INCORPORATION OF A COMPANY IN DUBAI
Companies Formation
Following are the brief text of the new regulation and features:
1. Legislative Authority
The regulations are made by the chairman of the Dubai Port
2. Date of Enactment and Commencement
These regulations are made on and came into force on 15th January, 2003.
Features
a) Company status : Limited Liability
b) Number of shareholders : Minimum one and maximum not limited
c) Suffix to the name : “Limited”
d) Capital structure : Decided by the shareholders
Restriction on Activity
1. Not Allowed
Ø To carry on business with persons resident in the U.A.E.
Ø Own an interest in the real property situated in the U.A.E. other than approved by the Authority.
Ø To carry on banking, insurance, re insurance, insurance agent or insurance broker.
Ø To carry out any trade in the free zone or in the U.A.E.
2. Allowed
Ø Professional contact with legal consultants, lawyers, accountants and auditors.
Ø To hold shareholders and directors meetings in the U.A.E.
Ø To hold lease of property for use as registered office or own real property of the Palm Islands or Jumeirah Islands or any property owned by Nakheel Company LLC or any other real property approved by the authority.
Ø To hold an account in a bank in the U.A.E. for the purpose of conducting its routine operational transactions.
Ø To become shareholders in FZE, FZCO, LLC.
Formation Procedures
Ø Submit application to the Registrar.
Ø Provide Memorandum and Articles of Association prepared as per the regulation.
Registration
Ø The registrar is the final authority to accept or reject the registration. Upon registration an offshore company registration number will be allotted and registration certificate will be granted.
Corporate Capacity
Ø An offshore company has the capacity and privileges of a natural person.
Shares
Ø No bearer shares allowed.
Ø No different classes of shares allowed.
Ø All shares must be fully paid when allocated.
Administration
Ø A registered agent (legal firms, auditors, consultants) is required to be introduced to the Authority.
Ø A registered office to be maintained either in the Free Zone or in Dubai
Ø A registered agent’s office can also be used as the registered office.
Directors
Ø Minimum number of Directors shall be two.
Secretary
Ø Every offshore company shall have a secretary.
Meetings
Ø Shareholders’ meeting and Board meeting to be conducted periodically.
Ø Every company shall cause minutes of all proceedings at general meeting and its Directors.
Accounts and Audit
Ø Every offshore company shall keep accounting records. Accounts shall be preserved by it for 10 years from the date on which they are made.
Ø An offshore company’s accounts shall be approved by the directors and to be signed by one of them.
Ø An auditor shall be appointed for conducting the winding up proceedings.
Winding up
The winding up of an offshore company may either be:
Ø Summary under chapter 1 of the resolution;
Ø by its creditors under chapter 2 of the resolution;
Ø by the court under the U.A.E. Commercial Transactions Law No. 18 of 1993.
A liquidator shall be appointed for conducting the winding up proceedings.
Strike Company off Register
The Registrar may strike off the company from the register under the following circumstances by giving due notice:
Ø Offshore company is acting breach of Regulation 15 (permitted activities)
Ø To protect the good repute of the Zone.
Ø Non payment of fees.
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