Registrar and Private JSC Governance Rules

Regulates the work of the Ministry of Economy's Registrar and its electronic filing platform and lays down the rules for private joint stock companies: incorporation, share registers and disposals, board nomination and meetings, general assemblies, dividends, capital increases, mergers, acquisitions, treasury shares and governance standards on board composition, committees and internal control.

Summary

Ministerial Decision No. 137 of 2024 is the Ministry of Economy's rulebook for private joint stock companies and for the Registrar that supervises them under the Commercial Companies Law, Federal Decree-Law No. 32 of 2021. Issued on 30 July 2024, it came into force on publication in Official Gazette No. 781 (Article 75) and abrogated Ministerial Decision No. 539 of 2017 on the controls of private joint stock companies and Ministerial Decision No. 585 of 2018 on their governance (Article 74). It is in force.

Chapter 2 sets up the Registrar's electronic platform for incorporation, registration, renewal, amendment and deletion, with decisions due within five working days (Article 2). A company that keeps electronic copies of its originals must retain them for at least ten years (Article 3).

Chapter 3 governs the company's life. The memorandum and articles follow the Ministry's template (Article 4). Incorporation runs from the competent authority's initial approval through the Registrar, which comments within 10 working days and treats a file not completed within 15 working days as withdrawn (Article 6); registration lasts one calendar year (Article 8) and is renewed annually with the annual general assembly minutes, the audited balance sheet and an updated shareholder list (Article 9). The shareholders' register (Article 12) is lodged with a shares record secretary licensed by the Securities and Commodities Authority (Article 13). Shares may not be transferred to outsiders until the accounts have been published for at least one fiscal year after commercial registration, and a transfer binds the company only from registration with the secretary (Article 14).

Articles 15 to 22 govern the board: candidates must be natural persons of good standing (Article 16), meetings may be held by audio or video technology if the articles allow (Article 19), decisions by circulation need urgency and written majority approval (Article 20), and board remuneration is capped at 10% of net profit with no attendance allowances (Article 22). The general assembly meets within four months of year-end on 21 days' notice with the Registrar's prior approval (Article 23), may meet electronically (Article 24), votes secretly and cumulatively (Article 26) and dividends must be paid within 30 days of the approving decision (Article 32). Articles 33 to 60 cover capital increases, strategic partners, employee incentive schemes, bonds and sukuk, mergers, acquisitions and treasury shares.

Chapter 4 imposes governance rules, excluding Central Bank-supervised finance companies, foreign branches and free zone companies (Article 62): at least one-third independent directors, a majority of non-executives and at least one woman on the board (Article 63), nominations and remuneration and audit committees chaired by independents (Articles 66 to 69), an internal control department with an annual review (Article 70) and a governance report filed with the Registrar before each annual general assembly (Article 71). Breaches attract the penalties in Cabinet Decision No. 102 of 2022 (Article 72).

Who it applies to

Private joint stock companies established in the UAE, their founders, boards, managers, shareholders, shares record secretaries and auditors, and the Ministry of Economy's Registrar. The governance chapter does not apply to Central Bank-supervised finance, investment, exchange and monetary brokerage companies, foreign branches and representative offices, or companies operating under free zone regulations.

Contents

English official text in 75 articles. Open the full text or jump to a provision:

1. Article 1 — Definitions
2. Article 2 — Regulation of Registrar’s Work
3. Article 3 — Company's Retention of Documents
4. Article 4 — Memorandum of Association and Articles of Association Template
5. Article 5 — Founders Committee
6. Article 6 — Incorporation Procedures
7. Article 7 — Publication
8. Article 8 — Entry in the Register
9. Article 9 — Renewal of the Registration in the Register
10. Article 10 — Amendment of Entry in the Register
11. Article 11 — Deletion of Entry from the Register
12. Article 12 — Shares Record
13. Article 13 — Submitting the Shares Record to the Shares Record Secretariat
14. Article 14 — Disposal of the Shares
15. Article 15 — Running for Membership of the Board of Directors
16. Article 16 — Conditions for Nomination for Membership in the Board of Directors
17. Article 17 — Representatives of the Government or Legal Person in the Membership of the Board
18. Article 18 — Board Member Position Vacancy
19. Article 19 — Participation in Meetings using Modern Technology
20. Article 20 — Decisions of the Board of Directors by Circulation
21. Article 21 — Minutes of the Board of Directors Meetings
22. Article 22 — Remuneration of the Members of the Board of Directors
23. Article 23 — Convening the General Assembly Meeting
24. Article 24 — Controls for Holding a General Assembly Meeting through Modern Means of Technology
25. Article 25 — Chairmanship of the General Assembly
26. Article 26 — Voting on the General Assembly Decisions
27. Article 27 — Minutes of the General Assembly Meetings
28. Article 28 — Authorising the Board of Directors to Implement the Special Decision
29. Article 29 — Listing an Item on the Agenda of the General Assembly
30. Article 30 — Implementation of the General Assembly Decisions
31. Article 31 — Shareholder's Rights
32. Article 32 — Controls of Dividends Distribution
33. Article 33 — Methods to Increase the Capital
34. Article 34 — Mechanism of Increase of the Company's Capital
35. Article 35 — Issuance Premium
36. Article 36 — Priority Right
37. Article 37 — Conditions for Entry into the Company as a Strategic Partner
38. Article 38 — Controls of Entry of the Strategic Partner
39. Article 39 — Subscription of the Strategic Partner
40. Article 40 — Registering New Shares for the Strategic Partner
41. Article 41 — Terms and Conditions for Converting the Company’s Debts into Shares in its Capital
42. Article 42 — Registration of Debt Conversion Shares
43. Article 43 — Employees Incentive Programme
44. Article 44 — Employees Incentive Programme Procedures
45. Article 45 — Approval of the Employees Incentive Programme
46. Article 46 — Issuance of Bonds or Sukuk
47. Article 47 — Conditions for Issuance of Bonds or Sukuk
48. Article 48 — Conversion of the Legal Form
49. Article 49 — Documents for Conversion to a Private Joint Stock Company
50. Article 50 — Merger Methods
51. Article 51 — Merger Conditions
52. Article 52 — Merger Procedures
53. Article 53 — Acquisition Cases
54. Article 54 — Acquisition Conditions
55. Article 55 — Treasury Shares Purchase Terms
56. Article 56 — Treasury Shares Decision Requirements
57. Article 57 — Treasury Shares Purchase Controls
58. Article 58 — Methods of Disposal of the Treasury Shares
59. Article 59 — Controls of Disposal of the Treasury Shares
60. Article 60 — Cancellation of Treasury Shares
61. Article 61 — General Provisions
62. Article 62 — Validity
63. Article 63 — Diversity of Board Membership
64. Article 64 — Obligations of the Board of Directors
65. Article 65 — Loss of Independence Capacity
66. Article 66 — Standing Committees
67. Article 67 — Nominations and Remuneration Committee
68. Article 68 — Audit Committee
69. Article 69 — Tasks of the Audit Committee
70. Article 70 — Internal Control
71. Article 71 — Company’s Governance Report
72. Article 72 — Administrative Penalties
73. Article 73 — Publication on the Economic Register
74. Article 74 — Abrogations
75. Article 75 — Publication and Entry into Force

Key provisions

Obligations and deadlines

• Renew the Register entry annually with the AGM minutes, audited accounts and updated shareholder list (Article 9).
• Lodge the shareholders' register with an SCA-licensed shares record secretary and notify any change within 15 working days (Article 13).
• Register every share transfer with the shares record secretary; unregistered transfers do not bind the company (Article 14).
• Obtain the Registrar's approval and give 21 days' notice before convening the general assembly, within four months of year-end (Article 23).
• Pay approved dividends within 30 days of the decision (Article 32).
• Keep board remuneration within 10% of net profit and pay no attendance allowances (Article 22).
• Maintain one-third independent directors, standing committees and an internal control function (Articles 63 to 70).
• File a signed governance report with the Registrar before each annual general assembly (Article 71).

Penalties

Article 72 applies the administrative penalties in Cabinet Decision No. 102 of 2022, the penalties regulation under the Commercial Companies Law, to any breach of the Decision. Article 22 adds that fines imposed on the company for the board's violations are deducted from directors' remuneration unless the general assembly excuses them, and Article 6 treats an incorporation file not completed within 15 working days as withdrawn.

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