Sets the schedule of administrative penalties for breaches of the Commercial Companies Law and its implementing decisions, escalating from written warning to fines, temporary closure and licence suspension or revocation, applied by the Ministry of Economy, the SCA or the local licensing authority, with a 30-day grievance right; it repeals Cabinet Resolution No. 78 of 2022.
Cabinet Resolution No. 102 of 2022 is the current fine schedule for breaches of the Commercial Companies Law (Federal Decree-Law No. 32 of 2021) and the decisions issued under it. Adopted on 4 November 2022, it takes effect on publication in the Official Gazette (Article 8) and, by Article 7, repeals the first schedule, Cabinet Resolution No. 78 of 2022, which had lasted under three months.
Article 2 applies it to onshore commercial companies, foreign companies and their branches and representative offices, and investment funds. Free-zone companies, professional and civil companies and companies exempted from the Decree-Law are outside it. Three bodies apply the penalties within their own remits: the Ministry of Economy, the Securities and Commodities Authority (SCA) for the companies it supervises, and the local competent authority that issued the licence.
Article 3 sets the escalation the Ministry and local authorities follow. A first violation draws a written warning and up to 30 days to correct it; the second draws the fine in the Schedule; the third doubles it; the fourth triples it and may add temporary administrative closure of up to six months, renewable once. Serious violations may skip the gradation, and licence revocation is available. Article 4 gives the SCA a similar ladder, allows a warning in place of a fine for formal procedural breaches, charges AED 1,000 for each day a fine is paid late up to the amount of the fine itself, and lets the SCA fine a violator at or above the gain made or loss avoided.
Article 5 governs grievances: the penalty must be notified within 15 days, the grievance filed within 30 days of notification with supporting documents and decided within 30 days; silence counts as rejection and the decision is final. Article 6 reserves changes to the amounts to the Cabinet.
The Schedule grades most fines by legal form. Failing to keep accounting records costs AED 10,000 for a partnership, AED 15,000 for an LLC, AED 20,000 for a private joint-stock company and AED 100,000 for a public one. Failing to call the annual general assembly within the legal period costs AED 5,000, AED 30,000 and AED 200,000 for an LLC, private and public joint-stock company respectively; failing to convene it when losses reach half the capital costs AED 50,000, AED 100,000 and AED 200,000. A board member who does not report a conflict of interest is fined AED 50,000 (private) or AED 200,000 (public). Not amending the memorandum to match the law runs at AED 500 to AED 2,000 a month depending on form, capped at AED 5,000 to AED 20,000 a year. An unregistered foreign company is fined AED 100,000; a representative office that trades, AED 50,000; public offers without SCA approval, AED 500,000 to AED 10,000,000; audit firms, AED 200,000; and a residual AED 10,000 item covers violations not otherwise listed. Status: in force.
Onshore commercial companies of every form under the Commercial Companies Law, foreign companies and their UAE branches and representative offices, investment funds, and their managers, board members and auditors; enforced by the Ministry of Economy, the SCA and the local licensing authorities. Free-zone companies, professional and civil companies and companies exempted from the Decree-Law are outside it.
| Article 2 | Scope: onshore commercial companies, foreign companies and their branches and representative offices, and investment funds; free-zone, professional and civil companies and exempted companies are excluded. |
| Article 3 | Ministry and local-authority ladder: written warning with up to 30 days to correct, then the scheduled fine, then double, then triple with possible administrative closure of up to six months renewable once; serious violations may skip the steps and licence revocation is possible. |
| Article 4 | SCA penalties follow a similar pattern; a warning may replace a fine for formal procedural breaches; late payment costs AED 1,000 a day capped at the fine; the SCA may fine at or above the gain made or loss avoided. |
| Article 5 | Penalty decisions are notified within 15 days; a grievance with supporting documents must be filed within 30 days of notification and is decided within 30 days; no answer means rejection and the decision is final. |
| Article 6 | Only the Cabinet may add to, reduce or otherwise change the fine amounts in the Schedule. |
| Article 7 | Repeals Cabinet Resolution No. 78 of 2022 and any provision that conflicts with this Resolution. |
| Article 8 | The Resolution is published in the Official Gazette and takes effect on publication. |
| Schedule | Fines graded by legal form, from AED 1,000 for a partnership not keeping partner names and addresses to AED 10,000,000 for unapproved public offers, with sections for foreign companies (AED 100,000 for failing to register) and representative offices (AED 50,000 for trading) and a residual AED 10,000 item. |
Warning first, then the scheduled fine, doubled on a third and tripled on a fourth violation with possible closure of up to six months, renewable once; licence revocation for serious cases. Scheduled amounts include AED 10,000 to AED 100,000 for not keeping accounting records, AED 5,000 to AED 200,000 for not calling the annual general assembly, AED 50,000 to AED 200,000 for undisclosed board conflicts, AED 100,000 for an unregistered foreign company, AED 50,000 for a representative office that trades, AED 500,000 to AED 10,000,000 for public offers without SCA approval and AED 10,000 for violations not otherwise listed.
This schedule is the price list we quote when a mainland client asks what happens if the annual general assembly slips, the auditor is not appointed or the memorandum is never brought into line with the 2021 law. Because the first violation only draws a warning with up to 30 days to correct, a letter from the Department of Economy is a deadline to be met rather than a fine to be paid, and we treat it that way: we correct the breach inside the window and keep the evidence so that a later incident is not counted as a repeat that doubles or triples the amount. For foreign groups the AED 100,000 fine for an unregistered foreign company and the AED 50,000 fine for a representative office that trades are the two we raise before any branch or office starts work. Where a fine has already been imposed, we prepare the grievance within the 30-day limit, since silence after that is a rejection.
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