor considers necessary in order to complete its audit.
4.7 An auditor is entitled to receive notice of a General Meeting and to attend a
General Meeting in respect of an agenda item that is in relation to a matter
that the auditor may be concerned with.
5 SECURITY INTERESTS
Share Pledge
5.1 A Shareholder may pledge all or any of the Shares owned by such
Shareholder to a bank or financial institution in respect of a debt or

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obligation of the Shareholder, the Company or any other person, by virtue

of a written instrument, signed by the relevant Shareholder and the relevant
bank of financial institution, in a form approved by the Registrar.
Other Security Interests
5.2 The Directors may by a resolution of the Directors at a Board meeting,
approve of the Company granting as security for a debt or obligation of the
Company or any other person:
(a) a conditional assignment of a lease agreement entered into by the
Company, in favour of any person;
(b) a mortgage over a building created pursuant to Law no. 1 of 2002
Mortgage of Immovable Property Erected at Jebel Ali Free Zone,
issued by Maktoum Bin Rashid Al Maktoum, Ruler of Dubai, in favour
of a bank or financial institution;
(c) a pledge over the Company’s movable assets, in favour of any
person; or
(d) any other security interest available under the laws of the UAE, in
favour of any person, and as permitted by the Registrar.
5.3 The instrument creating the security interest pursuant to Article 9.2, shall be
in a form approved by the Registrar. The security interest shall be created
at the time the instrument creating the security interest is entered into the
security register maintained by the Registrar.
6 WINDING UP
6.1 The Company may be wound up:
(a) by the Registrar; or
(b) voluntarily, by a Special Resolution.
6.2 The Company may be wound up in any one of the following cases:
(a) the period fixed for the duration of the Company has expired;
(b) when an event as prescribed in these Articles takes place, which
results in the Company being required to be wound up; or
(c) the Shareholders at a General Meeting, by Special Resolution,
resolve for the Company to be wound up voluntarily.
6.3 Subject to the Implementing Regulations, if the Company is to be wound up
voluntarily, the Shareholders may, by Ordinary Resolution, appoint one or
more auditors as liquidators, whose appointment shall be notified to the
Registrar.
7 MISCELLANEOUS
7.1 Subject to the prior approval of the Authority or the Registrar, the
Shareholders may, by Special Resolution, alter, cancel, supplement, or vary
any or all of these Articles, as it may consider appropriate from time to time.
7.2 The Company shall comply with:

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(a) the Memorandum and Articles of Association of the Company;

(b) the Implementing Regulations;
(c) the provisions of Federal Law No (2) of 2015, as applied by the
Registrar; and
(d) the terms of the licence issued by the Authority to the Company.
7.3 If any dispute or claim arises between the Shareholders, which is in any
way connected with this Memorandum and Articles of Association of the
Company, the Shareholders shall try to resolve any issue amicably. In the
event such matter is unable to be resolved amicably, the matter shall be
referred to the Dubai Courts.
7.4 Matters not provided for in this Memorandum & Articles of Association shall
be subject to the Implementing Regulations and the provisions of the UAE
Federal Law No. (2) of 2015 as applied at the discretion of the Registrar.
We, the undersigned, are desirous of forming a free zone company pursuant to this
Articles of Association and agree to be bound by these Articles of Association.

SIGNED by SIGNED by
[[insert namhjfgkjjhgkfd [[insert name of authorised signatory]
e of authorised signatory] For and on behalf of]
For and on behalf of] [●]
[●]

DATED:………………………….

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Schedule 1 – Definitions
1 In these Articles, the following terms shall have the meanings set opposite:

'Accounting means the International Financial Reporting Standards

Standards' issued by the International Accounting Standards
Board;
'AED' means UAE Dirhams, the lawful currency of the UAE;
‘Articles’ means these articles of association of the Company;
'Authority' means the Jebel Ali Free Zone Authority;
‘Board’ means the board of Directors;

'Company' means the company to be incorporated by the

shareholders pursuant to this Memorandum;

'Companies means the register of companies maintained by the

Register' Registrar;

‘Customs means Dubai Customs;

Authority’

'Directors' means the directors of the Company;

‘First Adjourned has the meaning given to it in Article 7.10;

Meeting’
'General Meeting' means a general meeting of the Shareholders duly
convened in accordance with the provisions of these
Articles;

'Implementing means the Jebel Ali Free Zone Companies

Regulations' Implementing Regulations 2016;

'Manager' has the meaning given to it in Clause 6.27;

'Ordinary means a resolution passed at a General Meeting by

Resolution' more than fifty per cent (50%) of the votes of
Shareholders with voting rights, in person, or where
proxies are allowed, by proxy;
‘Second has the meaning given to it in Article 7.10;
Adjourned
Meeting’

'Secretary' has the meaning given to it in Article 6.5;

'Shares' means shares in the capital of the Company;

'Shareholders' means the shareholders of the Company, particulars of

which are set out in Article 2.2;

‘Special means a resolution passed at a General Meeting by

Resolution’ more than seventy five per cent (75%) of the votes of
Shareholders with voting rights, in person, or where
proxies are allowed, by proxy;

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'Subsidiary' means a body corporate:

fifty per cent (50%) of whose directors can be elected
by another company; or
whose majority voting rights are directly or indirectly
controlled or owned by another company.
'Registrar' means the person appointed as Registrar of
companies pursuant to the Implementing Regulations;
'UAE' means the United Arab Emirates;

2 In these Articles, unless the context otherwise requires:

(a) words in the singular shall include the plural and vice versa and words
importing any gender includes every gender;
(b) words relating to natural persons shall include companies, entities,
associations or bodies of persons whether incorporated or not;
(c) references to month, monthly and year and any other references in
time shall be construed by reference to the Gregorian calendar;
(d) references to times of day are, unless the context requires otherwise,
to the time in the UAE and references to a day are to a period of 24
hours running from midnight on the previous day;
(e) references to any legislation or legislative provision is a reference to it
as amended or extended from time to time, or as replaced with
equivalent or similar provisions;
(f) references to periods of time as being given from a given day, or day
on which an act or event occurs, are to be calculated inclusive of that
day; and
(g) references to any legislation or legislative provision is a reference to it
as amended or extended from time to time, or as replaced with
equivalent or similar provisions.
3 The headings in these Articles are for convenience only and shall not affect
its interpretation.
4 Where an Ordinary Resolution is expressed to be required for any purpose,
a Special Resolution is also effective for that purpose.

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