DMCC Company Regulations 2024chapter by chapter

Company Regs Art 23Transfer of registration out of the DMCC Free Zone

A company can transfer its registration out of DMCC only with a special resolution and must ensure its rights and obligations are preserved in the new jurisdiction.

Company Regs Art 47Share transfers

Share transfers must be documented and delivered to the Registrar and the Company, taking effect only upon registration.

Company Regs Art 113Liquidator annual progress report

The liquidator must prepare and send an annual progress report to shareholders and the Registrar within three months of each appointment anniversary if winding-up exceeds 12 months.

Company Regs Art 163-164Dissolution

The liquidator must notify creditors about the application for dissolution; if assets cover costs, the company is dissolved upon Registrar's confirmation.

Company Regs Arts 18-22Continuation into the DMCC Free Zone

A non-DMCC entity may continue as a DMCC company with 75% approval, required documents, fees, and a no-objection letter, but must not be in insolvency.

Company Regs Arts 91-93Amalgamation

Companies may amalgamate with Registrar's consent, allowing continued operation under one licence, and must provide home-law authorisations for external continuation.

Company Regs Arts 100-105Voluntary winding-up: resolution and effect

A company may initiate voluntary winding-up by unanimous resolution, ceasing trading aside from winding up operations.

Company Regs Arts 109-110Solvent winding-up: declaration and filing

Directors must sign a solvency declaration before a resolution on winding-up and submit it along with other documents to the Registrar within 15 days.

Company Regs Arts 114, 138, 145Final meeting and summary

After winding up, the liquidator must call a meeting to present a summary, notify participants 15 Business Days in advance, and submit documentation to the Registrar.

Company Regs Arts 117-118Summary winding-up

For companies with no assets or liabilities, directors must submit a summary-winding-up declaration within 20 Business Days, ensuring swift closure.

Company Regs Arts 169-170Registrar strike-off

After a Termination Notice, DMCCA can strike off a company if no satisfactory reasons are provided within 20 Business Days, maintaining officer and shareholder liability.

Company Regs Art 164.4-retRecord Retention — Records of a wound-up company

Wound-up companies need to retain records for up to 10 years from the date of dissolution, as specified by the Registrar.

Article 6Registration Application Requirements

A company registration applicant must file a signed application with the Registrar covering name, business nature, paid-up share capital, initial shareholder, director, secretary and manager details, articles, and the fee.

Article 8.5Amendment of Non-Compliant Articles

Companies notified by the Registrar that their Articles conflict with the Regulations must amend them within twenty Business Days, in the manner the Registrar directs.

Article 10.2Adoption of New Articles

Companies adopting new Articles by Special Resolution must deposit them with the Registrar within fifteen Business Days and ensure they comply with the Regulations.

Article 11Copies of Articles for Shareholders

A Company must send a copy of its Articles to any Shareholder who requests it in writing, though it may charge a reasonable fee.

Article 12, 15.1, 15.4, 24.3Maintenance of Valid Registration and Licence

Companies and branches may operate in the DMCC Free Zone only with a valid registration and licence, maintained at all times, and only for permitted activities.

Article 13Establishment of a Branch

An entity establishing a Branch must file a signed application with the Registrar, including constitutional documents, director and Manager/Secretary details, and proposed Branch name; voluntary Removal requires further confirmations.

Article 14Ongoing Branch Requirements

DMCC branches must maintain a Free Zone place of business and an authorised service agent, file governance details with the Registrar, and annually file parent company returns and accounts.

Article 16Change of Name

A company changing its name by special resolution must file the resolution with the DMCC Registrar within seven Business Days, and a branch must notify the Registrar of a parent name change within fourteen Business Days.

Article 17Registrar-Directed Name Change

Companies must comply with Registrar-directed name changes within thirty Business Days if instructed for compliance reasons.

Article 18-19, 23Continuation Into and Transfer Out of the DMCC Free Zone

Non-DMCC Entities must file a Continuation Application to transfer into DMCC, while Companies leaving DMCC need special resolution and Registrar consent for their exit.

Article 29Reduction of Share Capital

A company reducing share capital must publish a registrar-approved notice 15-30 business days beforehand, obtain a director's solvency certificate on the effective date, and file both with the Registrar within thirty business days.

Article 31Non-Cash Consideration for Shares

Directors allotting shares for non-cash consideration must determine its reasonable cash value, confirm fairness to the company and shareholders, and detail the valuation basis in the resolution.

Article 32Prohibition on Bearer Shares

Under the DMCC Company Regulations, a Company is prohibited from issuing bearer shares, establishing a prohibition on bearer share issuance for all companies.

Article 33-34Purchase and Redemption of Own Shares

A Company buying back its own shares must obtain Special Resolution approval, use only prescribed funding sources, and cannot leave no Shareholder remaining.

Article 34.5, 37.3Notice of Share Cancellation

Companies must notify the Registrar within twenty Business Days of cancelling shares following redemption or treasury share cancellation.

Article 40Subsidiary Shareholding in Holding Company

Except in permitted cases, a subsidiary holding shares in its holding company has no voting rights, cannot acquire more shares, and must dispose of them within twelve months.

Article 41Maintenance of Statutory Registers

Companies must keep Shareholder, Officer, Security and Minutes Registers in legible reproducible form, branches must keep an Officer Register, and companies must safeguard the Minutes Register against loss or falsification.

Article 42-43Shareholder and Security Register Information / Security Interest Reporting

Companies must provide the Registrar with share transfer documents and record security register details within five Business Days; shareholders must report security interests over shares within five Business Days.

Article 45Inspection of Registers

Companies must allow Shareholders to inspect the Shareholder, Officer and Security Registers during business hours, and shareholders may receive extracts from those registers.

Article 48-49Restrictions on Dividends and Distributions

A company may pay a dividend or make a distribution only if directors reasonably resolve it can still pay debts as they fall due, and only from accumulated realised profits net of losses.

Article 52.5, 52.7Removal of Disqualified/Non-Compliant Directors and Registrar Notification

Shareholders must remove a director who becomes ineligible within ten business days, and any change in a company's directors must be notified to the Registrar within fourteen business days.

Article 53-54Director Duties and Prohibition on Financial Assistance

Directors must act honestly, in good faith, lawfully and in the company's best interests, and a company must not give financial assistance to a director.

Article 56Secretary Appointment, Removal and Notification

Every company, other than an SPV, must appoint a Secretary by Directors' resolution, and Directors must replace a Secretary who becomes ineligible within ten Business Days.

Article 57Manager Appointment, Removal and Notification

Companies must appoint a Manager by resolution, remove ineligible Managers within ten business days, and notify the Registrar of changes within specified timeframes.

Article 58.4Timely Filing and Notification by Officers

Company officers or branch secretaries or managers must ensure that any filing or notification required of the company or branch to DMCCA or the Registrar is made within the statutory time limit.

Article 59Removal of DMCCA-Disqualified Officers

Shareholders must remove a disqualified Director, and directors or Branch Parent directors must remove a disqualified Secretary or Manager, within ten Business Days of the DMCCA order.

Article 60Annual General Meetings

A Company must hold its first annual General Meeting within eighteen months of registration, then at least once every twelve months, unless the Articles set a shorter period.

Article 61Shareholder-Requested Meetings

Directors or the Secretary must call a meeting requested by 10%+ shareholders within sixty Business Days; if not called within ten, requesting shareholders may call it.

Article 63Notice of Meetings

Companies must give at least ten business days' written notice for meetings, stating details like time, place, and resolutions.

Article 67Sole Shareholder Written Decisions

Where a sole shareholder's decision of a company is not taken in writing, the shareholder must give the company a written record of that decision within twenty business days.

Article 71Minutes Register

Every company must keep a minutes register at its registered office recording all meeting minutes and attendee names, open to shareholders for free inspection during business hours.

Article 73Preparation and Approval of Annual Accounts

Directors must ensure IFRS-compliant annual accounts giving a true and fair view are approved, signed, audited, and laid before shareholders within six months of year-end.

Article 73.7Filing of Accounts and Auditor's Report

Each company must file its accounts and auditor's report with the Registrar within five business days of the General Meeting, and provide any additional information requested, unless exempt under the relevant article.

Article 74Maintenance and Retention of Accounting Records

Every Company must keep accounting records at its registered office, open to Officer and auditor inspection, for at least 5 years, or 15 years for real estate-related records.

Article 74-retRecord Retention — Accounting records and underlying documents (taxable persons)

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

Article 74-ret-2Record Retention — Accounting records and underlying documents (non-taxable persons)

DMCC companies must retain accounting records and underlying documents for non-taxable persons for five years, counted from the end of the calendar year to which they relate.

Article 74-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 76Copies of Accounts to Shareholders

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

Article 78Appointment of Approved Auditors

Companies must appoint, at a General Meeting, a DMCCA-registered approved auditor that has consented in writing to examine and report on accounts, with dormant companies exempt unless 10% shareholders require an audit.

Article 81Auditor Resignation Notification

A resigning or departing company auditor must deposit a statement of resignation at the registered office, and if it raises concerns, the company must send copies to shareholders within ten business days.

Article 82Cooperation with Auditors

Companies, their officers and representatives must not knowingly or recklessly mislead auditors, conceal or destroy documents, coerce or influence auditors, or deny auditors required access or information.

Article 84Branch Filing of Parent Accounts

Each DMCC Branch must file a copy of its Branch Parent's accounts and auditor's report with the Registrar within five Business Days of the approving or receiving shareholder meeting.

Article 87Cooperation with Inspectors

Persons subject to a DMCCA inspection, including Directors, must produce records, attend before the inspector on reasonable notice, and give reasonable assistance; Directors must produce bank account records linked to suspected misconduct.

Article 90Compliance with Registrar Directions

Where a company, branch, officer or representative fails to comply with regulations or registrar filing requirements, the Registrar may issue a remedial direction within a set period, which must be obeyed.

Article 91-94Amalgamation Consent Applications

Requires two or more companies amalgamating in or out of the DMCC Free Zone to apply to the Registrar for consent, with prescribed fee, resolutions, and solvency and creditor-notice evidence where continuing outside the zone.

Article 97-98Pre-Insolvency Reporting and Loss Notification

Directors must file a status report with the Registrar within ten business days of insolvency-indicating events, and notify shareholders within twenty-one days if losses reach 75% of share capital.

Article 165-168Fines, Penalties and Licence Suspension/Termination Consequences

A DMCC company or branch in contravention may face sanctions including fines, licence suspension or termination, or strike-off; fines must be paid within ten business days of the due date, and on a Termination Notice operations must cease immediately.

Article 169-170Consequences of Strike Off

After strike-off notices, the DMCC Authority may instruct the registrar to strike off a company or branch, and shareholders must immediately begin winding-up.

Article 173.4Filing of Court Orders Altering Articles

A Company must deliver a Court order altering its Articles under unfair-prejudice provisions to the DMCC Registrar within fourteen Business Days, unless the Court allows a longer period.

Article 174Voluntary Suspension of Licence

A company other than an exempt entity may, after an ordinary resolution, ask the registrar to suspend its licence for up to twelve months, and must not trade under that licence while suspended.

Article 178Disclosure Obligations to the Registrar

Companies, branches and auditors must disclose to the Registrar any likely regulatory contravention by the entity or its officers, subject to legal privilege, and maintain internal reporting systems.

Article 181Prohibition on False or Misleading Information

A person must not give DMCCA or the Registrar false, misleading or deceptive information, nor conceal information where concealment is likely to mislead or deceive.

Article 182Compliance with DMCCA/Registrar Orders and Directions

Every person must comply with orders, directions and requirements issued by DMCCA or the Registrar under the DMCC regulations or other applicable rules and policies.

Article 186.7Transitional Amendment of Articles

Each company must amend its articles of association to remove inconsistencies with the Regulations within twenty-four months of their effective date, or another period agreed with the Registrar.

Article 103, 109-110, 117-118Declaration of Solvency and Liquidator Appointment Notice (Solvent/Summary Winding-Up)

Directors must sign a solvency declaration within 20 Business Days before a solvent winding-up resolution, and the liquidator's appointment must reach the Registrar within 15 Business Days.

Article 107, 124-125Insolvent Winding-Up: Initial Meetings and Liquidator Appointment

Companies facing insolvency must hold General and Creditors' meetings, send creditor notices 8 Business Days ahead, and file the liquidator appointment with the Registrar within five Business Days.

Article 113, 136, 144Annual Progress Reports During Winding-Up

During a company winding-up lasting over twelve months, the liquidator must prepare an annual progress report within three months of each appointment anniversary and send it to shareholders, creditors and the Registrar.

Article 114, 138, 145, 163Final Meeting and Dissolution Summary

Before dissolving a company, a liquidator must hold a final meeting with 15 days' notice, submit summary minutes within 5 days, and notify creditors 20 days prior.

Article 143Court-Ordered (Involuntary) Winding-Up Notice

After a court orders a company wound up, the liquidator must send the order to the Registrar within five Business Days and publish notice of it.

Article 146, 152-153General Winding-Up Provisions: Notification, Liquidator Changes and Cooperation

During a company winding-up, documents must state it is in liquidation, resigning or removed liquidators must notify the Registrar within ten Business Days, and officers and employees must cooperate with the liquidator.

Article 158-159Creditor Dividend Notices

A liquidator declaring a dividend must notify known creditors, inviting proof of debts by a deadline at least 15 business days away and stating distribution within two months.

Article 164Retention of Records of Dissolved Company

The Registrar may direct retention of a wound-up Company's records for up to ten years after Dissolution; custodians bear no responsibility for records unproduced after that.

Article 164-retRecord Retention — Records of a Dissolved Company (where directed by the Registrar)

Dissolved companies must retain their records for up to 10 years from the dissolution date, where the Registrar directs such retention.