Commercial Companies Law — articles 301–366

Without prejudice to the right of the aggrieved parties to have recourse to the courts, if it is established that any person has breached the provisions of Article [299] of this Decree Law or the resolution issued by the…

The company shall publish the acquisition on both the company's website and the financial market's website, if the company is listed on a financial market in the State.

Subject to the provisions on termination of companies, a Company shall be dissolved for any of the following reasons: 1. Expiration of the term specified in the MOA or AOA of the Company, unless such a term is renewed in…

Without prejudice to the rights of third parties, and subject to the provisions of this Decree Law and the contracts between the partners, the General Partnership and the Limited Partnership shall be dissolved for any of…

1. Where no provision is made in the MOA of the General Partnership or the Limited Partnership for it to continue with the remaining partners after the withdrawal or death of a partner or issuance of a judgment of interd…

1. A court judgment may be issued to dissolve a General Partnership or Limited Partnership upon the request of a partner, if the court finds good cause for dissolution. A court judgment may also be made to dissolve the C…

1. The One Person Company (OPC) shall be dissolved upon the death or termination of the founding natural or legal person. However, the One Person Company (OPC) shall not be terminated upon the death of the natural person…

The death of a partner in a Limited Liability Company or his withdrawal by a judgment of interdiction or declaring his bankruptcy or insolvency shall not lead to its dissolution unless so provided for in the Company's MO…

1. If the losses of a Limited Liability Company reach 50% of the Capital, the managers thereof shall put the matter of dissolution before the partners at a General Assembly. A dissolution resolution shall be passed by th…

1. If the cumulative losses of a joint stock company reach half of its issued capital, the board of directors shall within thirty [30] days of the date of disclosing the periodical or annual financial statements to the M…

1. Without prejudice to the situations provided for in this Decree Law or in any other law, if the Ministry, the SCA or the Competent Authority, each according to its respective jurisdiction, confirms that the Company ha…

1. Without prejudice to the cases set forth in this decree law or any other law, if the Ministry, SCA or Competent Authority, within their respective areas of competence, is convinced that the company has ceased to carry…

1. The entity responsible for managing the Company shall notify the Competent Authority and the Registrar of any event giving rise to the dissolution of the Company. 2. If the partners agree to dissolve the Company, the …

The managers, board chairman or liquidator of the Company, as applicable, shall have the dissolution of the Company recorded in the commercial register maintained by the Competent Authority and shall publish a notice of …

Unless the MOA or AOA of the Company provides a specific procedure for liquidation or the partners agree otherwise upon the dissolution of the Company, the provisions of this Decree Law shall apply in the event of liquid…

The powers of the managers or the board of directors shall cease to exist upon dissolution of the Company. However, they shall continue to discharge their responsibility to manage the Company and shall act as liquidators…

1. Liquidation shall be conducted by one or more liquidators appointed by the partners or by resolution of the General Assembly or equivalent body. The liquidator cannot also be an auditor for the time being of the Compa…

If there is more than one liquidator, their acts shall be valid only if there is unanimous consent, unless the document appointing them provides otherwise. This condition shall not be effective vis-à-vis third parties un…

The liquidator shall enter the resolution appointing him and the agreement of the partners or the resolution of the General Assembly concerning the method of liquidation or the relevant court order in the commercial regi…

1. The liquidator shall be dismissed in the same way as he was appointed. Any resolution or court order to dismiss a liquidator shall provide for the appointment of a new liquidator. 2. A liquidator's dismissal shall be …

The liquidator shall, immediately after his appointment, conduct an inventory check of all the assets and liabilities of the Company. The managers or the chairman shall provide the liquidator with the assets, accounts, l…

The liquidator shall prepare a detailed list of the assets and liabilities of the Company and its balance sheet, and sign it together with the managers or the chairman of the Company. The liquidator shall keep a record t…

The liquidator shall do all that is necessary to preserve the assets and rights of the Company and collect its receivables from third parties. The liquidator shall deposit the monies received into a bank for the account …

The liquidator shall do all acts necessary for the liquidation and in particular represent the Company before the courts, pay Company debts and sell movable assets and real estate of the Company at a public auction or by…

All debts of the Company shall become immediately payable upon its dissolution. The liquidator shall notify all the creditors by registered letter with acknowledgment of receipt of the commencement of the liquidation, in…

If the assets of the Company are not sufficient to settle all debts, the liquidator shall pay part of the debt, without prejudice to the rights of preferred creditors. Every debt arising from the liquidation shall be sat…

If some creditors fail to present their claims, their debts shall be deposited with the treasury of the competent court. Amounts sufficient to cover disputed debts shall also be deposited, unless the creditors in respect…

The liquidator may not commence new business activities of the Company except those required to complete a prior activity. If the liquidator undertakes any new activity not required for liquidation, he shall be liable to…

The liquidator shall complete his mandate within the period specified in the document appointing him. If no such period is stated, any partner may bring the matter to the competent court for a liquidation period to be de…

The liquidator shall, on a quarterly basis, submit to all the partners or to the General Assembly a temporary statement of account on liquidation activities. The liquidator shall furnish the partners with the details and…

1. The liquidator shall, upon completion of liquidation work, submit to the partners or to the General Assembly or the competent court a final account of the liquidation which shall terminate upon approval of the final a…

The Company shall be bound by acts performed by the liquidator in the context of liquidation insofar as they are carried out within the scope of his mandate. No liability shall attach to the liquidator in respect of such…

The liquidator shall be liable if the Company's affairs are mismanaged in the liquidation. The liquidator shall also be liable for any damage incurred by third parties due to professional errors in connection with the li…

1. Assets of the Company resulting from liquidation shall be distributed among the partners after settlement of its debts. Upon distribution, each partner shall receive an amount equal to his capital contribution and the…

1. In case of the denial and lack of legitimate excuse, legal proceedings arising as a result of the liquidator carrying out his functions and claims arising as a result of partners, managers, Directors or auditors of th…

Without prejudice to the special agreements between the Federal Government, any Local Government or their affiliates and any foreign companies, the provisions of this Decree Law, excluding the provisions on incorporation…

1. Save for foreign companies licensed to operate in free zones in the State, foreign companies may not conduct any operations in the State or set up an office or branch therein without having been issued an appropriate …

1. No foreign Company may conduct its operations in the State unless it has been entered in the Ministry's foreign companies register in accordance with this Decree Law and until the Company has obtained the approvals an…

Save for representative offices, foreign companies and their branches shall have an independent balance sheet and profit and loss account and shall have an auditor registered on the roster of practicing auditors in the S…

1. Foreign companies may establish representative offices to conduct market studies and research production prospects without undertaking any commercial activity. 2. The implementing decisions of this Decree Law shall de…

1. Subject to the jurisdiction of the Central Bank, the Ministry, the SCA and the Competent Authority, each according to its respective jurisdiction, shall have the right to monitor joint stock companies and inspect thei…

The Minister shall issue inspection regulations for Private Joint Stock Companies, while the board of directors of the SCA shall issue inspection regulations for Public Joint Stock Companies. The regulations shall set ou…

1. Subject to the provisions of Articles 333 and 334 of this Decree Law, shareholders holding at least 10% of the Capital of the Company may request the Ministry or, as applicable, the SCA to order an inspection of the C…

Subject to the provisions of Article [340] of this Decree Law, the Chairman, CEO, Director General, personnel and auditors of the Company shall give the inspection team access to the books, minutes of meeting [board of d…

1. Subject to the provisions of Articles 342 and 341 of this Decree Law, the inspectors shall, after completing their inspection, submit a final report to the Minister [Private Joint Stock Companies] or to the chairman o…

If the Ministry or the SCA, as applicable, is convinced that the allegations attributed by the applicants for inspection to the Directors or the auditors are not true, the Ministry or the SCA may order that the results o…

A penalty of imprisonment sentence ranging from six [6] months to three [3] years and / or a fine between AED [200,000] two hundred thousand dirhams and AED 1,000,000 [one million dirhams] shall be imposed on whoever del…

A person who, in bad faith, valuates the in-kind contributions of founders or shareholders above their actual value shall be liable to imprisonment sentence for a term between six [6] months and three [3] years and / or …

Any manager or Director that distributes to shareholders or others profits or interest in violation of the provisions of this Decree Law or the MOA or AOA of the Company, and any auditor that approves such distribution d…

Any manager, director, auditor or liquidator that deliberately gives false information in the balance sheet or profit and loss account or in a financial report or omits material facts from such documents for the purpose …

A penalty of imprisonment sentence ranging from three [3] months to two [2] years and / or a fine between AED 10,000 [ten thousand dirhams] and AED 100,000 [one hundred thousand dirhams] shall apply in respect of: 1. Any…

Any liquidator that intentionally takes harmful action against a Company or its shareholders, partners or creditors shall be liable to imprisonment sentence for a term between three [3] months and three [3] years and / o…

Whoever issues shares, subscription receipts, interim certificates or bonds or offers them for trading in violation of this Decree Law shall liable to imprisonment sentence for a term between three [3] months and two [2]…

A penalty of imprisonment sentence for up to three [3] months and / or a fine between AED 100,000 [one hundred thousand dirhams] and AED 500,000 [five hundred thousand dirhams] shall apply in respect of: 1. Any Director …

A penalty of imprisonment sentence for up to six [6] months and / or a fine between AED 50,000 and AED 500,000 [five hundred thousand dirhams] shall apply in respect of: 1. Any person that uses information or particulars…

The chairman, Director or other employee of a Company who participates, directly or indirectly, with any entity involved in any activities or transactions intended to influence the prices of Securities issued by the Comp…

The penalties provided for in this Decree Law shall be without prejudice to any more severe penalty provided for in any other Law.

Any criminal proceedings for the offences committed by the Company under this Decree Law shall be instituted against its legal representative.

Officers nominated by a resolution of the Minister of Justice in agreement with the Minister and in coordination with the SCA or the Competent Authority, as applicable, shall have the capacity of a judicial officer for r…

1. Existing companies that are subject to this Decree Law shall have one year of the date of entry into force of this Decree Law to adjust their affairs. Such a time limit may be extended for a further period of similar …

Based upon the proposal of the Minister and the approval of the Competent Authority, the Cabinet may delegate to the competent authorities any of the powers of the Ministry contained in this Decree Law.

The Cabinet shall issue the guidelines for encouraging companies to perform its corporate social responsibility and implementing its phases.

The Cabinet shall issue the Regulations on Administrative penalties for acts committed in violation of the provisions of this Decree Law, its Executive Regulations and the resolutions issued in implementation of the Decr…

The executive regulations and resolutions of Federal Law No. [2] of 2015 concerning commercial companies shall continue in full force and effect to the extent that they are not in conflict with this Decree Law, until suc…

The above-cited Federal Law No. 2 of 2015, as well as any provision that goes against or conflicts with the provisions of this Decree Law, shall all be repealed.

This Decree Law shall be published in the Official Gazette and shall enter into force as of January 02, 2022 AD.