Company regulations of Masdar City Free Zone, issued under Abu Dhabi Law No. (6) of 2023 (which replaced Law No. (22) of 2007), covering formation, registration, share capital, directors' duties, meetings, accounts, takeovers, winding up of companies and branches and the Registrar's enforcement powers; effective on issuance. The free zone's website lists the current version as the 2026 edition.
The Masdar City Free Zone Company Registration Regulations (2025) are the company law of the free zone. Clause 2 records that they are issued by Masdar City Free Zone as the designated company registration and licensing authority under Abu Dhabi Law No. (6) of 2023, which replaced Law No. (22) of 2007, that they come into force on the date of issuance, and that the federal companies law does not apply except to fill gaps where the free zone allows. The website publishes the text as its 2026 edition.
Part 2 covers formation. One or more persons may apply to form a company with limited liability whose name ends in 'Limited' and whose business must be permitted under the licensing rules (Clause 5); foreign and other entities may register a branch, and the Registrar may refuse without reasons (Clause 6). Articles must be in English and follow MCFZ's standard form or an approved customised version (Clause 7). MCFZ may require an annual return listing holders of 5% or more, with penalties or licence suspension for late filing (Clause 16). Banking and insurance need the Registrar's approval and activity outside the zone needs a no-objection certificate (Clause 19).
Shares are fully paid on allotment, bearer shares are prohibited, registers of members and security interests must be kept with notices to the Registrar within seven calendar days, and certificates issued within two months (Clauses 23 to 33). Treasury shares are capped at 10% of issued capital, and a capital reduction needs a special resolution, a published notice 15 to 30 days before it takes effect, a solvency declaration by at least two directors and a filing within 30 days (Clauses 34 to 41). Every company keeps a registered office in Masdar City (Clause 43).
Management is vested in at least one natural-person director aged 18 or over (Clause 44), subject to duties of good faith, independent judgment, reasonable care and disclosure of interests (Clauses 46 to 55); loans to directors need 90% shareholder consent and a unanimous board (Clause 57); a company secretary is required (Clause 62). An annual general meeting must be held with no more than 18 months between meetings on 21 days' notice (Clauses 67 to 70). Accounting records are kept for ten years (Clause 79); accounts must be audited and laid before a general meeting within six months of the period end and filed with the Registrar within seven days after that meeting (Clause 81); only Registrar-authorised auditors may act (Clause 88). Distributions come only from accumulated realised profits (Clauses 89 to 92), and winding up is by summary procedure on a directors' solvency statement, by creditors, or through the courts (Clauses 100 to 132). Parts 14 to 18 on investigations, the Registrar, offences, the Entrepreneurship Programme and special purpose companies appear in the contents but were not readable in the published text. The Regulations are in force.
Companies with limited liability incorporated in Masdar City Free Zone, branches of foreign and other entities registered there, their shareholders, directors, secretaries, auditors and liquidators, and the Registrar and Review Committee of the free zone.
| Clause 2 | Legal basis and commencement: issued by Masdar City Free Zone as the designated company registration and licensing authority under Abu Dhabi Law No. (6) of 2023, in force on the date of issuance; the federal companies law applies only to fill gaps where the free zone allows. |
| Clause 5 | Any one or more persons may apply to form a company with limited liability; the name must end in 'Limited' and the business must be permitted under the licensing regulations. |
| Clause 7 | Articles must be in English and follow MCFZ's Standard Articles or an approved customised version; amendments need MCFZ's prior approval. |
| Clause 16 | MCFZ may require an annual return listing holders of 5% or more of the shares; late filing can lead to penalties or suspension of the licence. |
| Clause 19 | Banking and insurance activities need the Registrar's approval, and a no-objection certificate is required for activity outside the free zone. |
| Clause 26 to Clause 29 | Bearer shares are prohibited; a register of members and a register of security interests must be kept, with shareholder notices within five business days and company notices to the Registrar within seven calendar days. |
| Clause 41 | A capital reduction requires a special resolution, a notice published 15 to 30 days before the effective date, a solvency declaration by at least two directors and a filing within 30 days. |
| Clause 44 | Management and control of the company are vested in at least one natural person acting as director, who must be at least 18 years old. |
| Clause 57 | Loans and similar financial assistance to directors require the consent of shareholders holding 90% and a unanimous board resolution. |
| Clause 67 to Clause 70 | An annual general meeting must be held with no more than 18 months between meetings; members holding 10% may requisition a meeting; 21 days' notice is required. |
| Clause 81 | Accounts must follow principles approved by the Registrar, be approved and signed by the directors, be audited and laid before a general meeting within six months after the financial period ends, and be filed with the Registrar within seven days after that meeting. |
| Clause 102 | Summary winding up: the directors sign a statement of solvency, members resolve within 28 days of signing, and the resolution and statement are delivered to the Registrar within 21 days of the resolution; signing without reasonable grounds is an offence. |
The Regulations create offences for failure to keep accounting records, to prepare, audit and file accounts, to supply copies to members, to appoint auditors or to co-operate with them, for misleading auditors, for acting as auditor without authorisation and for signing a solvency statement without reasonable grounds (Clauses 79, 81, 82, 84, 87, 88 and 107). Late annual returns can bring penalties or suspension of the licence (Clause 16), a person barred from management by the Registrar is personally liable for debts incurred while barred (Clause 60), and a takeover offeror who fails to give proper notices faces a fine and a daily default fine (Clause 94). The fine amounts in Part 16 were not readable in the published text.
We are a registered agent in Masdar City Free Zone and form and administer companies there, so these Regulations govern the filings our corporate secretarial team makes. We use MCFZ's standard articles unless a client needs custom terms, because Clause 7 makes customised articles subject to prior approval and longer review. After incorporation we keep the registers of members and security interests, file register changes within the seven-day window, hold the annual general meeting inside the 18-month limit and run the Clause 81 timetable: audit and general meeting within six months of year end, filing with the Registrar within seven days after the meeting. For clients who want to serve customers outside the zone we obtain the no-objection certificate under Clause 19 first. On exit, the summary winding-up route in Clause 102 lets a solvent company close on a directors' solvency statement, and we prepare that statement and the resolution within the 28-day and 21-day deadlines.
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