DIFC Companies Regulations, in force 12 November 2018chapter by chapter

Regulation 2.1.1-2.1.32.1 Application for incorporation

Incorporators applying for incorporation of a Company must submit an application setting out the prescribed particulars (proposed name, type, business nature, share capital/holdings, registered office, Incorporator/Director/Secretary details including UBO information) accompanied by proposed Articles of Association and, where an Incorporator is a body corporate, a certified copy of its current certificate of incorporation.

Regulation 2.1.42.1 Application for incorporation

Within 60 days of approval of its incorporation application, a Company must take substantive steps to establish its operations in the DIFC (subject to applicable physical-presence exemptions), failing which the application is cancelled.

Regulation 2.22.2 DFSA regulated entities

An applicant applying for a DFSA licence must, at or about the same time as submitting its DFSA application, supply the Registrar with the Incorporator, Director and Secretary details required under Regulation 2.1.1.

Regulation 2.3.1-2.3.32.3 Articles of Association

Incorporators must adopt Articles of Association complying with Article 11 of the Law (Standard Articles, Standard Articles with modifications, or bespoke Articles meeting the minimum content list), signed by or on behalf of each Incorporator, and where not based on the Standard Articles, submit a statement to the Registrar confirming the Articles comply with the Law and other applicable DIFC Laws.

Regulation 3.13.1 Allotment of shares

A Company must file with the Registrar a notice of allotment of Shares, using the prescribed form, for any subsequent allotment of shares after the initial allotment, within 30 days of the allotment.

Regulation 3.2(b)3.2 Transfer of shares

For Companies other than Public Companies listed on an Official List, a transfer of shares must comply with the Law and Articles of Association, and the Company must file a notice of transfer of shares with the Registrar within 30 days of the transfer, using the prescribed form.

Regulation 4.1.1-4.1.24.1 Register of Directors and Secretaries

Every Company must maintain a register of Directors and Secretary(ies) containing the prescribed particulars (full name, former names, date/place of birth, nationality, identification document details, address, appointment/cessation dates), and where the Secretary is a body corporate, its incorporation, office and officer particulars.

Regulation 4.2.1-4.2.24.2 Change of officeholders

A Company must file a notice of change of Director or Secretary with the Registrar within 30 days of an appointment, retirement, removal or cessation, and must file a notice of any change in name or address of a Director or Secretary, using the prescribed form.

Regulation 5.2.2-5.2.4; 5.3.2-5.3.3; 5.4.1-5.4.25.2-5.4 Mergers: pre-registration steps

Merging Companies must apply jointly to the Registrar in the prescribed form to complete a merger, only after the applicable statutory waiting/consent conditions are met, accompanied by the Merger Agreement, Articles of Association, Director resolutions and solvency/compliance certificates required under Part 8 of the Law; where the merged body is a Foreign Company, that entity must promptly inform the Registrar of completion of the merger with supporting documentation.

Regulation 6.2.1-6.2.46.2 Accounting standards

A Company (other than an Authorised Person, Public Listed Company or Recognised Person) must prepare its accounts and financial statements in accordance with IFRS, unless it obtains the Registrar's written consent to deviate or to use another group accounting standard (including for consolidated group accounts).

Regulation 6.36.3 Auditor conduct

An auditor must, when deciding whether to accept an audit appointment and in conducting an audit of a Company, comply with the requirements of the relevant standards published from time to time by the International Auditing and Assurance Standards Board.

Regulation 6.4.1-6.4.36.4 Appointment of auditor

A Company required to appoint an auditor must file a notice of appointment (with the appointing resolution and the auditor's letter of acceptance) within 30 days of appointment, and must file a notice of cessation of auditor (with the related Director resolution) within 30 days of resignation or removal, using the prescribed forms.

Regulation 7.1.1-7.1.37.1 Application for registration

A Foreign Company applying for registration as a Recognised Company must apply using the prescribed form setting out the required particulars (name, DIFC business address, Director/Officer/Approved Person details), accompanied by certified incorporation documents, constitution, recent accounts, and Approved Person appointment resolution, with certified English translations for any non-English documents.

Regulation 7.2; 7.5.1-7.5.27.2 Recognised Company names; 7.5 Notices to the Registrar

A Recognised Company must file a notice of change of name with the Registrar using the prescribed form, and must file notices of appointment/change of Approved Person(s) and of change of its DIFC place of business, using the prescribed form, whenever such changes occur.

Regulation 8.1.1-8.1.78.1 Transfer of incorporation to DIFC

A Foreign Company applying to transfer its incorporation to the DIFC must apply using the prescribed form with required particulars, accompanied by articles of continuation, certified incorporation/constitutional documents, evidence of permission and consents in the original jurisdiction, recent audited accounts, the prescribed fee, certified translations of non-English documents, a Director/Secretary/Officer solvency declaration, and (if an Authorised Person, DNFBP, or Fund) prior written DFSA

Regulation 8.2.38.2 Certificate of continuation

Where a Foreign Company is continued as a Company, it must file with the Registrar any certificate or document issued under the laws of the original jurisdiction evidencing that it has ceased to be incorporated there.

Regulation 8.3.1-8.3.48.3 Transfer of incorporation from the DIFC

A Company applying to transfer its incorporation out of the DIFC must apply using the prescribed form accompanied by a certified Special Resolution, evidence that the destination jurisdiction's laws meet Article 145(2) requirements, DFSA consent (if an Authorised Person or DNFBP), the prescribed fee, a Director solvency declaration, and must publish a legible notice of the proposed transfer 60 days prior to applying, in one or more Appointed Publications.

Regulation 9.19.1 Fees

Fees prescribed in Appendix 1 for incorporation, registration, transfer-of-incorporation, and other listed matters must be paid to the Registrar by the relevant person.

Regulation 10.5.2; 10.610.5 Automatic conversion to Public Company; 10.6 Amendments to Articles of Association

A body corporate automatically converted into a Public Company, or a former Limited Liability Company/Company Limited by Shares, must within 12 months of the Law's commencement, to the extent necessary, amend its Articles of Association to be consistent with the Law and (for converted Public Companies) increase its share capital to meet the Article 35(3) minimum, on pain of a fine under Article 35(1) of the Operating Law for non-compliance.