Commercial Companies Law — articles 101–200

A minutes adequately summarizing all deliberations of the General Assembly shall be drafted, and the minutes and resolutions of the General Assembly shall be recorded in a special register to be kept at the headquarters …

1. Notwithstanding the provision of Article [85] of this Decree Law, the company's MOA may not be amended and its capital may not be increased or reduced unless approved by a number of partners holding at least three qua…

The Limited Liability Company shall have one or more auditors to be appointed each year by the General Assembly of Partners and, notwithstanding the provisions of Article [246] of this Decree Law, the provisions on audit…

The Limited Liability Company shall set aside every year [5%] of its net profits to form a statutory reserve. The partners may resolve to stop such allocation if the reserve reaches 50% of the capital amount.

1. Unless otherwise provided for in this Decree Law, the provisions concerning joint stock companies shall also apply to the limited liability company, and which are consistent with its nature. The Competent Authority sh…

A Public Joint Stock Company is a company whose capital is divided into shares of equal value, which are tradable, and whose founders subscribe for part of these shares while the remaining shares are offered to the publi…

Every Public Joint Stock Company shall have a trade name, which may not be the name of a natural person, unless the object of the Company is to exploit a patent registered in the name of such person or if the Company own…

1. Five or more persons may form a Joint Stock Company. 2. The Federal Government, the Local Government and any Company or entity wholly owned by either may hold an equity stake in a Public Joint Stock Company or incorpo…

The term of the Company shall be determined in its MOA and AOA. Under a special resolution, such term may be extended or shortened if the object of the Company so requires.

1. The founder is every person who signs the MOA of the Company and holds a ratio of its share capital in cash or provides in-kind contributions at the time of incorporation, subject to the provisions of this Decree Law.…

1. The founders shall draft the MOA and AOA of the Company, which shall include the following particulars: a. The name and headquarters of the Company; b. The object for which the Company is incorporated; c. The full nam…

1. Subject to the provisions of this Decree Law, the AOA of the Company shall, once the latter is registered in the commercial register maintained by the Competent Authority, be binding upon all its shareholders. 2. Any …

1. The founders shall choose from among themselves a committee to be called the "Founders Committee", consisting of at least three members. The Founders Committee shall manage the procedures of incorporating the company …

1. The Founders Committee shall submit an incorporation application to the Competent Authority, together with the MOA and AOA of the Company, an economic feasibility study for the business venture to be established by th…

1 . The SCA shall review the MOA and AOA of the company, the economic feasibility of the venture to be established by the company and the proposed schedule for its implementation, the Prospectus and any approvals by the …

The Founders Committee shall have the MOA duly attested in accordance with the provisions of this Decree Law and provide to the SCA a copy of the MOA and a copy of the Competent Authority's initial decision approving the…

The information of the incorporation application may not be amended, at any stage of the incorporation process, once it has been submitted to the Competent Authority, whether such information pertains to the capital or o…

1 .The Founders shall subscribe for shares of the company's issued capital to the extent of the ratio described in the Prospectus, before offering the remaining shares of the company at a public offering, subject to the …

1. Founders of the Company may provide in-kind contributions in consideration of their shares in the Company, and the valuation thereof shall be at the expense of their contributors. 2. The Authority shall determine the …

The valuation of in-kind contributions following the incorporation process of the Company shall be subject to the same valuation provisions set forth in this Decree Law.

1. If the SCA is convinced that there is any overvaluation or negligence in the valuation of in-kind contributions by the valuator, the SCA may: a. Prevent the valuator from carrying out valuation activities for the SCA …

1. The prospectus shall be signed by the Founders Committee and the board of directors, if applicable, and they shall be responsible for the validity of the data and information set out in the prospectus. The consultants…

1. Subscription applications shall be submitted to a duly licensed entity/ entities in the State, as specified by the Founders Committee in the Prospectus. Subscription applications may also be submitted electronically a…

1. Without prejudice to the provisions of Article [10] of this Decree Law, the company may have, upon incorporation or upon increase of its capital, one or more underwriters to be approved by the SCA in accordance with t…

1. Subscription shall remain open throughout the duration described in the Prospectus, which may not exceed thirty [30] business days. 2. If all shares offered for subscription are not fully underwritten within the speci…

If the shares offered for subscription are oversubscribed, the available shares shall be distributed to the subscribers in proportion to their respective subscriptions or as determined in the Prospectus and approved by t…

The entities licensed to receive subscription applications shall, upon closure of subscription, take the following actions: 1. Allot the shares to the subscribers within not more than five [5] business days of the date o…

Emirates Investment Authority may subscribe for the shares of any Public Joint Stock Company incorporated in the State and which offers its own shares for public subscription, at a ratio not exceeding 5% of the shares of…

If the Company is not incorporated, the SCA shall announce such situation to the public. Such announcement shall entail the following: 1. Subscribers shall be entitled to recover the amounts paid by them within 10 [ten] …

Subject to the provisions of Articles [117 and 279] of this Decree Law, the SCA may issue a resolution regulating the mechanism of subscription on the basis of Book Building. Entities wishing to follow such method shall …

The Company shall bear all the expenses incurred by the Founders Committee in the course of incorporating the Company and issuing its Securities. A detailed statement of such expenses shall be submitted to the Constituen…

1. The Prospectus of offering the Company's shares at a Public Offering shall include a call to the shareholders to hold a Constituent General Assembly of the Company, the financial market's approval on the listing of th…

The Constituent General Assembly shall, in particular, consider and decide on the following issues: 1. The founders' report on the procedures and costs of incorporating the Company. 2. Company-related actions of the foun…

The board of directors of the Company shall, within 10 [ten] business days of the meeting date of the Constituent General Assembly, submit an application to the SCA to have a certificate of incorporation issued for the c…

Once the documents listed in Article [133] of this Decree Law are completed, the SCA shall issue a certificate of incorporation of the Company within five [5] business days of the date of filing a complete application by…

1. The board of directors of the Company shall, within 10 [ten] business days of the date of issuance of an incorporation certificate by the SCA, commence the process of registering the Company with the Competent Authori…

The chairman of the Company's board of directors shall, within five [5] business days of the date of issuance by the Competent Authority of the company's business license, furnish to the Registrar the certificate of inco…

1. The board of directors of the Company that offers its shares at a public offering shall, within fifteen [15] business days of the date of recording the company in the commercial register with the Competent Authority, …

Once the Company is recorded in the commercial register with the Competent Authority, the effects of all acts performed by the founders for the Company's for the latter's benefit prior to its registration, shall be trans…

Subject to the provisions of this Decree Law, the company may, subject to prior consent of the SCA, issue a special resolution to amend its MOA or AOA. The company shall provide the Competent Authority with a copy of thi…

1. The Company shall provide on its website a copy of its MOA, AOA and any documents or other information as determined by the SCA. 2. The Company shall send a copy of its MOA and AOA to any shareholder who so requests, …

1. Each Company shall keep a register of its shareholders in accordance with the guidelines laid down by the SCA. 2. The SCA may review the shareholder register and the books, documents and records of the Company.

If, prior to the General Assembly's approval of the company's accounts for the first fiscal year, the Company purchases assets, companies or corporate bodies for an amount in excess of [20%] of its capital, the board of …

1. The management of the Company shall be undertaken by a board of directors. The AOA of the Company shall regulate the formation of the board of directors, the number of directors and their term of office, provided that…

1. Subject to the provisions of Article [143] of this Decree Law, the General Assembly shall elect the directors by way of cumulative secret voting. Notwithstanding this, it shall be permissible for the founders to appoi…

1. If the position of any Director becomes vacant, the board of directors shall, subject to the provisions of Article [143] of this Decree Law, appoint a new Director to fill in the vacancy within thirty [30] days, provi…

Each shareholder of the Company shall be entitled to a number of votes equal to the number of shares he holds. The SCA shall issue a resolution determining the voting mechanism to be used at the general assemblies for th…

No person may be appointed or elected as a Director of the Company unless and until such a person declares in writing his acceptance of the nomination. The declaration shall state any activity that competes with the busi…

Notwithstanding the provisions of Article [143] hereof, the Federal or Local Government may, if it holds [5%] or more of the capital of the Company, appoint representatives in the board of directors at the same ratio of …

1. No person, in his personal capacity or in his capacity as the representative of a legal person, may serve as a Director of more than five joint stock companies headquartered in the State, or a chairman or deputy chair…

1. Every Director of the Company, who may have a common interest or a conflicting interest in respect of any transaction that is submitted to the board of directors for approval, shall notify the board of directors of su…

Subject to the provision of Article [10] of this Decree Law, any requirements laid down by the Cabinet or Competent Authority shall be observed on the formation of the board of directors. If the ratio of UAE nationals in…

1. Related parties shall be prohibited from taking advantage of any information that comes to their possession by virtue of their membership or position in the company for the sake of achieving any personal interest for …

1. Except for the financial institutions that are subject to the control and supervision of the Central Bank, it shall not be permitted for a joint stock company to provide any loans to any of its directors, nor to enter…

The board of directors shall have all the powers specified in the AOA of the Company except those powers exclusively conferred upon the General Assembly under this Decree Law or the AOA of the Company. However, the board…

1. The chairman shall legally represent the Company before the courts and in respect of its relationships with third parties, unless the AOA of the Company provides that its Director General shall act as its representati…

1. The board of directors shall meet at least four [4] times a year at a call by the chairman, unless the AOA of the Company provides for more meetings, in accordance with the procedures specified in the AOA. However, th…

1. Board resolutions shall be passed by a majority of votes; in the event of equal votes, the chairman shall have the casting vote. 2. Notwithstanding the provision of Article [156.2] of this Decree Law, the board of dir…

If any Director fails to attend three [3] consecutive or five [5] intermittent board meetings during the term of office of the board of directors, without an excuse acceptable to the board, such Director shall be deemed …

The secretary of the board of directors shall prepare the minutes of meetings, which shall be signed by the secretary himself together with the directors attending the meeting. The Director who opposes any resolution pas…

1. The Director may not appoint any other Director as his proxy to attend a board meeting unless so permitted by the AOA of the Company. Each Director may act as a proxy for only one Director, but at least 50% of the Dir…

The Company shall be bound by the acts duly carried out by the board of directors and shall be liable for any damage caused by the unlawful acts of the chairman and directors of the Company.

1. The directors and executive management officer shall be liable vis-à-vis the company, shareholders and third parties for all acts of fraud, abuse of power and violation of the provisions of this Decree Law and the AOA…

The Company shall be bound by the acts of any of its Director vis-à-vis bona fide third parties, even if it subsequently appears that his election or appointment has been invalid or that the applicable conditions for suc…

1. If one or more shareholders holding at least [5%] of the shares of the Company are convinced that the affairs of the Company are being or have been conducted to the detriment of the interests of all or any of the shar…

The Company may file a liability lawsuit against its board of directors on the grounds of its errors that may result in damage to all the shareholders, under a resolution to be adopted by the General Assembly for nominat…

1. Any shareholder may file with the competent court a lawsuit against the company and its board of directors and executive management, if any damage is inflicted upon the shareholder as the result of an act by the compa…

1. Any single shareholder, or all shareholders acting collectively, may file a lawsuit with the competent court under their name and on behalf of the company against any related party of the company for the damage incurr…

Any single shareholder, or all shareholders acting collectively, may file a lawsuit with the competent court under their name against any related party of the company on the grounds of the damage caused to them as a resu…

Any resolution passed by the General Assembly to discharge the board of directors from liability shall not give rise to lapse of the liability lawsuit against the Directors due to the errors committed by them in the cour…

1. The General Assembly may remove all or any of the Directors, even if the AOA of the Company provides otherwise. In such case, new Directors shall be elected instead of the directors so removed, subject to the provisio…

1. The AOA shall determine the way in which the remuneration of Directors is to be calculated, provided that it does not exceed [10 %] of the net profit for the fiscal year then ended, after the deduction of depreciation…

1. Without prejudice to the rights of bona fide third parties, any resolution issued in violation of the provisions of this Decree Law or the MOA or AOA of the Company or for or against a certain class of shareholders or…

1. The General Assembly of shareholders shall convene, subject to prior approval of the SCA, at the call of the board of directors at least once a year, within the four [4] months following the end of the fiscal year, at…

1. Except for the meeting of the General Assembly being postponed due to the lack of quorum, in accordance with the provisions of Article [185] of this Decree Law, the call to General Assembly Meeting shall be served bas…

If the notice of meeting of the General Assembly is sent prior to the date of the meeting within a period less than the period specified in Article [174] of this Decree Law, then the notice to General Assembly Meeting sh…

1. The board of directors of the company shall call the General Assembly to convene whenever one or more shareholders holding shares that represent at least [10%] of the company's shares requests so, so that the call to …

1 .The board of directors shall call the General Assembly to convene upon the request of the auditor. If the board fails to send out a notice of meeting within five [5] days of the date of the request, the auditor shall …

1. The SCA may instruct the chairman of the board of directors of the company or his representative to call a General Assembly Meeting in any of the following cases: a. Upon the expiry of thirty days of the date describe…

In particular, the annual General Assembly of the Company shall consider and decide on the following issues: 1. Consideration and approval of the board of directors' report on the activities and financial position of the…

1. Every shareholder shall have the right to attend the General Assembly and shall have a number of votes equal to his number of shares. Any shareholder that has the right to attend the General Assembly may appoint a pro…

1. The SCA and the Competent Authority may send one or more controllers on their behalf to attend meetings of the General Assembly of companies without having the right to vote. The presence of such controllers shall be …

1. Subject to the provisions of this Decree Law and the resolutions issued in implementation hereof and the AOA of the company, the General Assembly shall be competent to consider all the issues in connection with the co…

The shareholders shall record their names for the attendance of the meeting of the company's General Assembly in accordance with the controls, terms and procedures to be issued by a resolution of the SCA in this regard.

The chairman of the board of directors of the company or, in his absence, the deputy chairman or, if both the chairman and the deputy chairman are absent, any director so selected, shall assume chairmanship of the Genera…

Unless the AOA states a higher percentage, the quorum for meetings of the General Assembly shall be fulfilled if the shareholders holding or representing by proxy at least 50% of the share capital of the Company are pres…

If any of the shareholders or their representatives withdraws from the meeting of the General Assembly after the quorum has been fulfilled, such withdrawal shall not affect the validity of the General Assembly, provided …

1. Every shareholder attending the General Assembly shall be entitled to discuss the matters listed on the General Assembly's agenda and to address questions to the Directors and the auditor. The Directors and the audito…

1. Subject to the provision of Article [146] of this Decree Law, voting on the General Assembly's resolutions shall be conducted via the method as determined by the AOA of the company. However, voting shall be secret if …

1. Minutes shall be drafted for all meetings of the General Assembly. The minutes of every meeting shall include the names of the shareholders present in person or by proxy, the number of shares held by them in person or…

1. Resolutions of the General Assembly shall be passed by a majority vote of the shares represented at the meeting, or such higher majority as specified by the AOA of the Company. 2. Resolutions passed by the General Ass…

The chairman of the Company shall implement the resolutions of the General Assembly and shall send a copy thereof to the SCA, the financial market on which the shares of the Company are listed as well as to the Competent…

1. The minutes of meetings of the General Assembly of shareholders shall be kept at the headquarters of the Company. Any shareholder may review such minutes without consideration during ordinary working hours. 2. If the …

1. Upon the request of shareholders holding not less than [5%] of the Company's capital, the SCA may issue a resolution to suspend the enforcement of resolutions passed by the General Assembly of the Company if they are …

1. Subject to the provisions of Article 143 of this Decree Law, if the General Assembly of the Company fails to pass a resolution on the election of Directors at two consecutive meetings where the quorum is fulfilled, th…

The minimum issued capital of a public joint stock company shall be at least thirty million dirhams AED [30,000,000]. This limit may be amended under a resolution by the Cabinet based upon the proposal of the chairman of…

1. Subject to the provisions of this Decree Law, the shareholders are required to approve – under a special resolution – the issuance of every new shares for increasing the issued capital. 2. Upon satisfying its full iss…

The share capital of the Company may be increased by any of the following means: 1. Issue of new shares; 2. Capitalization of the reserve; or 3. Conversion of Company-issued bonds or Sukuk into shares.

1. Shares of capital increase of the company shall be issued at a nominal value equivalent to that of the original shares. However, the company may, under a special resolution and based upon the approval by the SCA, deci…

1. Without prejudice to the provisions of Articles [225], [226], [227], [228], [231], [285] and [299] of this Decree Law, the shareholders shall have priority to subscribe for newly issued shares. Any provision to the co…