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Memorandum Of Association Of A Food And Beverage Company
I need a Memorandum of Association of a Food and Beverage Company for a cloud kitchen startup in Dubai, with three international shareholders and plans for expansion across the GCC, ensuring compliance with UAE food delivery regulations and incorporating provisions for digital operations.
1. Parties: Details of all founding shareholders/partners, including full names, nationalities, passport numbers, and addresses
2. Background: Brief introduction stating the parties' intention to establish an F&B company under UAE law
3. Definitions: Key terms used throughout the MOA including technical, legal, and industry-specific terminology
4. Company Name and Legal Form: Official company name in Arabic and English, and specification of the legal form (LLC, Sole Establishment, etc.)
5. Company Objects: Detailed description of permitted business activities in F&B sector, including specific operations like restaurants, catering, food processing etc.
6. Principal Office: Registered office address and provisions for opening branches
7. Duration: Term of the company's existence (typically unlimited)
8. Capital Structure: Details of share capital, value per share, and distribution among shareholders
9. Share Transfer Restrictions: Procedures and restrictions for transferring shares, including UAE national ownership requirements
10. Management Structure: Appointment of managers, their powers, and limitations
11. Shareholders' Meetings: Procedures for conducting general assemblies and voting mechanisms
12. Financial Year and Accounts: Specification of financial year, accounting requirements, and profit distribution
13. Dissolution and Liquidation: Circumstances and procedures for company dissolution
1. Pre-emptive Rights: Include when shareholders want specific rights to purchase new shares before offering to outside investors
2. Tag-Along Rights: Include when minority shareholders need protection in case of majority stake sale
3. Non-Competition Clause: Include when restricting shareholders from competing activities is desired
4. Intellectual Property Rights: Include when the company has significant brand value or proprietary recipes
5. Franchise Provisions: Include if the company plans to operate as a franchise or develop a franchise model
6. Digital Operations: Include if the company will operate through digital platforms or delivery apps
1. Schedule 1 - Shareholder Information: Detailed information about shareholders including ID documents and contact details
2. Schedule 2 - Share Capital Distribution: Detailed breakdown of shareholding structure and capital contributions
3. Schedule 3 - Licensed Activities: List of specific F&B activities licensed by Economic Department
4. Schedule 4 - Manager Powers: Detailed list of powers granted to managers and any limitations
5. Schedule 5 - Key Assets: List of key assets including equipment, vehicles, or property being contributed to the company
6. Appendix A - Required Licenses: List of mandatory licenses and permits for F&B operations
7. Appendix B - Compliance Requirements: Summary of food safety and hygiene requirements applicable to the business
Authors
Food & Beverage
Hospitality
Restaurant Industry
Catering Services
Food Manufacturing
Food Distribution
Food Retail
Cloud Kitchens
Food Delivery Services
Food Processing
Food Storage & Logistics
Legal
Compliance
Corporate Governance
Food Safety & Quality Control
Operations
Finance
Board of Directors
Executive Leadership
Risk Management
Regulatory Affairs
CEO
Managing Director
Legal Counsel
Corporate Secretary
Compliance Officer
Food Safety Officer
Operations Director
Business Development Manager
Restaurant Manager
Chief Financial Officer
Board Member
Shareholder Relations Manager
Company Registrar
Licensing Manager
Risk Management Officer
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