Company regulations made under Law No. (16) of 2021 for free zone companies (FZCO, PLC) and branches in the Dubai Integrated Economic Zones (Dubai Silicon Oasis and Dubai Airport Free Zone): incorporation, licensing, share capital, directors, meetings, audit, mergers, winding up and the Registrar's registers and powers; issued 27 January 2023 and in force on issuance.
The Dubai Integrated Economic Zones Authority Implementing Regulations 2023 are the company law for free zone companies and branches in the zones run by DIEZA, which include Dubai Silicon Oasis, the zone in which IFZA-licensed companies are located, and Dubai Airport Free Zone. Regulation 2 records that they are issued by DIEZA under Dubai Law No. (16) of 2021; Regulation 4 repeals and replaces the Dubai Airport Free Zone Implementing Regulations 2021 and the Dubai Silicon Oasis Implementing Regulations; and Regulation 5 brings them into force on the date of issuance. Regulation 3 excludes Federal Decree-Law No. 32 of 2021 for companies and branches in the Free Zone and makes the Markets Laws prevail for public limited companies.
Regulation 8 recognises two company forms, the free zone limited liability company (FZCO) and the public limited company (PLC), treats existing FZEs as FZCOs, and allows a foreign company to register a Branch, which has no separate legal personality (Regulation 17). Every entity must hold a valid licence at all times, and a lapse can lead to winding up or de-registration (Regulation 20). Incorporation needs an application, supporting documents and a premises lease (Regulation 18); memorandum amendments are notified to the Registrar within 14 days (Regulation 21). Regulation 22 requires an annual ultimate beneficial owner declaration and notice of changes within 14 days.
Minimum share capital is AED 1 for an FZCO and AED 250,000 issued capital for a PLC, at least 25% paid up (Regulation 23). Bearer and fractional shares are barred and an FZCO may not hold treasury shares (Regulation 24). Capital changes follow special resolutions filed within 30 days (Regulations 25 to 29). Distributions may be made only from realised profits with solvency certification (Regulation 37).
An FZCO needs at least one natural-person director and a PLC two (Regulation 39), with codified duties of good faith, reasonable care, independent judgment and disclosure of interests (Regulations 41 to 43). Loans to a director need shareholders holding 90% and all directors (Regulation 44). Every company and branch must have a UAE-resident natural-person Manager (Regulation 48) and every company a Secretary (Regulation 49); officer changes are notified within 30 days (Regulation 51). Meetings need 14 days' notice, or 21 for an annual meeting (Regulation 55); written resolutions pass by simple majority for ordinary and 75% for special resolutions (Regulation 57); minutes are kept for ten years (Regulation 64). Records are kept for six years and an FZCO appoints its auditor within six months after the financial year ends (Regulation 65). Parts 8 to 15 cover takeovers, mergers, compromises, dormancy, transfer of incorporation, conversion, winding up and inspection; their text, and any fine schedule, could not be read in the published copy. The Regulations are in force.
Free zone limited liability companies, public limited companies and branches of foreign companies registered in the Dubai Integrated Economic Zones (Dubai Silicon Oasis, including the IFZA area, and Dubai Airport Free Zone), their shareholders, directors, managers, secretaries and auditors, and the DIEZA Registrar.
| Regulation 2 | Legislative authority: the Regulations are issued by the Dubai Integrated Economic Zones Authority under Dubai Law No. (16) of 2021. |
| Regulation 3 | Application of laws: the Regulations apply within the Free Zone, Federal Law No. 32 of 2021 on commercial companies is excluded for companies and branches, and the Markets Laws prevail for public limited companies. |
| Regulation 4 | Repeals and replaces the Dubai Airport Free Zone Implementing Regulations 2021 and the Dubai Silicon Oasis Implementing Regulations. |
| Regulation 8 | Entities recognised are the FZCO and the PLC; existing FZEs are treated as FZCOs; foreign companies may register a Branch; every entity needs a valid licence and a unique number. |
| Regulation 20 | A company or branch must hold a valid licence at all times; a lapse may lead to winding up or de-registration, and the Registrar may vary licence conditions. |
| Regulation 22 | Ultimate beneficial owners: an annual declaration in the prescribed form, notice of changes within 14 days, with listed PLCs exempt. |
| Regulation 23 | Minimum share capital is AED 1 for an FZCO and AED 250,000 issued capital for a PLC, of which at least 25% must be paid up. |
| Regulation 24 | Shares carry fixed nominal values; bearer shares and fractional shares are prohibited and an FZCO may not hold treasury shares. |
| Regulation 37 | Dividends and other distributions may be made only from realised profits with solvency certification; a contravention is subject to a fine and the shareholder must return the distribution (Regulation 38). |
| Regulation 39 | Management is vested in the directors; an FZCO needs at least one natural-person director and a PLC at least two, subject to the listed disqualification grounds. |
| Regulation 48 | Every company and branch must have a Manager who is a natural person resident in the UAE and meets the eligibility rules. |
| Regulation 65 | Records are kept for at least six years; an FZCO appoints its auditor within six months after the financial year ends and a PLC at each annual meeting; auditors must consent in writing and be independent. |
The readable text refers to fines without stating amounts: a distribution made in breach of Regulation 37 is subject to a fine, non-compliance with a Registrar order calling a meeting attracts a fine (Regulation 54), and the Registrar may disqualify and remove officers (Regulation 52), revoke licences and wind up or de-register an entity whose licence lapses (Regulations 9 and 20). The winding-up, inspection and remedies provisions in Parts 14 and 15 and any fine schedule were not readable in the published copy.
IFZA publishes no companies regulations of its own, so this is the company-law layer behind every IFZA FZCO we form, and it also governs Dubai Silicon Oasis and Dubai Airport Free Zone entities we service. In practice three provisions drive our work: the AED 1 minimum capital in Regulation 23, which removes capital as a formation constraint; the UAE-resident Manager in Regulation 48, which means a client with no resident founder needs a resident manager appointed and licensed before the company can be registered; and the annual beneficial owner declaration in Regulation 22, which we file alongside the federal register under Cabinet Decision No. (109) of 2023. Our corporate secretarial team files officer changes within the 30-day window, memorandum amendments within 14 days and the auditor appointment within six months of year end, and keeps minutes and records for the ten-year and six-year periods the Regulations require.
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