Dubai Integrated Economic Zones Authoritychapter by chapter

Regulation 3.1-3.33. Application of Laws

The Companies Regulations apply only within the Free Zone jurisdiction, Federal Commercial Companies Law No. 32 of 2021 does not apply to Companies or Branches, and Markets Laws prevail for PLCs where inconsistent.

Regulation 8.1-8.68. Entities Recognised in the Free Zone

Entities operating in the Free Zone must be recognised as an FZCO, PLC or branch of a foreign company, and need a valid licence and registrar-allocated unique number.

Regulation 10.1-10.1610. Registers - maintenance and resolution filing

The Registrar maintains the Companies, Security and Branches Registers, and companies or branches must file copies of board and shareholder resolutions with the Registrar within fourteen days of passing.

Regulation 11.1-12.411-12. Rectification and Inspection of Registers

Shareholders, Managers, Directors or branch parent companies may apply to the Registrar to rectify incorrect register entries; FZCO registers are open to shareholders.

Regulation 13.1-14.713-14. Name of FZCO / Name of PLC

The Registrar must approve the name of an FZCO or PLC, ensuring it doesn't duplicate or infringe others, with specific change procedures.

Regulation 15.1-15.415. Name of Branch

Branch names require Registrar approval, must not infringe intellectual property or UAE laws, must be the parent company name followed by Branch, and Registrar may direct changes.

Regulation 16.1-17.616-17. Features of Company and Branch

Companies must acquire a Free Zone Licence for operations, while branches remain legally dependent on their parent and also need a Free Zone Licence.

Regulation 18.1-18.518. Incorporation of Company

Incorporators must apply to the Registrar with prescribed company particulars, draft memorandum and articles, business plan and supporting documents; leased Free Zone premises are required before licence issue.

Regulation 19.1-19.419. Registration of Branch

A branch parent company must apply to the Registrar to register a branch, supplying prescribed particulars and corporate documents, and lease premises in the Free Zone before licensing.

Regulation 20.1-20.520. Licensing

Companies must maintain a valid Licence and can only conduct activities permitted by it, or face deregistration.

Regulation 21.1-21.521. Memorandum and Articles of Association

Every company must have a memorandum and articles of association in English with prescribed content, amendable only by special resolution, with amendments notified to the Registrar within 14 days.

Regulation 22.1-22.522. Ultimate Beneficial Owners

Companies must file an annual and renewal-date ultimate beneficial owner declaration with the Registrar, notify UBO changes within 14 days; PLCs with stock-exchange-listed shares are exempt.

Regulation 23.1-23.523. Minimum Share Capital

Shares must have a fixed nominal value and be at least 25% paid up on allotment; FZCOs need minimum share capital of AED 1, PLCs AED 250,000.

Regulation 24.1-24.724. Shares

Company capital must be divided into fixed nominal value Shares, and a Company must file Allotment notices with the Registrar within 30 days of later Allotments.

Regulation 25.1-25.225. Increase of Capital

A company may increase its share capital by special resolution or a higher prescribed majority, filing the resolution with the Registrar within 30 days; the increase takes effect once entered in the Companies Register.

Regulation 26.1-26.226. Consolidation and Division of Shares

A Company may consolidate or divide its Shares by Special Resolution, filing the resolution with the Registrar within 30 days; the change takes effect once reflected in the Companies Register.

Regulation 27.1-27.627. Non-Cash Consideration for Shares

Companies must not allot shares for non-cash consideration unless PLCs obtain a valuation within six months, get Director approval, and file with the Registrar, with exceptions.

Regulation 28.1-28.928. Shareholders' Pre-emption Rights

PLC must offer new Shares proportionately to existing Shareholders first, allowing at least 14 days to accept, unless an exception applies; FZCO pre-emption rights exist only if its MAA provides them.

Regulation 29.1-29.929. Decrease of Capital

An FZCO may reduce share capital by Special Resolution with Director solvency certification; a PLC must follow auditor loss reporting, creditor objection publication, and Registrar filing within five days.

Regulation 30.1-31.330-31. Classes of Shares and Variation of Rights

Companies may create share classes under their MAA; class rights may be varied only by Special Resolution and affected-class approval, with dissenting 5% holders able to seek Court review.

Regulation 32.1-32.832. Share Transfer and Share Register

Share transfers take effect only when the new shareholder is entered in the register; a PLC must keep an accurate shareholder register and supply it to the Registrar on request.

Regulation 33.1-33.833. PLC Right to Request Information about Interests in Shares

Public Limited Companies can request information from individuals regarding their share interests or face legal restrictions for non-compliance.

Regulation 34.1-34.1134. Treasury Shares

A PLC may buy back its own shares as treasury shares from distributable profits with Registrar approval and an Ordinary Resolution, and must notify the Registrar and Shareholders of any transfer or cancellation.

Regulation 35.1-35.335. Financial Assistance to Acquire Shares

PLC or its Subsidiary may not provide financial assistance to acquire its or its Holding Company's Shares unless non-prejudicial, approved by 90% Shareholder resolution, or within a prescribed exception.

Regulation 36.1-36.636. Redeemable Shares

A Company can issue redeemable shares if non-redeemable shares exist, with redemption terms set by directors or the MAA and share capital effectively reduced.

Regulation 37.1-3837-38. Dividends, Distributions and Unlawful Distribution

Companies may pay dividends only from accumulated realised profits, keeping net assets above share capital plus reserves, with directors certifying debt-paying ability; unlawful distributions must be returned.

Regulation 39.1-39.539. Directors - composition and eligibility

Company directors manage business affairs; FZCOs need at least one natural-person director and PLCs at least two, while persons under 21, certain convicted, disqualified or bankrupt persons cannot serve as directors.

Regulation 40.1-40.440. Election, Term and Removal of a Director

Directors are appointed or removed by ordinary resolution, first directors are appointed by incorporating shareholders, and PLC directors must be reappointed at the next annual general meeting or cease to hold office.

Regulation 41.1-41.441. Duties of a Director

Directors must act within granted powers for proper purposes, honestly and in good faith to promote company success, avoid third-party benefits, exercise reasonable care and skill, and judge independently; shareholder ratification can excuse breaches if the company remains solvent.

Regulation 42.1-42.642. Duty to Avoid Conflicts of Interest

Directors must avoid conflicts of interest and cannot exploit company opportunities unless authorized by non-conflicted Directors.

Regulation 43.1-43.743. Duty of a Director to Disclose Interests

A director with a direct or indirect interest in a company transaction that conflicts or may conflict must disclose it before the company enters the deal, with Ordinary Resolution approval for proposed transactions and conflicted votes disregarded.

Regulation 44.1-44.344. Prohibition on Financial Assistance to a Director

Companies may not give financial assistance such as loans, guarantees, or security to a director or certain relatives or affiliated companies without 90% shareholder approval and unanimous director resolution.

Regulation 45.1-45.245. Alternate Director

Unless the MAA provides otherwise, a company director may appoint an alternate by written instrument, notified to the Secretary, who has the same rights as a director at meetings, including voting.

Regulation 46.1-46.246. Directors' Employment Contracts

A PLC must keep a copy of every director's employment contract available for inspection at its registered office for at least one year after termination or expiry.

Regulation 48.1-48.848. Manager

A company and a branch must each appoint a UAE-resident natural-person manager, who cannot be under 21 without registrar approval, have relevant convictions, insider trading guilt, or disqualification.

Regulation 49.1-49.1049. Secretary

A company must appoint at least one Secretary, who cannot be a PLC Director; the Registrar may order a non-compliant PLC to appoint one within 1-3 months.

Regulation 50.1-50.550. Register of Officers

A PLC must maintain a public register of Officers at its registered office, providing specific details for public inspection and to the Registrar.

Regulation 51.1-51.251. Change of Officers

Companies must file with the Registrar, within 30 days, notice of any change to directors, manager or secretary, and of any change in an officer's name or address.

Regulation 52.1-52.452. Disqualification of Officers

The Registrar may disqualify and remove a DIEZ company officer for suitability, dishonesty or other specified grounds; the company must appoint a replacement within 14 days.

Regulation 46.2-retRecord Retention — Directors' employment contracts (PLC), kept available for inspection at the regi

Companies must keep directors' employment contracts for PLCs available for inspection at the registered office for one year after termination or expiry.

Regulation 53.1-53.553. Calling a Meeting

Public companies must hold their first annual general meeting within 18 months of incorporation, and directors must call a meeting within 14 days of a valid shareholder requisition.

Regulation 54.1-54.254. Registrar's Power to Call Meeting in Default

The Registrar may, on application, call or direct the Manager to call a General Meeting where required meetings are defaulted, and a company must comply absent reasonable explanation.

Regulation 55.1-55.455. Notice of Meeting

General meetings need at least 14 days' written notice, or 21 days for an annual meeting, unless shortened by the required shareholder majority consent.

Regulation 56.1-56.356. General Provisions as to Meetings and Voting

Meetings require prescribed notice and a quorum of at least two Shareholders, with voting rights set by the Shareholder register 48 hours before the meeting.

Regulation 57.1-57.857. Written Resolution

Shareholder resolutions can be executed in writing, either by ordinary or special resolution, with a sole-Shareholder company deemed to have convened a meeting when a written decision is issued.

Regulation 60.1-60.560. Proxy

Shareholders may appoint a proxy by written notice given no earlier than 48 hours before the meeting; meeting notices must prominently state this proxy right.

Regulation 61.1-61.361. Duty to Prepare Director's Report

Directors of a PLC must prepare an annual report detailing key aspects of the business, risks, and performance, approved and signed by the Board.

Regulation 62.1-62.262. Requirements as to Website Publication

A PLC must publish its annual accounts and reports on a website identifying the company, keeping them available until the next financial year's accounts are published.

Regulation 63.1-63.563. Corporate Governance Statement

A PLC's Directors' report must include a corporate governance statement covering any adopted governance code with departures explained, internal financial control and risk systems, and board and committee composition.

Regulation 64.1-64.464. Minutes and Examination of Minute Books

Companies must keep signed minutes of shareholder, director and committee meetings for ten years, and provide shareholders copies of minute books within 7 days of a paid request.

Regulation 64.1-retRecord Retention — Minutes of meetings of Shareholders, Directors and committees

Companies must retain minutes of shareholder, director and committee meetings for ten years from the date of the relevant meeting.

Regulation 65.1-65.1465. Records, Accounts and Auditor Appointment

FZCOs and PLCs must keep records for at least six years, prepare and audit accounts, appoint auditors with prior written consent and independence, and PLCs must file auditor appointment and cessation notices with the Registrar within 30 days.

Regulation 66.1-66.366. Financial Years

A company's first financial year may run up to 18 months as set by directors, while subsequent financial years last 12 months, plus or minus seven days, as directors determine.

Regulation 67.1-67.767. Accounts

Directors must prepare true and fair annual accounts, approved and signed by a Director, with PLC and FZCO audit, filing and circulation requirements and deadlines to the Registrar.

Regulation 68.1-68.368. Provision of Copy of Accounts to a Shareholder

A shareholder may request, free of charge, a copy of the company's latest audited accounts and auditor's report, which the company must provide within 7 days.

Regulation 69.1-70.869-70. Auditor's Report and Duties of Auditor

The company's auditor must report to shareholders whether accounts give a true and fair view, and flag deficiencies in accounting records, information access, or directors' remuneration report inconsistencies.

Regulation 71.1-71.571. Resignation of an Auditor

Auditors may resign by depositing a written notice at the registered office; the Company notifies the Registrar within 14 days, and Directors must appoint a replacement within 30 days.

Regulation 72.1-72.372. Co-operation with Auditors

A company and its officers must not knowingly or recklessly give the auditor false or misleading information, omit required information, destroy or conceal documents, improperly influence the auditor, or withhold access the auditor is entitled to.

Regulation 73.1-73.273. Branches - Accounts Filing

A branch of a company must file copies of its accounts and auditor's report with the Registrar within 14 days of approval or receipt, and at least once every 12 months.

Regulation 65.1 / 65.2-retRecord Retention — Company Records (FZCO and PLC)

Company records of FZCOs and PLCs must be retained for six years from the date the record was created.

Regulation 75.1-76.9, 79.1-79.2, 79.4-79.675-76, 79. Offeror's Right to Buy Out Minority Shareholders (Squeeze-Out)

An offeror holding 90% or more of the target shares may serve squeeze-out notice on remaining shareholders within 120 days, becoming bound to acquire their shares, with dissenting shareholders able to apply to Court.

Regulation 77.1-78.4, 79.3, 79.5-79.677-79. Minority Shareholder's Right to be Bought Out (Sell-Out)

Where an offeror holds 90% or more of a public company's shares before the acceptance period ends, non-accepting holders may require the offeror to buy their shares on offer terms.

Regulation 83.1-83.883. Merger Agreement

Merging Companies must create a Merger Agreement detailing merged entity specifics, management, shareholder payments, securities terms, and necessary incorporation information.

Regulation 84.1-84.784. Resolutions and Certificates

Directors of merging companies must pass a solvency or reasonable-prospect-of-Court-permission resolution before the merger meeting notice, with director certificates and 12-month viability certificates for post-merger directors.

Regulation 85.1-85.485. Approval of the Merger Agreement

Each merging company must obtain shareholder approval of the merger agreement by special resolution, with class votes where applicable, and wait 28 days after approval before completing.

Regulation 86.1-86.786. Simplified Approval of a Group Merger

Holding company and inter-subsidiary group mergers may be approved by special resolution of each merging company alone, without a merger agreement, with prescribed capital and director provisions.

Regulation 88.1-88.688. Notice to Creditors

Merging companies must notify creditors with known claims above AED 20,000 within 28 days of merger approval and publish the notice in a Prescribed Publication.

Regulation 89.1-90.689-90. Creditor Protection - Court Permission and Objection

Without a solvency statement, a merger needs Court permission; with one, creditors may object within 28 days and apply to Court within a further 28 days.

Regulation 91.1-91.1391. Consent of Registrar for Mergers Involving Foreign Companies

Where a merging company is foreign, all merging companies must jointly apply to the Registrar for merger consent, supplying merger documents, creditor and director evidence, and proof that home-jurisdiction laws permit the merger.

Regulation 92.1-93.292-93. Effect of Completion of Merger and Contraventions

On merger completion, merging companies combine into one Merged Company that succeeds to all property, rights and liabilities; knowingly or recklessly false merger information is subject to a fine.

Regulation 94.1-94.894. Power to Compromise with Creditors and Shareholders

Court may order creditor/shareholder meetings on a compromise, sanctioning it if 75% by value or voting rights agree, binding once a certified order reaches the Registrar within 7 days.

Regulation 95.1-95.595. Information Relating to Compromise to be Circulated

The notice for a compromise or arrangement meeting must include a statement of its effect, director material interests, debenture-holder impact and other material matters, or state where it can be obtained free of charge.

Regulation 97.1-97.297. Voluntary Suspension of Licence

A company may request voluntary suspension of its licence for up to 12 months after special resolution approval, during which it must not trade until the Registrar reactivates the licence.

Regulation 98.1-99.598-99. Continuation of a Foreign Company in the Free Zone

A foreign company may apply to the Registrar to continue as a Free Zone Company, subject to home-jurisdiction laws; substantive operations are required within 60 days of approval.

Regulation 100.1-101.4100-101. Transfer of Company to Another Jurisdiction

Companies may apply to Registrar to transfer outside the Free Zone as foreign companies, needing a special resolution, solvency confirmation, and Free Zone cessation within 60 days of approval.

Regulation 102.1-102.6102. Conversion of an FZCO to a PLC

Qualifying FZCO may convert to a PLC by Special Resolution, submitting required shareholder, capital, MAA, licence, audited balance sheet and net-asset statements; conversion takes effect on revised certificate of incorporation.

Regulation 103.1-103.10103. Conversion of a PLC to an FZCO

A PLC may convert to an FZCO by special resolution; dissenting shareholders may challenge it in Court within 30 days, blocking Registrar re-registration meanwhile.

Regulation 104.1-104.7104. Conversion of a Branch to a Company

A branch may apply, via a parent company special resolution, to convert into an FZCO or PLC, supplying shareholder and UBO details, capital, director information, balance sheet and auditor reports; conversion back to a branch is prohibited.

Regulation 105.1-106106. Winding Up by the Registrar

Registrar may wind up a DIEZ company at its discretion for reasons like licence lapse, regulatory breaches, or court order, marking it under liquidation.

Regulation 107107. Voluntary Winding Up

A company may be voluntarily wound up upon expiry of its MAA-fixed duration, a specified dissolution event, or a special resolution, and must file a copy of the resolution with the Registrar on issue.

Regulation 108.1-108.7108. Appointment and Duties of Liquidator

Appoint one or more auditors as liquidators after dissolution, notifying the Registrar and fulfilling specific responsibilities.

Regulation 109.1-111109-111. Distribution of Assets and Completion of Liquidation

The liquidator must notify creditors and invite claims, publish liquidation commencement for objections within 45 days, distribute assets in priority order, deposit unclaimed creditor sums with the court, and file a final report with the Registrar.

Regulation 112.1-112.5112. De-registration of a Branch

A branch may be de-registered by the Registrar, voluntarily through a parent company special resolution, or by Court order, and must be marked as under de-registration in the Branches Register.

Regulation 113.1-115113-115. Inspectors - Appointment, Evidence and Expenses

DIEZA may appoint inspectors to investigate a company's or branch parent company's affairs and report to DIEZA; companies, branches and officers must produce records, attend, and assist, with DIEZA initially bearing expenses subject to repayment orders.

Regulation 116.1-116.2116. Directions Issued by the Registrar

Companies must comply with any direction issued by the Registrar, and Branch Parent Companies must follow directions regarding their Branch.

Regulation 117.1-117.5117. Orders in Event of Unfair Prejudice

On shareholder application, Courts may remedy unfair prejudice by regulating conduct, authorising derivative proceedings or ordering buy-outs; amendments go to the Registrar within 14 days.