Federal Decree-Law No. (32) of 2021 on Commercial Companieschapter by chapter

Article 12-13Company Name, Address and Documents

Companies must use a compliant trade name with legal form, maintain a registered UAE address, and display name, legal form, registration number and address on contracts and communications.

Article 15, 21MOA Registration

A memorandum of association and any amendment take effect only upon registration in the commercial register with the competent authority, and the company gains legal personality on registration.

Article 26Accounting Records and Retention

Every company must keep accounting records showing its financial position at its headquarters for at least five years after the fiscal year ends, with electronic copies permitted under ministerial guidelines.

Article 27Annual Accounts and Audit

LLCs and joint stock companies must appoint auditors; all companies must prepare annual accounts under international standards and give shareholders free audited copies within 10 days of request.

Article 27(4)Shareholder Copy Request

The company must respond to shareholder requests for the latest audited accounts and auditor reports within 10 days.

Article 28Fiscal Year

The company's articles set its fiscal year; the first fiscal year must run 6 to 18 months from commercial register registration, and later fiscal years last 12 months.

Article 44General Partnership Records

A general partnership must keep at its headquarters a register of partners and their addresses, a copy of the memorandum of association and amendments, and a statement of contributions.

Article 74LLC Partners Register and Annual Filing

The LLC must keep a partners register recording names, nationality, date of birth, residence and stake transactions, with managers accountable, and file details with the Registrar each January.

Article 75LLC Partner Count Limit

Where LLC partners exceed the legal limit, managers must notify the competent authority within 30 days; the company must adjust status within three months or is deemed terminated.

Article 79-80LLC Equity Stake Assignment

A partner may assign or pledge a stake under a formally attested instrument; assigning to a non-partner requires notice to other partners, who hold pre-emption rights.

Article 87LLC Manager Annual Reporting

LLC managers must prepare annual financial statements, including balance sheet and profit and loss account, plus an annual activities report with dividend recommendations for the General Assembly.

Article 88-89LLC Supervisory Board

An LLC with more than 15 partners must appoint a supervisory board of at least three partners for a three-year term, empowered to inspect books and monitor the balance sheet and annual report.

Article 92-94, 100LLC Annual General Assembly

LLC general assemblies must meet at least annually within four months of fiscal year end, or when partners holding 10% of capital request, with 21 days' notice.

Article 102LLC Auditor Appointment

LLCs must appoint auditors annually at the General Assembly, following provisions applicable to public joint stock companies.

Article 103LLC Statutory Reserve

LLCs must allocate 5% of annual net profits to a statutory reserve, and may stop allocations once the reserve reaches 50% of capital.

Article 124-137PJSC Incorporation Timelines

During PJSC incorporation, founders must meet strict business-day deadlines for share subscription, allotment, incorporation certificate application, registrar notification and listing after commercial register entry.

Article 141Share Register and Records

Each joint stock company must keep a shareholder register per SCA and CMA guidelines, open for regulator inspection.

Article 142First-Year Asset Purchases

Before first-year accounts are approved, the board must notify the SCA or CMA of any asset or company purchase exceeding 20% of capital, and the regulator may require a valuation.

Article 145Board Vacancies

A vacant director position must be filled within 30 days, with General Assembly approval required if vacancies exceed one quarter of the board.

Article 150-153Director Conflicts and Related Party Loans

Directors with a conflicting interest must disclose it to the board and abstain from voting, related parties may not misuse inside information, and public joint stock companies may not lend to directors or their relatives up to the second degree.

Article 156-158Board Meetings and Attendance

The board must meet at least four times yearly, and a director who misses three consecutive or five intermittent meetings is subject to removal under the Commercial Companies Law.

Article 26-retRecord Retention — Accounting records

Accounting records must be retained for 5 years from the end of the fiscal year.

CCL Art 101Amend MOA, capital changes

An LLC's memorandum of association can only be amended or capital altered with at least 75% partner approval.

CCL Art 276(1)Conversion from public to private joint stock

A public joint stock company can convert to a private company with 90% shareholder approval, after 5 audited fiscal years, and cannot revert for another 5 years.

CCL Art 279Conversion: announce resolution

A company must announce its conversion resolution in two newspapers within 5 days and notify stakeholders to allow them to oppose the conversion.

CCL Art 280(1)Conversion: partner withdrawal right

Partners opposing a company's conversion can withdraw and redeem their stake within 15 days at market or book value.

CCL Art 280(2)-(5)Conversion: creditor and holder objections

Creditors may oppose a company's conversion within 30 days; failure to do so equals acceptance unless resolved by the company.

CCL Art 283Conversion: effect on liabilities and partners

Upon conversion, partners receive equity reflecting prior holdings; companies retain legal personality and obligations, and general partners remain liable unless creditors agree otherwise.

CCL Art 289Merger: dissenting partner redemption

Partners opposing a merger, except in joint stock companies, can request redemption of shares within 15 days at agreed or appraised value.

CCL Art 302Grounds for dissolution

A company automatically dissolves upon term expiry, object fulfilment, major asset depletion, merger, partner agreement, or court order.

CCL Art 306One Person Company dissolution

A One Person Company dissolves upon the founder's death unless heirs continue it, with bad faith liquidation leading to personal liability.

CCL Art 308LLC losses

When losses reach 50% of an LLC's capital, managers must propose dissolution to partners; 75% losses allow minority partners to initiate.

CCL Art 309Joint stock company losses

If a joint stock company's losses reach half of its capital, the board must call a general assembly to recommend continuation or dissolution within 30 days.

CCL Art 337(3)-(4)Close foreign company branch or office

The Ministry may set conditions for closing a foreign company branch, which must be struck off the register upon closure.

CCL Arts 40, 53-55General partner liability

General partners are jointly liable for all debts; a withdrawing partner remains liable until officially recorded, while joining partners are liable for existing obligations.

CCL Arts 56, 70Transfer of partnership interests

Equity stakes in a general partnership transfer requires all partners' consent and proper registration with licensing authorities.

CCL Arts 79-81Transfer of LLC shares

LLC shares can be assigned or pledged with formal documentation; partners have a right to redeem shares before a sale to non-partners.

CCL Arts 275, 276(2)Conversion: principle and eligibility

A company may convert to a different legal form with a resolution, audit history, and shareholder consent while retaining its legal personality.

CCL Arts 277-278, 281Conversion to public joint stock company

Converting to a public joint stock company requires paid-up shares, fiscal history, resolutions, and compliance with regulatory conditions including shareholder costs.

CCL Arts 282, 284Conversion: file with authorities

A company must submit a conversion resolution to the authorities with asset details, and the conversion takes effect upon issuance of the new business licence.

CCL Arts 285-287Merger: resolution and agreement

Companies can merge during liquidation with a special resolution and a merger agreement, allowing opposing shareholders to object in court within 30 business days.

CCL Arts 290-291Merger: creditor notice

Companies must notify creditors within 10 days of merger approval, allowing 30 days to oppose; failure to oppose means acceptance of the merger.

CCL Arts 292-293Merger: approval and effect

Upon Ministry or SCA approval of a merger, the Registrar updates records, terminating the merged company and transferring all rights and obligations to the new entity.

CCL Arts 294-298Division of a joint stock company

A joint stock company can split into new companies with detailed plans approved by the board and special resolution, including creditor agreements.

CCL Arts 303-305Partnership dissolution events

Partnerships dissolve upon specified events unless the memorandum allows continuation; partners may agree to continue within 60 days if registered.

CCL Arts 310-311Regulator deregistration and suspension

Regulators can suspend or deregister companies found breaching laws after giving 3 months' notice; directors remain liable for the company's obligations.

CCL Arts 312-313Notify dissolution and register it

The entity managing the company must notify the licensing authority of dissolution and register it with specified liquidation methods and liquidator details.

CCL Arts 315-319Appoint liquidator

Managers remain in office as liquidators until a liquidator is appointed, who cannot be the current auditor, and this must be recorded in the commercial register.

CCL Arts 320-322Liquidator: inventory and records

Following appointment, liquidators must inventory assets, prepare financial statements, preserve assets, and manage unpaid shares fairly during liquidation.

CCL Arts 322-323, 327Liquidator: powers and limits

The liquidator may represent a company in court, pay debts, and sell assets, but needs partner permission for full asset sales and is liable for unauthorized new businesses.

CCL Arts 324-326Liquidator: creditor notice

Liquidators must notify creditors by registered letter and local publications about liquidation, allowing 30 days for claims before settling debts.

CCL Arts 328-329Liquidation period and reports

The liquidator must complete their mandate within specified periods and provide quarterly financial reports to partners.

CCL Arts 330, 333-334Final account and deregistration

Liquidation concludes when the final account is approved, after which the company's removal is recorded; liabilities against parties involved expire after 3 years.

CCL Art 334-retRecord Retention — Liquidation records (for liability time bar)

Liquidation records must be retained for 3 years after completion, as noted in the commercial register.