Regulation · DIFC

Companies Regulations 2018

In Force

The Board of Directors of the DIFCA, in the exercise of the powers conferred on them by Article 151 of the Companies Law, hereby make these Regulations.

1. — GENERAL

1.1 — Application and interpretation

1.1.1 These Regulations apply to:

(a) Companies incorporated under the Law;

(b) Recognised Companies;

(d) Foreign Companies applying to become Recognised Companies or to transfer their incorporation to DIFC;

(e) officers and employees of companies incorporated, registered or continued under the Law;

(f) auditors under the Law;

(g) the Registrar;

(h) persons applying for, or holding, a Commercial Licence; and

(i) any other person to whom the Law applies.

1.1.2 Defined terms are identified throughout these Regulations by the capitalisation of the initial letter of a word or phrase. Where capitalisation of the initial letter is not used, an expression has its natural meaning.

1.1.3 The following defined terms have the meaning given below:

Defined Term	Definition
DNFBP	has the meaning given to that term in the Regulatory Law.
Financial Service	has the meaning it has under Article 41 of the Regulatory Law.
Fund	has the meaning given in Article 3 of Schedule 1 of the Collective Investment Law 2010.
General Partner	a Company acting as the general partner of a Fund under the Limited Partnership Law DIFC Law No. 4. of 2006.
Law	the Companies Law 2018 DIFC Law No. 5 of 2018.
Markets Law	the Markets Law DIFC Law No. 1 of 2012.
Operating Law	the Operating Law DIFC Law No. 7 of 2018.
Operating Regulations	the Operating Regulations issued by the Board of Directors of the DIFCA.
Regulatory Law	the Regulatory Law DIFC Law No. 1 of 2004.
Relevant Jurisdiction	the UAE or any other jurisdiction that the Registrar may determine from time to time for the purposes of any one (1) or more of the provisions of these Regulations.
Reporting Entity	has the meaning given to that term in Article 38 of the Markets Law.
Ultimate Beneficial Ownership Regulations	the Ultimate Beneficial Ownership Regulations issued by the Board of Directors of the DIFCA.

1.1.4 All other defined terms have the same meaning they have under the Law.

1.1.5 The Rules of interpretation in the Law apply to these Regulations.

1.2 — References to writing

1.2.1 If a provision in these Regulations refers to a communication, notice, agreement or other document 'in writing' then, unless the contrary intention appears, it means in legible form and capable of being reproduced on paper, irrespective of the medium used. Expressions related to writing must be interpreted accordingly.

1.2.2 This does not affect any other legal requirements which may apply in relation to the form or manner of executing a document or agreement.

2. — COMPANY FORMATION AND INCORPORATION

2.1 — Application for incorporation

2.1.1 An application for incorporation of a company shall state:

(a) the proposed name of the Company;

(b) whether the proposed Company is to be a Private Company or a Public Company;

(d) the amount of the initial share capital and shareholdings of the Incorporators;

(e) the nominal value of each Share;

(f) the address of the proposed Company's registered office;

(g) the following information relating to each Incorporator:

(i) where the Incorporator is a natural person:

(A) the full name, nationality and address of the Incorporator; and

(B) if the Incorporator were to hold Shares in trust for another person, the full name, nationality and address of the beneficial owner of the Shares; or

(ii) where the Incorporator is a body corporate:

(A) the full name, place of incorporation and the registered office of the Incorporator; and

(C) the ultimate beneficial ownership information of the Incorporator as prescribed in the Ultimate Beneficial Ownership Regulations.

(h) the full name (including any previous names), nationality, address, business occupation (if any) and date of birth of the individuals who are to serve as the Directors;

(i) if applicable, the following information relating to each proposed Secretary:

(A) where the Secretary is a natural person, the full name (including any previous names), nationality, address, business occupation (if any) and date of birth of the individual; or

(B) where the Secretary is a body corporate, the full name, place of incorporation (which must be in the DIFC or a Relevant Jurisdiction), the registered office and officers (including the particulars in paragraph (A) above for each such officer); and

(j) such other particulars as the Registrar may require.

2.1.2 The application for Incorporation under Regulation 2.1.1 shall be accompanied by the proposed Articles of Association which shall comply with the requirements set out in Regulation 2.3.

2.1.3 Where an Incorporator is a body corporate, the application for a certificate of incorporation shall be accompanied by a copy of the incorporator's current certificate of incorporation or registration in its place of origin, or a document of similar effect, certified by the relevant authority in the jurisdiction in which it is incorporated or otherwise to the satisfaction of the Registrar.

2.1.4 Once a proposed Company's application has been approved by the Registrar, within sixty (60) days of such approval, the Company must take substantive steps to establish its operations in the DIFC, subject to any applicable legal exemptions as to physical presence in the DIFC. Following the aforementioned sixty (60) day period, if the Company has still not taken substantive steps to establish its operations in the DIFC, the application shall be cancelled.

2.2 — DFSA regulated entities

2.2 An applicant applying for a DFSA license, must on or about the same time as submitting its DFSA application, supply to the Registrar the details of its Incorporators, Directors and Secretary (if any) as required in Regulation 2.1.1, failing which the Registrar may obtain such information directly from the DFSA.

2.3 — Articles of Association

2.3.1 The Incorporators of a proposed Company shall upon incorporation, adopt Articles of Association which comply with Article 11 of the Law. The Articles of Association so adopted shall:

(a) be the Standard Articles as set out in Appendix 2;

(b) be the Standard Articles with modifications; or

2.3.2 If Regulations 2.3.1(b) or 2.3.1(c) applies:

(a) the Articles of Association proposed to be adopted upon incorporation of the Company shall, at least provide for:

(i) the names of the Incorporators;

(ii) the purpose for which the Company is being formed;

(iii) the authorised share capital of the Company, the number of Shares and the nominal value of each Share;

(iv) the number of Shares issued and allotted to the Incorporators;

(v) the creation of classes of Shares where the Company considers that it may seek to create classes of Shares;

(vi) alteration of share capital;

(vii) the rights attaching to Shares or classes of Shares;

(viii) the transfer of Shares;

(ix) the holding of Annual General Meetings;

(x) the requisition by shareholders of General Meetings;

(xi) the proceedings including voting at General Meetings;

(xii) accounts and other information to be provided to shareholders before every annual general meeting;

(xiii) the maximum number of Directors;

(xiv) the appointment, retirement, disqualification and removal of Directors and other Officers;

(xv) the remuneration of Directors;

(xvi) the powers of Directors;

(xvii) proceedings of Directors;

(xviii) appointment of the Secretary, where the Company is a Public Company or where a Private Company elects to appoint a Secretary; and

(xix) the keeping of minutes of meetings of Shareholders or Directors; and

(b) the Incorporators shall submit a statement to the Registrar that the proposed Articles of Association comply with the requirements of the Law and any other applicable DIFC Laws.

2.3.3 The Articles of Association proposed to be adopted upon incorporation shall be signed by or on behalf of each Incorporator and shall come into effect upon incorporation of the Company and may be amended by a Special Resolution.

2.4 — Certificate of incorporation

2.4.1 The certificate of incorporation issued by the Registrar upon incorporation of a Company shall set out:

(a) the name of the Company (if any);

(b) the Company's registered number;

(d) the type of Company; and

(e) the date of incorporation.

3. — PRIVATE COMPANIES AND PUBLIC COMPANIES

3.1 — Allotment of shares

3.1 A Company shall file with the Registrar a notice of allotment of Shares using the applicable form prescribed by the Registrar, for any subsequent allotment of shares after the initial allotment, within thirty (30) days of such allotment.

3.2 — Transfer of shares

3.2 A transfer of shares:

(a) in the case of a Public Company whose Shares are admitted to an Official List of Securities in the DIFC or a similar list in a jurisdiction outside the DIFC, must take place in accordance with the rules of the relevant exchange and clearing house; and

(b) in the case of all other Companies, must take place in accordance with the requirements in the Law and the Articles of Association and the Company shall file a notice of transfer of shares with the Registrar within thirty (30) days of the transfer, using the form prescribed by the Registrar.

4. — DIRECTORS AND SECRETARIES

4.1 — Register of Directors and Secretaries

4.1.1 The register of Directors and, if applicable, Secretary of every Company required under Article 82 of the Law, shall set out, in respect of each Director and individual who is a Secretary, the following information:

(a) full name;

(b) any former names, if any;

(d) nationality;

(e) information identifying the person from their passport or other government-issued national identification document acceptable to the Registrar, including:

(i) identifying number;

(ii) country of issue; and

(iii) date of issue and of expiry;

(f) address;

(g) date of appointment;

(h) date of cessation (if applicable).

4.1.2 If the Secretary is not an individual, the register shall contain, the full name, place of incorporation (which must be in the DIFC or a Relevant Jurisdiction), registered office and relevant officers (including the particulars in Regulation 4.1.1 of each such officer) of the Secretary.

4.2 — Change of officeholders

4.2.1 Whenever:

(a) a Director or Secretary is appointed to a Company after initial incorporation/registration of the Company; or

(b) a Director or Secretary retires, is removed or for any other reason ceases to act;

the Company shall file a notice of change of Director or Secretary with the Registrar within thirty (30) days of the change of Director, or Secretary, using the form prescribed by the Registrar.

4.2.2 Whenever there is any change in the name or address of a Director or Secretary of a Company, the Company shall file with the Registrar a notice of change of name or address using the form prescribed by the Registrar.

5. — MERGERS

5.1 — Application

5.1 This Regulation applies in respect of mergers to which Part 8 of the Law applies. The interpretation provisions in Article 105(3) apply to the Regulations in this Part.

5.2 — Pre-registration steps: where all merging bodies are Companies

5.2.1 This Regulation 5.2 applies if all the merging bodies in a merger are Companies.

5.2.2 The merging Companies shall apply jointly to the Registrar, in the prescribed form, to complete the merger.

5.2.3 The application shall not be made until after the latter of the following:

(a) if a Shareholder made an unsuccessful application to the court under Article 110 of the Law, the last date on which such an application was concluded;

(b) if Article 112 of the Law applies to the merger, the date of the court order permitting the merger;

(i) 28 days after the last date on which a notice was published under Article 111(5) of the Law, provided no creditor has given notice of objection under Article 113(2)(a) of the Law,

(ii) 28 days after the last notice of objection by a creditor was given under Article 113(2)(a) of the Law, provided that no creditor has applied to the court under Article 113(2)(b) of the Law, or

(iii) if an application was made to the court under Article 113(2)(b) of the Law, the last date on which such an application is disposed of, other than by an order restraining the merger.

5.2.4 The application shall be accompanied by:

(a) a copy of the Merger Agreement, unless the merger was approved under Article 109 of the Law;

(b) a copy of:

(i) if the Merged Company is to be a New Company, its Articles of Association; or

(ii) if the Merged company is to be a Survivor Company, any amendment to its Articles of Association provided for under Article 106(4)(a) or 109(3)(b)(iii) of the Law;

(i) the resolution passed under Article 107(1) of the Law, together with, a list identifying the Directors who voted in favour of that resolution, if that information is not contained in the resolution; and

(ii) the certificates signed under Articles 107(5) and (6) of the Law;

(d) a further certificate, signed by each Director who signed a certificate under Article 107(5) of the Law, stating:

(i) that the Director, and the Merging Company of which he or she is a Director, have complied with the requirements of Part 8 of the Law in respect of the merger; and

(ii) if Article 112 of the Law does not apply to the merger, that in the Director's opinion the merger will not unfairly prejudice any interests of any creditor of that Merging Company;

(e) a copy of any Order of the Court under:

(i) Article 149 of the Law on an application under Article 110 of the Law;

(ii) Article 112 of the Law; or

(iii) Article 113 of the Law; and

(f) any other document or information required by the Registrar to establish that the requirements of Regulation 5.2.3 have been met.

5.2.5 The Registrar shall register notices as to the merger in accordance with Regulation 5.5 if the Registrar is satisfied:

(a) that the application complies with Regulations 5.2.2 and 5.2.3, and that the documents provided under Regulation 5.2.4 comply with that Regulation and with the provisions mentioned in it; and

(b) if the merger agreement provides for the Merged Company to be a New Company, that he or she would have registered the Articles of Association of the Company under Article 12(3) of the Law if it had been incorporated otherwise than by merger.

5.3 — Pre-registration steps: where merged body is not a Company

5.3.1 This Regulation 5.3 applies if:

(a) the merged body provided for in the merger agreement is to be a Foreign Company;

(b) the Registrar has given consent to the merger under Article 114 of the Law; and

(c) if any conditions were attached to that consent, those conditions have been met to the satisfaction of the Registrar.

5.3.2 When this Regulation 5.3 applies, the merging bodies shall take whatever steps are necessary to complete the merger in accordance with the merger agreement and the laws governing the Foreign Company and those merging bodies that are not Companies.

5.3.3 As soon as is reasonably practical after the merging bodies have completed the merger the Foreign Company shall:

(a) inform the Registrar that it has been completed, including the date of completion;

(b) provide any document or information that the Registrar may reasonably require to establish the fact and date of the completion; and

5.3.4 As soon as is practical after receipt of the documents and instruction under Regulation 5.3.3, the Registrar shall register notices as to the merger in accordance with Regulation 5.5.

5.4 — Pre-registration steps - other cases

5.4.1 This Regulation 5.4 applies if:

(a) one (1) or more of the merging bodies in a merger is not a Company;

(b) the merged body provided for in the merger agreement is to be a Company;

(d) if any conditions were attached to that consent, those conditions have been met to the satisfaction of the Registrar.

5.4.2 The Registrar shall, as soon as practical, upon receipt of copies of:

(a) the merger agreement;

(b) the certificates signed under Articles 107(5) and (6) of the Law; and

(c) the Articles of Association of the merged Company, if they were provided to the Registrar under Article 114(6)(b) of the Law,

5.5 — Registration of notices as to merger

5.5.1 This Regulation applies where the Registrar is to register notices as to a merger under Regulations 5.2, 5.3 or 5.4.

5.5.2 The completion date of a merger is:

(a) for a merger to which Regulation 5.3 applies, the date notified to the Registrar under Regulation 5.3.3(a); and

(b) for a merger other than one to which Regulation 5.3 applies, the date on which the last entry on the register is made under this Regulation in relation to the merger.

5.5.3 The Registrar shall enter in the register, in respect of each merging Company that is not a Survivor Company, a notice:

(a) stating that the Company has ceased to be incorporated as a separate company because it has merged with a body or bodies specified in the notice, so that they have together continued as a merged Company; and

(b) specifying the name of the merged body and:

(i) that is incorporated in the DIFC, or

(ii) the jurisdiction outside the DIFC in which it is incorporated.

5.5.4 If the merged body is a Survivor Company, the Registrar shall enter in the Public Register, in respect of that Company, a notice stating that the Company has merged with a body or bodies specified in the notice, so that they have together continued as the merged Survivor Company.

5.5.5 If the merged body is a New Company, the Registrar shall, if he or she would have registered the Company under the Law if it had been incorporated otherwise than as the result of a merger:

(a) register the Articles of Association of the New Company under Article 12(3) of the Law, and issue a certificate of its incorporation under Article 13(1) of the Law, as if the Registrar had received an application for the creation of the Company under Part 4 of the Law with the Articles of Association provided for in the merger agreement; and

(b) enter in the register, in respect of that New Company, a notice that states that the Company is the result of a completed merger between the former bodies specified in the notice, which have together continued as the New Company.

5.5.6 Each entry under this Regulation 5.5:

(a) shall also include a note specifying the completion date of the merger to which it relates; and

(b) may also include a note of any further information that the Registrar considers useful in relation to the merger.

5.5.7 When the Registrar enters a notice on the register referring to an overseas body, the Registrar shall also immediately send a copy of the notice to the appropriate official or public body in the jurisdiction in which that body is or was incorporated.

5.5.8 The Registrar shall send the copy referred to in Regulation 5.5.7:

(a) electronically;

(b) by some other means of instantaneous transmission; or

(c) if no instantaneous transmission to the official or public body is practicable, by such other means as the Registrar believes likely to be acceptable to that official or public body.

6. — ACCOUNTS, REPORTS AND AUDIT

6.1 — Application

6.1 This chapter does not apply to any Company that is an Authorised Person, Public Listed Company or a Recognised Person.

6.2 — Accounting standards

6.2.1 Subject to Regulations 6.2.2 and 6.2.3, accounts and financial statements prepared by a Company shall be prepared in accordance with and comply with the International Financial Reporting Standards developed by the International Accounting Standards Board as applicable from time to time.

6.2.2 Should a Company consider that it is necessary to deviate from the International Financial Reporting Standards so as to be able to present a true and fair set of financial statements, the Registrar may, on application of the Company, consent to the deviation, subject to any conditions that he may impose.

6.2.3 Where a Company is a member of a corporate group that prepares its accounts and financial statements in accordance with another accounting standard, the Company may prepare its accounts and financial statements in accordance with that other standard with the written consent of the Registrar and subject to any conditions that he may impose.

6.2.4 Companies that are members of the same corporate group may prepare consolidated financial statements in accordance with the International Financial Reporting Standards or such other standard applicable to the ultimate holding company with the written consent of the Registrar and subject to any conditions that he may impose.

6.3 — Auditor conduct

6.3 An auditor shall, when determining whether to accept an audit appointment and in conducting an audit of a Company, comply with the requirements of the relevant standards published from time to time by the International Auditing and Assurance Standards Board.

6.4 — Appointment of auditor

6.4.1 A Company that is required to appoint an auditor shall file a notice of appointment of auditor, the resolution of the General Meeting or board of Directors appointing the auditor, and the auditor's letter of acceptance of the appointment with the Registrar, within thirty (30) days of the appointment.

6.4.2 A Company shall file a notice of cessation of auditor and the related resolution of the board of Directors with the Registrar, within thirty (30) days of the resignation or removal of an auditor.

6.4.3 A Company filing a Notice of Appointment of an Auditor or Notice of Cessation of an Auditor shall use the applicable form prescribed by the Registrar.

7. — RECOGNISED COMPANIES

7.1 — Application for registration

7.1.1 A Foreign Company applying for registration as a Recognised Company shall apply using the applicable form prescribed by the Registrar and shall therein set out:

(a) its name and the address of its place of business in the DIFC;

(b) the trading name (if relevant);

(d) a list of its Directors and Officers including the following personal details:

(i) their given and family names;

(ii) any former given or family names;

(iii) their date and place of birth;

(iv) nationality; and

(v) their address;

(e) its registered office in its place of origin or, in the event there is no registered office required under the laws of the place of origin, its principal place of business in its place or origin;

(f) the following personal details of the Approved Person(s) appointed under Article 136(1)(a) of the Law;

(i) their given and family names;

(ii) any former given or family names;

(iii) their date and place of birth;

(iv) nationality; and

(v) their address; and

(g) any other matters the Registrar considers appropriate.

7.1.2 An application pursuant to Regulation 7.1.1 shall be accompanied by:

(a) a copy of the current certificate of the Foreign Company's incorporation or registration in its place of origin, or a document of similar effect, certified by the relevant authority in the jurisdiction in which it is incorporated or otherwise to the satisfaction of the Registrar;

(b) a copy of the Foreign Company's constitution certified as a true copy by a Secretary, Director or Officer of the Foreign Company;

(c) a copy of the Foreign Company's most recent accounts filed, if applicable, with the relevant authority in the jurisdiction in which it is incorporated or otherwise to the satisfaction of the Registrar; and

(d) a copy of a resolution appointing the Approved Person(s) under Article 136(1)(a) of the Law; and

(e) any other matters the Registrar considers appropriate.

7.1.3 If any of the documents are not in the English language, the documents shall be accompanied by a translation certified to the satisfaction of the Registrar.

7.2 — Recognised Company names

7.2 When a Recognised Company changes its name, it shall file a notice of change of name with the Registrar, using the form prescribed by the Registrar.

7.3 — Certificate of Registration

7.3 On the registration of the Foreign Company, the Registrar shall issue a certificate of registration as a Recognised Company which shall set out:

(a) the name of the company;

(b) the company's registered number;

(d) the date of registration.

7.4 — Meaning of 'carrying on business'

7.4 For the purposes of Part 12 of the Law, 'carrying on business' includes:

(a) establishing or maintaining a place of business;

(b) administering, leasing to others, or managing property situated in the DIFC as principal or agent;

(d) employing persons;

in the DIFC, but shall not include merely:

(e) being a party to a proceeding, claim or dispute;

(f) holding meetings of its shareholders or Directors;

(g) creating a charge on property;

(h) collecting its debts or enforcing its rights with regard to any security;

(i) conducting an isolated transaction; or

(j) being a customer of an Authorised Person or a DNFBP,

in the DIFC.

7.5 — Notices to the Registrar

7.5.1 A Recognised Company shall, using the applicable form prescribed by the Registrar:

(a) file with the Registrar a notice of appointment of Approved Person(s) and any changes in the details of such person, whenever a new Approved Person is appointed or the details of the existing Approved Person changes; and

(b) file with the Registrar a notice of change of its place of business, whenever the Recognised Company changes its place of business in the DIFC.

7.5.2 An Approved Person referred to in Article 136(1)(a) of the Law and in respect of whom a notice is filed under Regulation 7.5.1(a) shall be:

(a) in the case of a natural person, a person who is ordinarily resident in the United Arab Emirates; or

(b) in the case of any other person, a company or limited liability partnership body corporate incorporated in the DIFC or a Relevant Jurisdiction.

8. — TRANSFER OF INCORPORATION

8.1 — Transfer of incorporation to DIFC

8.1.1 A Foreign Company applying to transfer its incorporation from another jurisdiction (in this Regulation referred to as “the original jurisdiction”) to the DIFC and be continued as a Company, shall apply using the form prescribed by the Registrar which shall include:

(a) the Company's name;

(b) the type of Company (Private Company or Public Company);

(d) the nature of the Company's business;

(e) the names and addresses of the Company's Directors or Secretary (if applicable); and

(f) any declaration, certification, information, document or confirmation as the Registrar may require.

8.1.2 An application pursuant to Regulation 8.1.1 shall be accompanied by:

(a) the articles of continuation as required in Article 140(2)(b) of the Law, together with:

(i) a copy of the Foreign Company's certificate of incorporation or document of similar effect and any amendments thereto, certified by the relevant authority in the original jurisdiction or otherwise to the satisfaction of the Registrar; and

(ii) a copy of the Articles of Association or other constitutional document of similar effect and any amendments thereto, certified by the relevant authorities in the original jurisdiction or otherwise to the satisfaction of the Registrar;

(b) evidence satisfactory to the Registrar that the Foreign Company is permitted by the laws of the original jurisdiction to be continued under the laws of another jurisdiction;

(c) evidence satisfactory to the Registrar that all necessary consents and other requirements in the original jurisdiction have been obtained and certified by the relevant authorities;

(d) evidence satisfactory to the Registrar that the Foreign Company meets the requirements for incorporation as a Private Company or Public Company, as applicable;

(e) a copy of the Foreign Company's most recent audited accounts filed with the relevant authority in the original jurisdiction or otherwise to the satisfaction of the Registrar;

(f) any declaration, certification, information, document or confirmation as the Registrar may require; and

(g) the relevant fee prescribed in Appendix 1.

8.1.3 If any documents submitted to the Registrar are not in the English language, the documents shall be accompanied by a certified English translation.

8.1.4 A Foreign Company shall not apply to the Registrar under Regulation 8.1.1 unless the Directors, Secretary (if applicable) or Officers have filed with the Registrar a declaration that:

(a) the Foreign Company is solvent;

(b) at the time of the application, there is no reasonable prospect of the Foreign Company becoming insolvent; and

(i) to put the Foreign Company into liquidation;

(ii) to wind up the Foreign Company;

(iii) to have the Foreign Company declared insolvent; or

(iv) for the appointment of a receiver in relation to any property of the Foreign Company.

8.1.5 In Regulation 8.1.4 ‘insolvent' has the meaning given under the Insolvency Law.

8.1.6 A Foreign Company which is an Authorised Person or DNFBP and which wishes to transfer its incorporation to the DIFC and be continued as a Company under Regulation 8.1.1 must obtain the prior written consent of the DFSA.

8.1.7 A Foreign Company which is a Fund and which wishes to transfer its incorporation to the DIFC and be continued as a Company under Regulation 8.1.1 must obtain the prior written consent of the DFSA.

8.2 — Certificate of continuation

8.2.1 The certificate of continuation issued by the Registrar upon approval of the application for continuation, shall set out:

(a) the name of the Company;

(b) the Company's registered number;

(d) the jurisdiction of incorporation of the Foreign Company;

(e) a statement that the Foreign Company is continued as a Private Company or a Public Company, as appropriate; and

(f) the date of continuation.

8.2.2 A certificate of continuation is conclusive evidence that the Foreign Company is a duly incorporated Company from the date of continuation stated in the certificate.

8.2.3 Where a Foreign Company is continued as a Company, the Company must file with the Registrar any certificate or document issued under the laws of the original jurisdiction evidencing the fact the Foreign Company has ceased to be incorporated under the laws of that jurisdiction.

8.3 — Transfer of incorporation from the DIFC

8.3.1 A Company, applying to the Registrar for authorisation to transfer its incorporation and be continued as a Foreign Company, shall apply using the applicable form prescribed by the Registrar and shall be accompanied by:

(a) a certified copy of the Special Resolution approving that the Company transfer its incorporation and be continued as a Foreign Company;

(b) evidence acceptable to the Registrar that:

(i) the Company is able to transfer its incorporation and be continued under the laws of another jurisdiction; and

(ii) the laws of the other jurisdiction satisfy the requirements set out in Article 145(2) of the Law;

(d) any declaration, certification, information, document or confirmation as the Registrar may require; and

(e) the relevant fee prescribed in Appendix 1.

8.3.2 A Company shall not apply to the Registrar under Regulation 8.3.1 unless the Directors have filed with the Registrar a declaration that:

(a) the Company is solvent;

(b) at the time of the application, there is no reasonable prospect of the Company becoming insolvent; and

(i) to put the Company into liquidation;

(ii) to wind up the Company;

(iii) to have the Company declared insolvent; or

(iv) for the appointment of a receiver in relation to any property of the Company.

8.3.3 In Regulation 8.3.2 ‘insolvent' has the meaning given under the Insolvency Law.

8.3.4 A Company making an application under Regulation 8.3.1 shall place a legible and comprehensible notice sixty (60) days prior to making such an application in one (1) or more Appointed Publication(s) best suited to bring the proposed transfer of incorporation to the attention of any persons who may be affected by such transfer.

9. — GENERAL PROVISIONS

9.1 — Fees

9.1 The fees in respect of matters set out in Appendix 1 shall be paid to the Registrar by the relevant person.

9.2 — Public Register

9.2.1 The Registrar shall maintain the register of Companies and Recognised Companies by recording the following details, insofar as they may be relevant, in respect of each Company and Recognised Company that is, or has been, incorporated, registered or continued in the DIFC:

(a) current name (including trading name, where applicable);

(b) registered number;

(d) License validity;

(e) type of Company;

(f) former names (including trading names, where applicable);

(g) date of registration of every change of name;

(h) current registered office;

(i) former registered offices;

(j) date of cessation of former registered offices;

(k) names of current Directors;

(l) names of former Directors (or, if applicable, former Managers);

(m) dates of cessation of former Directors (or, if applicable, former Managers);

(n) names of current Secretary, if applicable;

(o) names of former Secretaries, if applicable;

(p) dates of cessation of former Secretaries, if applicable;

(q) number and class of issued Shares and the nominal value of each Share;

(r) names of Shareholders of the company or, in the event of a company whose shares are listed on an exchange for trading, the twenty (20) shareholders holding the most number of shares;

(s) in the case of a Recognised Company, the country in which the Recognised Company is incorporated and the Approved Person(s);

(t) the Company's financial year end;

(u) date of commencement and cessation of voluntary arrangement, rehabilitations, administrations, receiverships, or liquidations;

(v) name and address and date of appointment and date of cessation or vacation of office of:

(i) each nominee or supervisor of a voluntary arrangement, within the meaning of the Insolvency Law;

(ii) each rehabilitation nominee of a rehabilitation, within the meaning of the Insolvency Law;

(iii) each administrator of an administration, within the meaning of the Insolvency Law;

(iv) each office-holder within the meaning of the Insolvency Law; and

(w) date of dissolution of the Company or date of de-registration of the Recognised Company, if applicable.

9.2.2 The Registrar shall make the register available for viewing on the website of the DIFC.

9.2.3 The Registrar shall, upon application and payment of the prescribed fee, produce an extract of the information maintained in the register in relation to any particular Company or Recognised Company.

9.2.4 An extract of information produced pursuant to Regulation 9.2.3 is prima facie evidence of the matters stated in it.

9.2.5 The Registrar shall, upon application and payment of the prescribed fee, produce a certified copy of a certificate of incorporation of a Company or a copy of a certificate of registration of a Recognised Company, or any document filed with the Registrar.

9.2.6 A certified copy of a certificate of incorporation or certificate of registration produced pursuant to Regulation 9.2.5 is conclusive evidence of the incorporation of the Company or registration of the Recognised Company.

10. — TRANSITIONAL PROVISIONS

10.1 — General

10.1 This Regulation contains provisions relating to the transition from the Previous Law to the Law.

10.2 — Definitions

10.2.1 In this Regulation 10, a reference to:

(a) "Manager" means a person occupying the position of manager of a Limited Liability Company by whatever name called;

(b) "Member" means a person referred to in the register of members maintained by a Limited Liability Company as the holder of a Membership Interest in the company; and

10.2.2 In this Regulation 10, a term which is defined in the Previous Law but is not defined in the Law shall have the meaning which it had in the Previous Law.

10.3 — Transition from the Previous Law

10.3 On the date on which the Law comes into force, each Limited Liability Company, Company Limited by Shares or Recognised Company which was immediately prior to that date registered as such under the Previous Law shall automatically convert into a Private Company, Public Company or Recognised Company incorporated, registered or continued under the Law, and subject to the requirements in the Law and the Regulations as applicable to that company.

10.4 — Automatic conversion to Private Company

10.4.1 Subject to Regulation 10.5, a body corporate which was, immediately before the date on which the Law came into force, a Company Limited by Shares or a Limited Liability Company shall, on the date on which the Law comes into force, automatically convert into a Private Company with the same name (other than, in the case of a Limited Liability Company, the amendment of the words "Limited Liability Company" or their abbreviation "LLC" to "Limited" or "Ltd" (as the case may be)) and the Registrar shall enter such name in the Register.

10.4.2 In respect of a Company which was a Limited Liability Company immediately prior to the date on which the Law came into force:

(a) the subscribed Membership Interests of that Limited Liability Company immediately prior to the date on which the Law came into force shall automatically, on the date on which the Law comes into force, be converted into shares in that Company on the basis that:

(i) the total issued share capital of that Company shall be equal to the aggregate subscribed Membership Interests, divided into shares with a nominal value of:

(A) the amount specified in the entry for that Limited Liability Company in the register of Companies and Recognised Companies maintained by the Registrar; or

(B) US$1 each, if no nominal value is specified under paragraph (A) above,

with shares being divided into separate classes to the extent, if any, previously specified in the Articles of Association of that Limited Liability Company; and

(ii) each Shareholder of that Company shall be deemed to be the holder of such shares of the Company as is referable to the subscribed Membership Interests that such Shareholder held (by value and class) in that Limited Liability Company,

and the register of Shareholders (previously Register of Members) of the Company shall be updated accordingly;

(b) each person who was a Manager of that Limited Liability Company immediately prior to the date on which the Law came into force shall be deemed to be a Director of that Company from the date on which the Law came into force;

(c) until such time as its amended Articles of Association have been adopted pursuant to Regulation 10.6, the Articles of Association of that Limited Liability Company in force immediately prior to the date on which the Law came into force shall continue to apply to that Company, but only to the extent that such articles do not conflict with the Law (with the applicable provisions of the Standard Articles applying in respect of any conflict) and with:

(i) any reference in those articles to a Membership Interest or Membership Interests, being deemed to be a reference to a Share or Shares; and

(ii) any reference in those articles to terms that were applicable only to Limited Liability Companies prior to the date on which the Law came into force, being interpreted to mean such equivalent terms as are applicable to Companies under the Law; and

(d) until such time as its amended Articles of Association have been adopted pursuant to Regulation 10.6, the following provisions shall, where necessary, be deemed to be incorporated into its Articles of Association:

"(1) Subject to Sub-paragraph (3), the transfer of Shares or the issue of Shares to a new Shareholder will only be valid if authorised by Special Resolution, unless these Articles of Association require a unanimous resolution.

(2) When a Share will be transferred to a person that is not a Shareholder, the existing Shareholders will have the right of first refusal to acquire the Shares to be transferred, in proportion to their shareholding in the share capital of the Company, on the same terms as to the approved transferee. The Shareholders will have fifteen (15) days to exercise such right of first refusal from the date on which the Special Resolution authorising the transfer was adopted, unless otherwise provided in such Special Resolution.

(3) The transfer of Shares by inheritance or otherwise by operation of law, including the transfer pursuant to any order made by a court of competent jurisdiction, shall not require a Special Resolution, unless the Articles of Association provide for the dissolution of the Company upon the death of one of the Shareholders, the redemption of the deceased Shareholder's Shares or otherwise.".

10.5 — Automatic conversion to Public Company

10.5.1 A body corporate which immediately before the date on which the Law came into force:

(a) was a Company Limited by Shares; and

(b) was a Public Listed Company under the Markets Law 2012 or had any of its Shares admitted to trading on a Regulated Market; or

shall, on the date on which the Law comes into force, automatically convert into a Public Company with the same name (other than with the amendment of the words "Limited" or their abbreviation "Ltd" to "Public Limited Company" or "PLC" (as the case may be)) and the Registrar shall enter such name in the Register.

10.5.2 A Company which is a Public Company registered as such pursuant to Regulation 10.5.1 shall within twelve (12) months from the date on which the Law came into force:

(a) to the extent necessary, amend its Articles of Association so that they are consistent with the requirements of the Law as applicable to that Company; and

(b) to the extent necessary, increase its share capital to comply with the minimum capital requirements set out in Article 35(3) of the Law.

10.6 — Amendments to Articles of Association

10.6 A Company which was, immediately prior to the date on which the Law came into force, a Limited Liability Company or a Company Limited by Shares shall within twelve (12) months from the date on which the Law came into force, to the extent necessary, amend its Articles of Association so that they are consistent with the requirements of the Law as applicable to that Company.

10.7 — Fines

10.7 Failure by a Company to comply with the provisions of Regulation 10.6 or 10.5.2 shall result in a fine, as specified in Article 35(1) of the Operating Law.

10.8 — Use of Former Name

10.8 A Company which within twelve (12) months from the date on which the Law came into force, uses its former name in communications does not contravene Article 14 of the Operating Law.

Appendix 1

Upon receipt by the Registrar of:	Fee (USD)
Application for incorporation of a Company	$8,000
Application for incorporation of a Company conducting retail activities	$3,400
Application for incorporation of a General Partner in an Investment Fund	$100
Application for registration of a Representative Office*	$2,000
Application for registration of a Recognised Company	$8,000
Application for registration of a Recognised Company conducting retail activities	$3,400
Application to transfer incorporation to the DIFC	$8,000
Application to transfer incorporation from the DIFC	$8,000
Notice of change of Director or Secretary	Nil
Notice of change in details of Director or Secretary	Nil
Notice of allotment of shares	Nil
Notice of appointment of auditor	Nil
Notice of cessation of auditor	Nil
Notice of change in details of person authorised to accept service of any document or notice	Nil

* "Representative Office” means an Authorised Person licensed by the DFSA to carry on the Financial Service of 'Operating a Representative Office' in the DIFC.

Table of fees

Source: assets.difc.com