DIFC Holding Company

The Articles of Association is the fundamental governing document of a DIFC (Dubai International Financial Centre) Company. They outline the company's objectives, governance structure, operational guidelines, and the roles and responsibilities of its members.

Purpose and Content: The Articles of Association provide detailed rules for the internal governance of the company, including the roles and responsibilities of directors, procedures for meetings, and the distribution of profits as well as detailing the company's primary objectives, company's name, registered office, and initial capital.

• Company Name: Specifies the legal name of the company.

• Registered Office: Provides the address of the company's registered office within the DIFC.

• Subscribers: Lists the initial shareholders or members of the company who have agreed to form it.

• Directors' Functions: Outlines the powers, duties, and responsibilities of the company's directors.

• Appointment and Removal of Directors: Details the procedures for appointing and removing directors from their positions.

• Shareholder Meetings: Specifies how and when shareholder meetings are to be held, including annual general meetings (AGMs) and extraordinary general meetings (EGMs).

• Shares and Dividends: Describes the types of shares the company can issue and the rules governing the payment of dividends to shareholders.

• Decision Making: Outlines the process by which the company makes decisions, including voting procedures and required majorities.

• Distribution of Assets: Details how the company's assets will be distributed in the event of a winding up or dissolution.

• Amendment of Articles: Describes the process for amending the Articles of Association, typically requiring a special resolution by the shareholders.

• Shareholder Rights: Includes voting rights, rights to dividends, and rights to information about the company's affairs.

• Director Duties: Directors are required to act in the best interests of the company and its shareholders, with fiduciary duties including loyalty and care.

• Transfer of Shares: Outlines restrictions or procedures for transferring shares between parties.

Cavenwell uses standard model articles of association. Please note that these are standard documents and are not able to be modified significantly. If you would like to review the template, please see the link below:

• Model Template Articles of Association