Articles of Association

of

{{COMPANY_NAME}}

FZ-LLC, incorporated in {{FREE_ZONE_NAME}}, United Arab Emirates

Effective Date: {{EFFECTIVE_DATE}}

1. Interpretation

1. In these Articles of Association (the "Articles"), unless the context otherwise requires:
   1. "Authority" means {{FREE_ZONE_AUTHORITY}};
   2. "Board" means the Board of Directors of the Company;
   3. "Business Day" means any day (other than a Friday, Saturday, Sunday, or public holiday) on which banks are open for ordinary business in {{EMIRATE}};
   4. "Company" means {{COMPANY_NAME}} FZ-LLC;
   5. "Director" means any natural person appointed as a director of the Company;
   6. "Memorandum" means the Memorandum of Association of the Company, as amended from time to time;
   7. "Ordinary Resolution" means a resolution passed by a simple majority of votes cast;
   8. "Special Resolution" means a resolution passed by not less than 75% of votes cast.
2. References to statutory provisions include those provisions as amended or re-enacted.
3. The headings used in these Articles are for convenience only and shall not affect interpretation.

2. Constitution and Status

1. The Company is a Free Zone Limited Liability Company (FZ-LLC) constituted under the laws of the UAE and the regulations of the Authority.
2. These Articles, together with the Memorandum, constitute the constitutional documents of the Company.
3. In the event of any conflict between these Articles and the Memorandum, the Memorandum shall prevail.

3. Share Capital and Variation of Rights

1. The share capital of the Company is as set out in the Memorandum.
2. Subject to the provisions of the Memorandum and applicable law, the Company may by Special Resolution issue shares of different classes carrying different rights as to dividends, voting, and return of capital.
3. The rights attaching to any class of shares may be varied only with the written consent of holders of not less than 75% of the issued shares of that class, or by Special Resolution passed at a separate meeting of the holders of that class.
4. Any variation of class rights shall be subject to the prior written approval of the Authority.

4. Issue of Shares

1. Subject to the Memorandum, the Authority's regulations, and these Articles, the Board may issue further shares to existing or new Shareholders, provided that the existing Shareholders are first offered such new shares pro rata to their existing holdings (pre-emption rights).
2. Pre-emption rights may be waived only by Special Resolution.
3. The Company shall not issue bearer shares. All shares shall be registered in the name of the holder and recorded in the share register maintained by the Company.

5. Share Certificates and Register of Members

1. Every Shareholder shall, upon registration, be entitled to a share certificate signed by a Director or by such other officer as the Board may appoint, specifying the number and class of shares held.
2. The Company shall maintain a register of Shareholders at its registered office, recording the name, address, and shareholding of each Shareholder, together with the date of issue or transfer.
3. The register shall be available for inspection by any Shareholder during normal business hours.

6. Transfer of Shares

1. The provisions of the Memorandum relating to share transfers (right of first refusal, Authority approval, etc.) shall apply with full force.
2. An instrument of transfer shall be in such form as the Board may approve and shall be executed by both transferor and transferee.
3. The Board may, with cause, refuse to register a transfer that does not comply with these Articles, the Memorandum, or the Authority's regulations. Any refusal shall be notified to the transferor in writing within fourteen (14) days.
4. No fee shall be charged on the registration of a transfer, save such reasonable fee as the Board may determine.

7. Transmission of Shares

1. On the death of a Shareholder, the surviving joint holders or, in the case of a sole holder, the legal heirs, shall be the only persons recognised by the Company as having title to the deceased's shares.
2. Such persons shall, on producing duly attested probate or letters of administration, be entitled to be registered as holders or to transfer the shares, subject to these Articles and the Memorandum.

8. Forfeiture and Lien

1. If a Shareholder fails to pay any call or instalment on a share by the due date, the Board may, after fourteen (14) days' written notice, forfeit the share.
2. The Company shall have a first and paramount lien on every share for all moneys called or payable in respect of that share.
3. Forfeited shares may be reissued or otherwise disposed of by the Board on such terms as it sees fit, subject to the Authority's approval.

9. Alteration of Capital

1. The Company may, by Special Resolution and with the approval of the Authority:
   1. increase its share capital by issuance of new shares;
   2. consolidate its existing shares into shares of larger nominal value;
   3. sub-divide its shares into shares of smaller nominal value;
   4. cancel any unissued shares;
   5. reduce its share capital, subject to creditor protection requirements.

10. General Meetings

1. The Annual General Meeting (AGM) shall be held within six (6) months of the end of each financial year.
2. The Board may convene Extraordinary General Meetings (EGMs) at any time. The Board shall convene an EGM upon the written requisition of Shareholders holding at least 25% of the issued share capital.
3. At least fourteen (14) days' written notice shall be given for an AGM and any meeting at which a Special Resolution is to be proposed; for other meetings, at least seven (7) days' notice shall be given.
4. Notice shall include the date, time, place, and agenda of the meeting and shall be sent to all Shareholders entitled to attend.
5. Accidental omission to give notice to any Shareholder shall not invalidate the proceedings.

11. Quorum and Procedure at General Meetings

1. The quorum for any general meeting shall be Shareholders holding not less than 51% of the issued share capital, present in person or by proxy.
2. If a quorum is not present within thirty (30) minutes of the appointed start time, the meeting shall be adjourned to the same day in the following week, at the same time and place. At the adjourned meeting, those Shareholders present shall constitute a quorum.
3. The Chairman of the Board, or in their absence such other Director as the Directors may appoint, shall preside as Chairman of the meeting.
4. Meetings may be held by telephone or video-conference, provided each participant can hear and be heard by every other participant.

12. Voting

1. Subject to any rights or restrictions attaching to particular shares, every Shareholder present in person or by proxy shall have one (1) vote per share held.
2. A resolution put to vote shall be decided on a show of hands, unless a poll is demanded by the Chairman or by Shareholders representing at least 10% of the issued share capital.
3. In the case of an equality of votes, the Chairman of the meeting shall have a casting vote in addition to any vote to which they are entitled as a Shareholder.
4. Written resolutions signed by all Shareholders entitled to attend and vote shall be as valid as resolutions duly passed at a general meeting.

13. Proxies

1. A Shareholder entitled to attend and vote may appoint a proxy to attend and vote on their behalf. A proxy need not be a Shareholder.
2. The instrument appointing a proxy shall be in writing and shall be deposited at the registered office at least 24 hours before the meeting.

14. Directors — Number, Appointment, and Removal

1. The number of Directors shall be as set out in the Memorandum, with a minimum of one (1) and a maximum of seven (7).
2. Directors shall be appointed by Ordinary Resolution of the Shareholders. The first Directors are named in the Memorandum.
3. A Director may be removed at any time by Ordinary Resolution of the Shareholders, without prejudice to any claim for damages for breach of any service contract.
4. Any vacancy on the Board may be filled by Ordinary Resolution. A Director appointed to fill a vacancy shall hold office for the remainder of the predecessor's term.

15. Powers of Directors

1. The business of the Company shall be managed by the Board, which may exercise all powers of the Company that are not, by these Articles or by law, required to be exercised by the Shareholders in general meeting.
2. The Board may delegate any of its powers to committees consisting of such Directors as it sees fit, subject to such limitations as it may impose.
3. The Board may appoint a Managing Director, Chief Executive Officer, Chief Financial Officer, and other officers, on such terms as it determines.

16. Reserved Matters

1. Notwithstanding the general powers of the Board, the following matters shall be reserved exclusively to the Shareholders by Special Resolution:
   1. any amendment to the Memorandum or these Articles;
   2. any change in the issued share capital;
   3. any merger, demerger, or similar reorganisation;
   4. the sale or disposal of all or substantially all of the Company's assets;
   5. the voluntary winding-up or dissolution of the Company;
   6. any change in the nature of the principal business of the Company.

17. Director Conflicts of Interest

1. A Director who has, directly or indirectly, an interest in any contract or arrangement with the Company shall declare such interest at the next Board meeting and shall not vote on any matter in which they are interested, save where the Board (excluding the conflicted Director) resolves otherwise.
2. The Company shall maintain a register of Director interests, which shall be available for inspection by Shareholders.

18. Board Meetings

1. The Board shall meet at least twice each calendar year. Additional meetings may be convened by any Director on at least five (5) Business Days' notice.
2. The quorum for a Board meeting shall be a majority of the Directors then in office.
3. Resolutions of the Board shall be passed by simple majority of the Directors present and voting. The Chairman shall have a casting vote in the event of a tie.
4. A written resolution signed by all Directors shall be as valid as a resolution passed at a duly convened meeting.
5. Board meetings may be held by telephone or video-conference.

19. Minutes and Records

1. The Company shall maintain minutes of all meetings of the Shareholders and the Board, including all resolutions passed.
2. Minutes signed by the Chairman of the meeting (or of the next succeeding meeting) shall be conclusive evidence of the matters recorded therein.
3. The Company shall maintain proper accounting and corporate records at its registered office for a period of not less than five (5) years.

20. Borrowing and Security

1. The Board may exercise all powers of the Company to borrow money, mortgage or charge its assets, and issue debentures or other securities, subject to any limits imposed by Ordinary Resolution.
2. The Company shall maintain a register of charges as required by applicable law.

21. Accounts and Audit

1. The Board shall cause proper books of account to be kept in accordance with International Financial Reporting Standards (IFRS).
2. An auditor approved by the Federal Tax Authority and acceptable to the Authority shall be appointed annually by the Shareholders.
3. Audited financial statements shall be presented to the Shareholders at the AGM and filed with the Authority within the prescribed timeframe.
4. The financial year of the Company shall end on 31 December each year, unless otherwise resolved.

22. Dividends

1. Dividends shall be declared by Ordinary Resolution on the recommendation of the Board, and shall not exceed the amount recommended.
2. The Board may pay interim dividends if it appears justified by the profits of the Company.
3. Dividends shall be paid pro rata to the number of shares held, subject to any rights attaching to particular classes of shares.
4. No dividend shall bear interest against the Company.
5. Any dividend unclaimed for six (6) years from the date of declaration shall be forfeited and shall revert to the Company.

23. Capitalisation of Reserves

1. The Shareholders may, by Ordinary Resolution and on the recommendation of the Board, capitalise any sum standing to the credit of any reserve account by issuing fully paid bonus shares pro rata to existing Shareholders.

24. Reserves

1. The Company shall maintain a statutory legal reserve as required by UAE law (10% of net profit annually until the reserve equals 50% of issued share capital).
2. The Board may set aside such further reserves as it considers prudent.

25. Notices

1. Any notice given under these Articles shall be in writing and may be served personally, by courier, or by electronic mail to the most recent address recorded in the Company's register.
2. A notice shall be deemed served (a) on delivery, if hand-delivered or couriered; (b) on the next Business Day after dispatch, if sent by email.

26. Indemnity

1. To the fullest extent permitted by UAE law, every Director, officer, and employee of the Company shall be indemnified by the Company against all costs, charges, losses, expenses, and liabilities incurred by them in good faith in the proper performance of their duties.
2. The Company may purchase and maintain Directors' & Officers' (D&O) liability insurance for the benefit of any such person.

27. Confidentiality

1. Every Director, officer, employee, agent, and Shareholder shall maintain the confidentiality of all non-public information relating to the Company, its business, customers, and finances, both during and after their association with the Company.

28. Compliance and Beneficial Ownership

1. The Company shall comply with all applicable UAE Anti-Money Laundering, Counter-Terrorist Financing, and Ultimate Beneficial Ownership regulations.
2. The Company shall maintain a UBO register and shall update it within fifteen (15) days of any change.
3. The Company shall comply with the UAE Economic Substance Regulations to the extent it conducts any "relevant activity".

29. Taxation

1. The Company shall register for, and comply with, all UAE Corporate Tax and (where applicable) VAT obligations administered by the Federal Tax Authority.
2. The Board shall take such steps as are reasonably necessary to maintain Qualifying Free Zone Person (QFZP) status, where eligible.

30. Service Contracts

1. The Board may enter into service contracts with Directors and senior executives, on such terms as the Board may approve, subject to any limits imposed by Ordinary Resolution.

31. Secretary

1. The Board may appoint a Company Secretary on such terms as it sees fit. The Secretary shall maintain the statutory registers, minute books, and corporate records.

32. Seal

1. The Company may have a common seal, the use of which shall be authorised by resolution of the Board.
2. Every instrument to which the seal is affixed shall be signed by a Director or by such other officer as the Board may authorise.

33. Dispute Resolution Among Shareholders

1. The Shareholders shall use good-faith efforts to resolve any dispute by negotiation. If unresolved within thirty (30) days, the dispute shall be referred to mediation under the rules of {{MEDIATION_INSTITUTION}}.
2. Failing mediation, the dispute shall be finally resolved by arbitration under the rules of {{ARBITRATION_INSTITUTION}}, seated in {{ARBITRATION_SEAT}}, in the English language.

34. Winding-Up

1. The Company may be wound-up voluntarily by Special Resolution, or compulsorily by order of a court of competent jurisdiction.
2. On a winding-up, after payment of all debts and liabilities, the surplus assets shall be distributed among the Shareholders pro rata to their shareholdings.
3. The Shareholders shall appoint a liquidator to oversee the winding-up. The liquidator shall coordinate with the Authority for cancellation of the Company's licence.

35. Pre-Emption on Liquidation

1. On a winding-up, the liquidator may, with the sanction of a Special Resolution, divide among the Shareholders in specie the whole or part of the assets of the Company.

36. Amendments to Articles

1. These Articles may be amended only by Special Resolution and with the approval of the Authority.
2. Any amendment shall be filed with the Authority and shall take effect on the date of registration.

37. Severability

1. If any provision of these Articles is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

38. Governing Law

1. These Articles shall be governed by, and construed in accordance with, the laws of the United Arab Emirates and the regulations of the Authority.

39. Language

1. These Articles are executed in English. An Arabic translation may be prepared where required by the Authority. In case of conflict, the {{PREVAILING_LANGUAGE}} version shall prevail.

40. Counterparts

1. These Articles may be executed in any number of counterparts, each of which when executed shall constitute an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid where permitted by the Authority.

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