Important Notice for Companies Incorporated in Mainland UAE! The deadline to amend your company’s memorandum of association (“MoA“) to bring it in line with the provisions of the new UAE Commercial Companies Law (Federal Law No. 2 of 2015 concerning Commercial Companies) (“New CCL”) is 30 June 2016.
Failure to incorporate these changes in the MoA will result in deemed dissolution of the company found at fault, and the possibility of imposition of a fine ranging from AED 10,000 to AED 100,000 on the company or its responsible chairman or directors.
The key changes introduced in the New CCL that may necessitate amendments to the MoA relate to inclusion of certain mandatory details in the MoA (depending on the form of the company), minimum share capital requirements for joint stock companies, pre-emption rights in connection with transfer of shares to a third party, quorum requirements for a general meeting, and an expanded agenda for general meetings.
Note that some of the provisions in the New CCL do not require a change to the MoA but may still be incorporated in the interests of commercial expediency. These include allowing partners in LLC’s to pledge their shares, a shorter notice period for convening a general meeting, and the flexibility to send such notice through means other than by way of registered post (eg. email, fax).
In view of the fast approaching deadline, please make sure that your MoA is amended and up-to-date, if you haven’t already done so.
Authors: Franco Grilli and Priyasha Corrie