DMCC Company Regulations

Current DMCC company regulations issued 10 October 2024 under Law No. (3) of 2020 and updated 2 January 2025, replacing the 2020 regulations: incorporation, share capital, officers, accounts and audit, transfers, striking off and winding up of DMCC companies and branches, with transitional provisions for companies formed under the previous regulations.

Summary

The DMCCA Company Regulations 2024 are the company law of the DMCC free zone. Issued by the DMCC Authority on 10 October 2024 under Law No. (3) of 2020 and updated on 2 January 2025, they repeal and replace the previous company regulations (Article 186.2) and come into force on the effective date notified by DMCCA (Article 186.1). Article 186.9 confirms that Federal Decree-Law No. 32 of 2021 on commercial companies does not apply to any DMCC company or branch. Companies had 24 months from commencement to bring their articles into line (Article 186.7).

Article 4 recognises two entity types, companies and branches. Article 5 gives a company separate legal personality, limits a shareholder's liability to any amount unpaid on its shares, and gives it UAE nationality without the privileges reserved to UAE nationals. Article 6 sets the registration application: the full name, the business, share capital in dirhams or an approved currency sufficient for the licensed activities, and the shareholders, directors, secretary and manager. Article 12 bars any business in or from the zone without a certificate of registration and a licence, and Article 15 requires a valid licence at all times, treats liabilities incurred before the first licence or during suspension as the shareholders' own, and allows strike-off if no licence is obtained within 24 weeks of registration. Articles 18 to 23 allow transfer of incorporation into and out of the zone.

Article 32 prohibits bearer shares. Article 41 requires a shareholder, officer, security and minutes register, maintained by the Registrar from what the company files. Article 51 requires one or more natural-person directors who are over 18, not convicted of dishonesty in ten years, not disqualified and not bankrupt; Article 53 imposes the Officer Rules duties; Article 56 requires a secretary (not for an SPV) and Article 57 a manager for every company and branch. Article 60 requires an annual general meeting within 18 months of registration and every 12 months after, SPVs excepted.

Article 73 requires IFRS accounts, audited by a DMCCA-approved auditor and laid before a general meeting within six months of year end, then filed with the Registrar within five business days; dormant companies are exempt. Article 74 requires accounting records to be kept for at least five years, or 15 years for real estate records. Article 97 obliges directors to report to the Registrar within ten business days where the company has no further business, liabilities exceed assets or staff are unpaid for three months, and Article 98 requires shareholders to be told within 21 days if losses reach 75% of share capital. Sections 14 to 21 cover winding-up. Articles 165 to 173 give DMCCA power to fine, suspend or terminate a licence and strike off, Article 174 allows a voluntary 12-month dormancy, and the schedule lists fines of AED 5,000 to AED 30,000 per violation.

Who it applies to

Every company and branch registered in the DMCC free zone, including special purpose vehicles, together with their shareholders, directors, secretaries, managers, auditors and liquidators; non-DMCC entities transferring into or out of the zone; and the Registrar and DMCCA as regulator. Exempt entities are relieved of the licence requirement but not the rest.

Contents

English official text in 184 provisions. Open the full text or jump to a provision:

1. 1 — Definitions used in these Regulations
2. 2 — Rules of interpretation used in these Regulations
3. 3 — Appointment of the Registrar
4. 4 — Types of entity recognised in the DMCC Free Zone
5. 5 — Status of a Company
6. 6 — Method of registration of a Company
7. 7 — Registration of a Company
8. 8 — Articles of a Company
9. 9 — Effect of Articles
10. 10 — Adoption of new Articles
11. 11 — Copies of Articles for Shareholders
12. 12 — Conduct of business operations in the DMCC Free Zone
13. 13 — Establishment of a Branch
14. 14 — Requirements of a Branch
15. 15 — Licensing of DMCC Entities
16. 16 — Change of name of a Company or Branch
17. 17 — Power of Registrar to require change of name
18. 18 — Transfer of incorporation
19. 19 — Certificate of Continuation
20. 20 — Effect of Certificate of Continuation
21. 21 — Copy of Certificate of Continuation
22. 22 — Rights and liabilities
23. 23 — Transfer of registration from DMCC Free Zone to another jurisdiction
24. 24 — Capacity of Company
25. 25 — Shareholders
26. 26 — Nature of shares
27. 27 — Types of shares
28. 28 — Alteration of Share Capital
29. 29 — Reduction of Share Capital
30. 30 — Liability of Shareholders on reduced shares
31. 31 — Non-cash consideration for shares
32. 32 — Bearer shares
33. 33 — Power of a Company to purchase its own shares
34. 34 — Power to issue redeemable shares
35. 35 — Variation of class rights
36. 36 — Treasury Shares
37. 37 — Treasury Shares: disposal and cancellation
38. 38 — Treasury Shares: proceeds of sale
39. 39 — Meaning of Holding Company and Subsidiary
40. 40 — Participation in a Holding Company
41. 41 — Form of Company and Branch records
42. 42 — Shareholder Register
43. 43 — Security Register
44. 44 — Officer Register
45. 45 — Inspection of Registers
46. 46 — Rectification of Registers
47. 47 — Transfer and registration
48. 48 — Dividends
49. 49 — Restrictions on distributions
50. 50 — Consequences of unlawful distribution
51. 51 — Directors
52. 52 — Elections, term and removal of Directors
53. 53 — Duties of Directors
54. 54 — Prohibition of financial assistance to Directors
55. 55 — Validity of acts of Director
56. 56 — Secretary
57. 57 — Manager
58. 58 — Assumptions in relation to Officers
59. 59 — Disqualification of Officers
60. 60 — Annual General Meetings
61. 61 — Request of meetings
62. 62 — Registrar's power to call meeting in default
63. 63 — Notice of meetings
64. 64 — Representation of corporate entity at meetings
65. 65 — General provisions as to meetings and votes
66. 66 — Written resolutions
67. 67 — Recording of decisions by sole Shareholder
68. 68 — Proxies
69. 69 — Demand for poll
70. 70 — Participation in meetings
71. 71 — Minutes
72. 72 — Application of this Section
73. 73 — Preparation of accounts
74. 74 — Maintenance of accounts
75. 75 — Financial year
76. 76 — Copies of accounts
77. 77 — Waiver and modification as to accounts
78. 78 — Appointment and removal of auditors
79. 79 — Auditors' report to the Company
80. 80 — Auditors' duties and powers
81. 81 — Resignation of an auditor
82. 82 — Cooperation with auditors
83. 83 — Obligation to disclose to the Registrar
84. 84 — Branches
85. 85 — Appointment of inspectors
86. 86 — Powers of inspectors
87. 87 — Production of records and evidence to inspectors
88. 88 — Inspector's reports
89. 89 — Expenses of investigating a Company or Branch's affairs
90. 90 — Directions to Company or Branch to comply with these Regulations
91. 91 — Amalgamation of Companies
92. 92 — Amalgamation of Companies and Non-DMCC Entities with continuation in the
93. 93 — Amalgamation of Companies and Non-DMCC Entities with continuation outside of
94. 94 — Registrar's refusal to grant consent
95. 95 — Modes of winding-up
96. 96 — Bankruptcy
97. 97 — Pre-insolvency reporting requirements
98. 98 — Losses of a Company
99. 99 — Application of this Section
100. 100 — Distinction between "solvent", "summary" and "insolvent" voluntary winding-up
101. 102 — Commencement of winding-up
102. 103 — Notice by liquidator of appointment
103. 104 — Effect on status of Company
104. 105 — Avoidance of share transfers after winding-up resolution
105. 106 — Court's power to control proceedings
106. 107 — Effect of Company's insolvency
107. 108 — Application of this Section
108. 109 — Declaration of solvency
109. 110 — Appointment of liquidator
110. 111 — Directors' powers
111. 112 — Vacancy in office of liquidator
112. 113 — Progress report to Shareholders at year's end
113. 114 — Final meeting prior to Company being Dissolved
114. 115 — Conversion from solvent to insolvent winding-up
115. 116 — Application of this Section
116. 117 — Declaration of solvency
117. 118 — Appointment of liquidator
118. 119 — Directors' powers
119. 120 — Vacancy in office of liquidator
120. 121 — Conversion to solvent voluntary winding-up
121. 122 — Conversion from summary to insolvent winding-up
122. 123 — Application of this Section
123. 124 — Initial meetings of the Company and Creditors
124. 125 — Appointment of liquidator
125. 126 — Directors' powers
126. 127 — Vacancy in office of liquidator
127. 128 — Appointment of Liquidation Committee
128. 129 — Functions of Liquidation Committee
129. 130 — Eligibility to be a member of Liquidation Committee
130. 131 — Meetings of the Liquidation Committee
131. 132 — Obligations of the liquidator to Liquidation Committee
132. 133 — Voting rights and resolutions of Liquidation Committee
133. 134 — Termination of Liquidation Committee membership
134. 135 — Vacancy on Liquidation Committee
135. 136 — Progress report to Shareholders and Creditors at year's end
136. 137 — Meeting of the Company and Creditors at each year's end
137. 138 — Final meeting prior to the Company being Dissolved
138. 140 — Petition for winding-up by the Registrar
139. 141 — Powers of Court on hearing of petition
140. 142 — Commencement of winding-up
141. 143 — Notice of winding-up order
142. 144 — Progress report to Shareholders and Creditors at year's end
143. 145 — Final meeting prior to the Company being Dissolved
144. 146 — Notification that Company is in liquidation
145. 147 — Qualification of liquidator
146. 148 — Powers of liquidator
147. 149 — Settling list of contributories, debts and calls
148. 150 — Remuneration of liquidator
149. 151 — Resignation or removal from office of liquidator
150. 152 — Notification by liquidator of resignation or removal from office
151. 153 — Duty to cooperate with liquidator
152. 154 — General provisions on voting
153. 155 — Proofs of debt in liquidation
154. 156 — Admission and rejection of proofs of debt for dividend
155. 157 — Withdrawal or variation of proof of debt
156. 158 — Intention to declare and distribute dividend
157. 159 — Contents of notice
158. 160 — General priority of expenses
159. 161 — Distribution of Company's property
160. 162 — Reference of questions to Court
161. 163 — Dissolution
162. 164 — Property and records of Dissolved Company
163. 165 — Sanctions
164. 166 — Administrative imposition of fines or penalties
165. 167 — Power of DMCCA to suspend Licence
166. 168 — Power of DMCCA to terminate Licence
167. 169 — Power of DMCCA to Strike Off
168. 170 — Implications of Strike Off
169. 171 — General contraventions provision
170. 172 — Involvement in contraventions
171. 173 — Unfair prejudice
172. 174 — Voluntary suspension of Licence
173. 175 — Additional rules in respect of dormant Companies
174. 176 — Removal of a Company from the Register of DMCC Entities
175. 177 — Waivers and modifications of Regulations
176. 178 — Obligations to disclose to the Registrar
177. 179 — Disclosures to DMCCA or the Registrar
178. 180 — Irregularities
179. 181 — False or misleading information
180. 182 — Compliance with an order or direction of DMCCA or the Registrar
181. 183 — Language
182. 184 — Title
183. 185 — Legislative authority
184. 186 — Application of these Regulations

Key provisions

Obligations and deadlines

• Hold a certificate of registration and a valid DMCC licence before trading, and obtain the first licence within 24 weeks of registration (Articles 12 and 15).
• Appoint and keep a manager and, for companies other than SPVs, a secretary, and keep directors who meet the Article 51 criteria (Articles 51, 56 and 57).
• Hold the first annual general meeting within 18 months and then every 12 months (Article 60).
• Prepare audited IFRS accounts, approve them within six months of year end and file them with the Registrar within five business days (Article 73).
• Keep accounting records for at least five years, or 15 years for real estate records (Article 74).
• File share transfers and security interests with the Registrar so it can maintain the shareholder and security registers (Articles 42 and 43).
• Report to the Registrar within ten business days of insolvency indicators and tell shareholders within 21 days if losses reach 75% of share capital (Articles 97 and 98).
• Amend inconsistent articles within 24 months of the regulations coming into force (Article 186.7).

Penalties

Article 166 lets DMCCA impose fines up to the amounts it specifies; the schedule sets AED 5,000 for misuse of premises, incorrect website activity information or any other non-compliance, AED 10,000 for sharing or subleasing an office without approval, obstructing inspectors or employing staff without DMCC authorisation, AED 20,000 for activities outside the licence, operating without a valid licence or removing a closure sticker, and AED 30,000 for wilfully submitting false or forged information. Article 167 allows licence suspension, including of related companies, for ceasing business for three months, non-compliance or unpaid fines ten business days overdue; Article 168 allows termination for, among others, unlicensed activity, false information, 45 business days of unpaid wages or amounts owed to DMCC 30 business days overdue; Article 169 allows strike-off, after which anyone purporting to bind the company is personally liable (Article 170).

History and citations

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