DMCC Company Limited by Guarantee Regulationschapter by chapter

Article 6Registration Application Requirements

Applicants registering a Company Limited by Guarantee must file a signed application with the Registrar including name, business nature, member guarantee statement, officer details, proposed Articles, and the fee.

Article 8.5Amendment of Non-Compliant Articles

Companies must amend their Articles within twenty Business Days if notified by the Registrar that the Articles are inconsistent with the Regulations.

Article 10.2Adoption of New Articles

New articles adopted by special resolution must be consistent with the Regulations, deposited with the Registrar within fifteen Business Days, and supported by legal opinion or directors' declaration if non-standard.

Article 11Copies of Articles for Members

A Company must send a Member a copy of the Articles on written request, subject to a reasonable fee.

Article 12, 13.1, 13.4, 22.3Maintenance of Valid Registration and Licence

A company may conduct business in the DMCC Free Zone only with a valid Certificate of Registration and Licence, must maintain that licence at all times, and may only perform activities its licence permits.

Article 14Change of Name

A company changing its name by special resolution must file that resolution with the Registrar within seven business days.

Article 15Registrar-Directed Name Change

A company limited by guarantee must change its name within thirty Business Days when the DMCC Registrar directs it to do so on grounds such as misleading, undesirable, or intellectual property infringing names.

Article 16-17, 21Continuation Into and Transfer Out of the DMCC Free Zone

Non-DMCC entities continuing as companies must file a continuation application, while transferring companies need special resolution, registrar consent and a foreign continuation certificate.

Article 25Subsidiary Membership in Holding Company

A subsidiary holding shares or membership in its holding company, outside permitted cases, loses voting rights, cannot acquire further interests except via capitalisation issues, and must dispose of them within twelve months.

Article 26Maintenance of Statutory Registers

Companies must keep Members, Officer, Security and Minutes registers in legible reproducible form, and must retain possession of the Minutes Register with reasonable safeguards against loss or falsification.

Article 27-28Register of Members and Security Register Information

A company must give the Registrar transfer instruments and membership withdrawal details to maintain its register of members, and members must report security interest changes within five business days.

Article 30Inspection of Registers

Companies limited by guarantee must open their Register of Members, Officer Register and Security Register to Member inspection during business hours, allowing extracts.

Article 33-34Restrictions on Distributions

A company may distribute profits only if directors reasonably resolve it will still pay debts as they fall due, and only from accumulated realised profits net of realised losses.

Article 37.5, 37.7Removal of Disqualified/Non-Compliant Directors and Registrar Notification

Members must remove disqualified Directors within ten business days and notify the Registrar of director changes within fourteen days.

Article 38-39Director Duties and Prohibition on Financial Assistance

Directors must act honestly and in good faith, while companies are prohibited from providing financial assistance to Directors.

Article 41Secretary Appointment, Removal and Notification

Every company must appoint a Secretary by Directors' resolution, replace an ineligible Secretary within ten Business Days, notify the Registrar of changes within fourteen Business Days, and the Secretary handles Registrar filings.

Article 42Manager Appointment, Removal and Notification

Every company must appoint a manager by directors' resolution, replace an ineligible manager within ten business days, notify the registrar of manager changes within fourteen business days, and fill vacancies promptly.

Article 43.4Timely Filing and Notification by Officers

Company officers and the Secretary must ensure that any filing or notification to DMCCA or the Registrar is made within the statutory time limit.

Article 44Removal of DMCCA-Disqualified Officers

A director, secretary or manager disqualified by a DMCCA order must be removed within ten Business Days of the order, with managers also replaced.

Article 45Annual General Meetings

Companies must hold their first annual General Meeting within eighteen months of registration and subsequently once every twelve months, excluding Special Purpose Vehicles.

Article 46, 48Member-Requested Meetings and Notice Requirements

Directors or the secretary must call a members' requested meeting within sixty Business Days, with at least ten Business Days' written notice for any meeting.

Article 52Sole Member Written Decisions

Sole-Member Companies must document General Meeting decisions in writing within twenty Business Days if not taken in writing.

Article 56Minutes Register

Every company must keep a Minutes Register at its registered office recording all meetings and attendee names, open for member inspection during business hours free of charge.

Article 57Preparation and Approval of Annual Accounts

Directors of every Company must prepare IFRS-compliant accounts giving a true and fair view, get them approved, signed, audited, and laid before a General Meeting within six months of year-end.

Article 57.7Filing of Accounts and Auditor's Report

Companies must file a copy of their accounts and the auditor's report with the Registrar within five Business Days after the relevant General Meeting.

Article 58Maintenance and Retention of Accounting Records

Every company must keep accounting records showing its financial position at its registered office, available for inspection, and retain them five years, or fifteen years for real estate records.

Article 58-retRecord Retention — Accounting records and underlying documents (taxable persons)

Taxable persons must keep accounting records and underlying documents for five years from the end of the applicable tax period.

Article 58-ret-2Record Retention — Accounting records and underlying documents (non-taxable persons)

Non-taxable persons must keep accounting records and underlying documents for 5 years from the end of the calendar year to which they relate.

Article 58-ret-3Record Retention — Accounting records relating to real estate

Accounting records relating to real estate must be retained for 15 years from the end of the calendar year to which they relate.

Article 60Copies of Accounts to Members

Companies limited by guarantee must furnish any member, on written request and free of charge, a copy of the latest audited accounts and auditor's report within five Business Days.

Article 62Appointment of Approved Auditors

A company limited by guarantee must appoint a DMCCA-approved audit firm that has consented in writing, at a General Meeting, unless it is dormant and no 10% of members require an audit.

Article 65Auditor Resignation Notification

A resigning or departing auditor must deposit a statement at the company's registered office, and if it raises concerns the company must send a copy to every member within ten business days.

Article 66Cooperation with Auditors

Companies must not knowingly or recklessly mislead auditors, destroy or conceal documents, improperly influence auditors, or deny auditors required access to information and records.

Article 70, 73Cooperation with Inspectors and Registrar Directions

Persons under a DMCC inspection, including directors, must produce relevant records, attend before the inspector and assist; non-compliant companies must remedy failures within Registrar-directed timeframes.

Article 74-77Amalgamation Consent Applications

Companies amalgamating must apply to the DMCC Registrar for consent with the prescribed fee, resolutions, and, if continuing outside the Free Zone, solvency declarations and creditor-notice evidence.

Article 78Winding-Up, Insolvency and Strike-Off Cross-Application

A Company Limited by Guarantee must follow the DMCCA Company Regulations 2024 winding-up, insolvency and strike-off provisions, including solvency declarations, liquidator notices, and Registrar filing deadlines.

Article 82-83Fines, Penalties and Licence Suspension/Termination Consequences

Companies in contravention may face sanctions including fines, licence suspension or termination, and strike-off; fines must be paid within ten business days of due date to avoid suspension.

Article 84-85Consequences of Strike Off

Upon strike-off of a company limited by guarantee, its members must immediately begin winding-up proceedings after the DMCC Authority instructs the Registrar to strike off following the notice process.

Article 88.4Filing of Court Orders Altering Articles

Court orders altering a Company's Articles must be registered with the Registrar within fourteen Business Days or the extended period allowed by the Court.

Article 89Voluntary Suspension of Licence

A non-exempt company may, after Ordinary Resolution approval, ask the Registrar to suspend its licence for up to twelve months, and must not trade under that licence while suspended.

Article 93Disclosure Obligations to the Registrar

A company or its auditor must disclose to the Registrar any matter suggesting a regulatory contravention, subject to legal privilege, and must maintain systems and internal procedures enabling such compliance.

Article 96Prohibition on False or Misleading Information

Persons must not provide false, misleading or deceptive information to DMCCA or the Registrar, or conceal information likely to mislead.

Article 97Compliance with DMCCA/Registrar Orders and Directions

Any person must comply with every order, direction or requirement issued by the DMCC Authority or the Registrar under the Company Regulations or other applicable regulation, rule, policy or decision.