§Article 3 — Administrative Penalty
1. Without prejudice to any more severe penalty or procedure stipulated by the Law by Decree, the Ministry, the SCA or Competent Authority - each in accordance with their competence - may impose any of the following administrative penalty on whoever commits any of the acts that are in violation of the provisions of the Law by Decree contained in the Table attached to this resolution in accordance with the following grading:
a. In the case of first time violation, a written notice shall be given to the Violator and shall be given a grace period of no more than (30) thirty days to be calculated from the date of sending the notice to correct the violation;
b. In the case of second time violation, an administrative fine shall be imposed in accordance with the Table attached to this resolution;
c. In the case of third time violation, the administrative fine shall be doubled in accordance with the Table attached to this resolution.
d. In the case of fourth time violation, the administrative fine shall be tripled in accordance with the Table attached to this resolution, and a temporary
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administrative closure for a period not exceed (6) six months, renewable for one time only; and
e. The license and approval issued to the Violator or those responsible for the Violator shall be cancelled and the Violator shall bear the costs and costs of removing and correcting the damages resulting from the violation in case it is not removed or corrected.
2. Subject to Clause (1) of this Article, the Ministry, the SCA or the Competent Authority - each in accordance with their competence - may impose the most severe administrative penalty. They may not follow the grading referred to in Clause (1) of this Article In the case of grave violation. They shall assess the appropriate administrative penalty in accordance with and the type of the violation;
3. The value of the administrative fines mentioned in the Table attached to this Resolution shall be collected in accordance with the mechanism determined by the Ministry of Finance after coordination with the Minister, the SCA Chairman, or the Chairman of the Competent Authority;
4. The Ministry, the SCA, or the Competent Authority, each in accordance with their competence, may double the administrative fines for acts that violate the provisions of the Law by Decree set out in the Table attached to this resolution in the case of recidivism or repetition of the violation; and
5. For the purposes of collecting the value of the administrative fine mentioned in the Table attached to this resolution, the part of the day shall be deemed a full day and the part of the month shall be deemed a full month.
§Article 7 — Resolution Publication and Enforcement
This Resolution shall be published in the Official Gazette and shall come into force on the day following the date of its publication.
Mohammed bin Rashed Al-Maktoum Prime Minister
Issued by us:
Date: Muharram 18, 1444 H Corresponding to: August 16, 2022
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Table attached to Cabinet Resolution No. (78) of 2022 Issuing the List of Administrative Penalties for the Acts Committed in Violation of the Provision of Federal Law No. (32) of 2021 Concerning Commercial Companies
Partnership and Limited Liability Private Joint Stock Public Sharehold- Legal Limited Partnership Company Company ing Company No. Violation Reference Administrative Pen- Administrative Administrative Administrative alty Penalty Penalty Penalty 1 Failure to com- Article (12) A company that fails A company that fails A company that fails A company that fails ply with the to comply with the to comply with the to comply with the to comply with the Resolution to Resolution to change Resolution to change Resolution to change Resolution to change change the the Company name the Company name the Company name the Company name trade name shall be punishable shall be punishable shall be punishable shall be punishable by a fine of (AED 500) by a fine of (AED by a fine of (AED by a fine of (AED five hundred dirhams 500) five hundred 1,000) one thousand 1,000) one thousand every month. Calcu- dirhams every dirhams every dirhams every lation of this fine month. Calculation month. The calcula- month. The calcula- shall commence after of this fine shall com- tion of this fine shall tion of this fine shall the expiry of a period mence after the ex- commence after the commence after the of (30) thirty working piry of a period of expiry of a period of expiry of a period of days from the date of (30) thirty working (30) thirty working (30) thirty working notification of the days from the date of days from the date of days from the date of Resolution, and not notification of the notification of the notification of the exceed (AED 5,000) Resolution, and not Resolution, and not Resolution, and not five thousand dir- exceed (AED 5,000) exceed (AED 10,000) exceed (AED 10,000) hams every year. five thousand dir- ten thousand dir- ten thousand dir-
hams every year. hams every year. hams every year. 2 The data and Article (44), A company that fails A company that re- A company that re- A company that re- documents of Article (100), to comply with keep- fuses to share with fuses to share the fuses to share the the Partnership and Article ing the following data the Shareholder the Shareholder the Shareholder the and the refusal (140) and documents shall minutes of the Gen- minutes of the Gen- minutes of the Gen- to inform the be punishable by a eral Assembly meet- eral Assembly meet- eral Assembly meet- Shareholders fine of (AED 1,000) ings, the Company ings, the Company ings, the Company one thousand dir- books and docu- books and docu- books and docu- hams: ments, or any papers ments, or any docu- ments, or any papers
1. A record that in- or documents re- ments or documents or documents re- cludes the lated to a deal that related to a deal that lated to a deal that names and ad- the Company con- the Company con- the Company con- dresses of the cluded with one of cluded with a related cluded with one of Shareholders; the related parties, party or the Com- the related parties, or and shall be punishable pany failure to pro- the Company failure
2. A copy of the by a fine of (AED vide a copy of the to provide a copy of Company Arti- 5,000) five thousand Memorandum of As- the Memorandum of cles of dirhams. sociation and Association and
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Association and Articles of Associa- Articles of Associa- any amend- tion on its website tion on the website, ments thereto; shall be punishable shall be punishable
3. A statement of by a fine of (AED by a fine of (AED the amounts, 10.000) ten thou- 20,0000) twenty the nature and sand dirhams. thousand dirhams. value of any as- sets contributed by each Share- holder, and the dates of those contributions;
and
4. Any other data, documents or records im- posed under the provisions of the Law by De- cree and the Resolutions in implementation thereof.
3 Violation of the Article (173) -- The Director, BOD The Company BOD The Company BOD Annual General Chairman, or his Chairman or his Rep- Chairman or his Rep- Assembly invi- Representative in the resentative who fails resentative who fails tation to con- Company who fails to invite the Com- to invite the Com- vene to invite the Com- pany annual General pany annual General
pany annual General Assembly to con- Assembly to con- Assembly to con- vene within the pe- vene within the pe- vene within the pe- riod specified by the riod specified by the riod specified by the Law by Decree, or Law by Decree, or Law by Decree, or who does the invita- who does the invita- who does so before tion before obtaining tion before obtaining obtaining the ap- the approval of the the approval of the proval of the Compe- Ministry shall be SCA shall be punish- tent Authority shall punishable by a fine able by a fine of (AED be punishable by a of (AED 30,000) 50,000) fifty thou- fine of (AED 5,000) thirty thousand dir- sand dirhams. five thousand dir- hams.
hams.
4 Failure of The Article (309) -- The Director, BOD The Company BOD Two hundred thou- General Assem- Chairman, or his Chairman or his Rep- sand dirhams, the bly to convene Representative in the resentative if its Company BOD in the event of Company if its losses losses amount to half Chairman, or his losses amount to half of its of its capital and the Representative if its
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capital and he fails to BOD Chairman fails losses amount to half invite the General to invite the General of its capital and the Assembly to con- Assembly to con- BOD Chairman fails vene in accordance vene in accordance to invite the General with the provisions with the provisions Assembly to con- of the Law by Decree of the Law by Decree vene in accordance shall be punishable shall be punishable with the provisions by (AED 50,000) fifty by (AED 100,000) of the Law by Decree Thousand Dirhams. one hundred thou- shall be punishable
sand Dirhams. by (AED 200,000)
two hundred thou- sand Dirhams. 5 Failure of the Article (178) -- The Company Direc- The BOD Chairman The Company BOD General Assem- tor or the BOD Chair- the Company or its Chairman or his Rep- bly to convene man Or his Repre- Representative who resentative who fails at the request of sentative who fails to fails to invite the to invite the General the SCA or the invite the convening General Assembly Assembly meeting Ministry or the of the General As- meeting after receiv- after receiving a re- Competent Au- sembly after receiv- ing a request to that quest to that effect thority ing a request to that effect from the Min- from the SCA shall be effect from the Com- istry shall be punish- punishable by a fine petent Authority able by a fine of (AED of (AED 100,000) shall be punishable 50,000) fifty thou- one hundred thou- of fine of ten thou- sand dirhams. sand dirhams. sand (AED 10,000) dirhams.
6 Failure to invite Article (104) -- The Director or BOD The Company BOD The Company BOD a member of the Concerning Chairman or his Rep- Chairman or his Rep- Chairman or his Rep- BOD or Direc- Referral of resentative in the resentative who fails resentative who fails tors to BOD Joint Stock Company who fails to invite a member of to invite a member of meetings Companies to invite a member of the BOD-to-BOD the BOD-to-BOD
and Article the BOD to meetings meetings shall be meetings shall be
(156) of the BOD shall be punishable by a fine punishable by a fine
punishable by a fine of (AED 8,000) eight of (AED 10.0000) ten of (AED 3,000) three thousand dirhams. thousand dirhams. thousand dirhams.
7 Refusal to assist Article (343) The Director of the The Director, BOD The Company Chair- The Chairman or the Auditor or Company or his Rep- Chairman, or his man, Member of the member of the Com- the Inspectors resentative, the em- Representative, Company BOD, the pany BOD, the CEO, ployee of the Com- company employee, CEO, Director Gen- the Director General, pany, or the Auditor or Auditor who re- eral, employee, or the employee of the who refuses to sub- fuses to submit doc- Auditor who refuses Company, or the Au-
mit documents or in- uments or infor- to provide docu- ditor who refuses to formation to the In- mation to the Inspec- ments or infor- provide documents spectors of the Com- tors of the Compe- mation to the Inspec- or information to the petent Authority to tent Authority to tors from the Inspectors from the
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carry out their tasks, carry out their tasks, Ministry to carry out SCA to carry out their or who conceals in- or who conceals in- their tasks, or who duties, or who con- formation or expla- formation or expla- conceals infor- ceals information or nations from them, or nations from them, mation or explana- explanations from provides them with or provides them tions that provides them, or who pro- misleading infor- with misleading in- them with mislead- vides them with mis- mation shall be pun- formation shall be ing information shall leading information ishable by fine of punishable by fine of be punishable by shall be punishable (AED 5,000) five (AED 5,000) five fine of (AED 10,000) by fine of (AED thousand dirhams. thousand dirhams. ten thousand dir- 10,000) ten thou-
hams. sand dirhams. 8 Failure to keep Article (26) A company that fails A company that fails A company that fails A company that fails Accounting Rec- to keep the Company to comply with keep- to keep the Com- to keep the Com- ords Accounting Records ing the Company Ac- pany Accounting pany Accounting to clarify its transac- counting Records to Records to clarify its Records to clarify its tions shall be punish- clarify its transac- transactions shall be transactions shall be able by a fine of (AED tions shall be punish- punishable by a fine punishable by a fine 10.000) ten thou- able by a fine of (AED of (AED 20,000) of (AED 30.000) sand dirhams. 15,000) fifteen thou- twenty thousand dir- thirty thousand dir- sand dirhams. hams. hams. 9 Failure to keep Article (36) A company that fails A company that fails A company that fails A company that fails Accounting Rec- to keep Accounting to keep Accounting to keep Accounting to keep Accounting ords for the pe- Records for the pe- Records for the pe- Records for the pe- Records for the pe- riod specified in riod specified in the riod specified in the riod specified in the riod specified in the accordance with Law by Decree shall Law by Decree shall Law by Decree shall Law by Decree shall the Law by De- be punishable by a be punishable by a be punishable by a be punishable by a cree fine of (AED 5,000) fine of (AED 8,000) fine of (AED 10.000) fine of (AED 15,000) five thousand dir- eight thousand dir- ten thousand dir- fifteen thousand dir- hams. hams. hams. hams. 10 The Islamic Law Article (11) The Islamic Law Advi- The Islamic Law Ad- The Islamic Law Ad- The Islamic Law Ad- Advisor and sor and each member visor and each mem- visor and each mem- visor and each mem- members of the of the Islamic Law In- ber of the Islamic ber of the Islamic ber of the Islamic Islamic Law In- ternal Control Com- Law Internal Control Law Internal Control Law Internal Control ternal Supervi- mittee of companies Committee of com- Committee of com- Committee of com- sion Committee operating in accord- panies that operate panies operating in panies operating in failure to com- ance with the provi- in accordance with accordance with the accordance with the ply sions of Islamic Law the provisions of Is- provisions of Islamic provisions of Islamic who do not comply lamic Law and who Law who do not Law who do not with the controls for do not comply with comply with the con- comply with the con- practicing their work the controls of prac- trols for practicing trols of practicing that are issued by a ticing their work that their work that are is- their work that are is- resolution of the Cab- are issued by a reso- sued by a resolution sued by a resolution inet shall be punisha- lution of the Cabinet of the Cabinet shall of the Cabinet shall ble by a fine of (AED shall be punishable be punishable by a be punishable by a 5,000) five thousand by a fine of (AED fine of (AED 10,000) fine of (AED 15,000) dirhams.
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7,000) seven thou- ten thousand dir- fifteen thousand dir- sand dirhams. hams. hams. 11 Violation of the Article (10) A company that vio- A company that vio- A company that vio- A company that vio- contribution lates the prescribed lates the prescribed lates the prescribed lates the prescribed percentage of provisions concern- provisions concern- provisions concern- provisions concern- the UAE Citizens ing the percentage of ing the percentage of ing the percentage of ing the percentage of in accordance UAE Citizens’ contri- the contribution of the State UAE Citi- the State UAE Citi- with the activi- bution to the capital UAE Citizens to the zens’ contribution to zens’ contribution to ties with strate- of companies shall be capital of companies the capital of compa- the capital of compa- gic impact punishable by a fine or the percentage of nies or the percent- nies or the percent- of (AED 50,000) fifty UAE Citizens in their age of UAE Citizens age of UAE Citizens thousand dirhams. BOD shall be punish- in their BOD shall be in their BOD shall be able by a fine of (AED punishable by a fine punishable by a fine 100,000) one hun- of (AED 150,000) of (AED 200,000) dred thousand dir- one hundred and two hundred thou- hams. fifty thousand dir- sand dirhams.
hams.
12 Disposal of Article (211) Whoever disposes of Whoever disposes of Whoever disposes Whoever disposes of shares in viola- the shares on con- the shares contrary shares contrary to the shares contrary tion of the pro- trary to the rules pre- to the rules pre- the rules prescribed to the rules pre- visions of the scribed in the Law by scribed in the Law by in the Law by Decree scribed in the Law by Law by Decree Decree shall be pun- Decree shall be pun- A fine of (AED Decree A fine of ishable by a fine of ishable by a fine of 50,000) fifty thou- (70,000) seventy
(AED 10,000) ten (AED 20,000) twenty sand dirhams. thousand dirhams. thousand dirhams. thousand dirhams.
13 Delayed legal Article (359) A company that fails A company that fails A company that fails A company that fails regularisation to amend its Memo- to amend its Memo- to amend its Memo- to amend its Memo-
randum of Associa- randum of Associa- randum of Associa- randum of Associa- tion to conform to the tion to conform to tion to conform to tion to conform to provisions of the Law the provisions of the the provisions of the the provisions of the by Decree shall be Law by Decree shall Law by Decree shall Law by Decree shall punishable by a fine be punishable by a be punishable by a be punishable by a of (AED 500) five fine of (AED 1,000) fine of (AED 1,500) fine of (AED 2,000) hundred dirhams one thousand dir- one thousand five one thousand five every month. The cal- hams every month. hundred AED every hundred AED every culation of this fine The calculation of month. Exceeds year. shall commence after this fine shall com- (AED 15,000) fifteen the expiry of a period mence after the ex- thousand dirhams of one year from the piry of a period of every year. date of enforcement one year from the of the provisions of date of enforcement the Law by Decree, of the provisions of and not exceed (AED the Law by Decree, 5,000) Five thousand and not to exceed dirhams every year. (AED 10,000) Ten
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thousand dirhams every year.
14 Failure to regis- Article (336) A Foreign Company, office or branch in the State shall be punishable by a fine of (AED 100,000) ter and license and Article one hundred thousand dirhams if it fails to register with the registrar and obtain a licence from the Foreign (338) the Competent Authority. In addition, if it fails to submit a copy of the balance sheet and final Company accounts with the Auditor Report and a copy of the final accounts of its holding company, if any, to the Competent Authority and the Ministry every year.
15 A Representa- Article (339) A Foreign Company Representative Office in the State shall be punishable by a fine of (AED tive Office prac- 50,000) fifty thousand dirhams if it carries out a commercial activity within the State. tice of a com- mercial activity 16 Violation of the -- Whoever violates Whoever violates Whoever violates Whoever violates provisions of any of the provisions any of the provisions any of the provisions any of the provisions the Law by De- of the Law by Decree of the Law by Decree of the Law by Decree of the Law by Decree cree and the for other acts and vi- for other acts and vi- for other acts and vi- for other acts and vi- Resolutions in olations not previ- olations not previ- olations not previ- olations not previ- implementation ously specified in this ously specified in this ously specified in this ously specified in this thereof Table committed in Table committed in Table committed in Table committed in
violation of the pro- violation of the pro- violation of the pro- violation of the pro- visions of Federal visions of Federal visions of Federal visions of Federal Law by (32) of 2021 Law by (32) of 2021 Law by (32) of 2021 Law by (32) of 2021 Decree on concern- Decree on concern- Decree on concern- Decree on concern- ing commercial com- ing commercial com- ing commercial com- ing commercial com- panies or the provi- panies or the provi- panies or the provi- panies or the provi- sions of the laws, reg- sions of the laws, reg- sions of the laws, reg- sions of the laws, reg- ulations or resolu- ulations or resolu- ulations or resolu- ulations or resolu- tions issued in imple- tions issued in imple- tions issued in imple- tions issued in imple- mentation thereof mentation thereof mentation thereof mentation thereof shall be punishable shall be punishable shall be punishable shall be punishable fine of (AED 10.000) fine of (AED 10.000) fine of (AED 15.000) fine of (AED 20.000) ten thousand dir- ten thousand dir- fifteen thousand dir- twenty thousand dir- hams. hams. hams. hams.
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