• PART 2 PART 2 COMPANY FORMATION

    • General

      • 5. Method of forming company

        (1) A company is formed under these Regulations by one or more persons—
        (a) confirming to the Registrar in an application for registration of the company that they—
        (i) wish to form a company under these Regulations, and
        (ii) agree to become members of the company and, in the case of a company that is to have a share capital, to take at least one share each, and
        (b) complying with the requirements of these Regulations as to registration (see sections 6(registration documents) to 10 (statement of compliance)).
        (2) A company may not be so formed for an unlawful purpose.

    • Requirements for registration

      • 6. Registration documents

        (1) The application for registration of the company must be delivered to the Registrar together with the documents required by this section and a statement of compliance (see section 10 (statement of compliance)).
        (2) The application for registration must state—
        (a) the company's proposed name,
        (b) whether the liability of the members of the company is to be limited, and if so whether it is to be limited by shares or by guarantee, and
        (c) whether the company is to be a private or a public company.
        (3) The application must contain—
        (a) in the case of a company that is to have a share capital, a statement of capital and initial shareholdings (see section 7 (statement of capital and initial shareholdings)),
        (b) in the case of a company that is to be limited by guarantee, a statement of guarantee (see section 8 (statement of guarantee)),
        (c) a statement of the company's proposed officers (see section 9 (statement of proposed officers))
        (d) the trade name reservation documents required under section 47 (reservation of trade name), and
        (e) such other documents and information as the Registrar may require in respect of a particular application under this section.
        (4) The application must also contain—
        (a) a statement of the intended address of the company's registered office in the Abu Dhabi Global Market,
        (b) a copy of any proposed articles of association (to the extent that these are not supplied by the default application of model articles(see section 18 (default application of model articles))), and
        (c) confirmation, in the case of a private company, as to whether that company is to be registered as a restricted scope company.
        (5) If the application is delivered by a person as agent for the shareholders, it must state his name and address.

      • 7. Statement of capital and initial shareholdings

        (1) The statement of capital and initial shareholdings required to be delivered in the case of a company that is to have a share capital must comply with this section.
        (2) It must state—
        (a) the total number of shares of the company to be taken on formation by the initial members,
        (b) for each class of shares—
        (i) prescribed particulars of the rights attached to the shares, and
        (ii) the total number of shares of that class, and
        (c) the amount to be paid up and the amount (if any) to be unpaid on each share.
        (3) It must contain such information as may be prescribed for the purpose of identifying the initial members.
        (4) It must state, with respect to each initial member—
        (a) the number and class of shares to be taken by him on formation, and
        (b) the amount to be paid up and the amount (if any) to be unpaid on each share.
        (5) Where a member is to take shares of more than one class, the information required under subsection (4)(a)is required for each class.

      • 8. Statement of guarantee

        (1) The statement of guarantee required to be delivered in the case of a company that is to be limited by guarantee must comply with this section.
        (2) It must contain such information as may be prescribed for the purpose of identifying the initial members.
        (3) It must state that each member undertakes that, if the company is wound up while he is a member, or within one year after he ceases to be a member, he will contribute to the assets of the company such amount as may be required for—
        (a) payment of the debts and liabilities of the company contracted before he ceases to be a member,
        (b) payment of the costs, charges and expenses of winding up, and
        (c) adjustment of the rights of the contributories among themselves,
        not exceeding a specified amount.

      • 9. Statement of proposed officers

        (1) The statement of the company's proposed officers required to be delivered to the Registrar must contain the required particulars of—
        (a) the person who is, or persons who are, to be the first director or directors of the company,
        (b) in the case of a company that is to be a private company, any person who is (or any persons who are) to be the first secretary (or joint secretaries) of the company (if any), and
        (c) in the case of a company that is to be a public company, the person who is (or the persons who are) to be the first secretary (or joint secretaries) of the company.
        (2) The required particulars are the particulars that will be required to be stated—
        (a) in the case of a director, in the company's register of directors and register of directors' residential addresses (see sections 153(register of directors) to 157 (duty to notify Registrar of changes)), and
        (b) in the case of a secretary, in the company's register of secretaries (see sections 292(duty to keep register of secretaries) to 295 (particulars of secretaries to be registered: corporate secretaries and firms)).
        (3) The statement must also contain a consent by each of the persons named as a director, as secretary or as one of joint secretaries, to act in the relevant capacity. If all the partners in a firm are to be joint secretaries, consent may be given by one partner on behalf of all of them.

      • 10. Statement of compliance

        (1) The statement of compliance required to be delivered to the Registrar is a statement that the requirements of these Regulations as to registration have been complied with.
        (2) The Registrar may accept the statement of compliance as sufficient evidence of compliance.

    • Registration and its effect

      • 11. Registration

        Regulations as to registration are complied with, he may register the documents delivered to him.

      • 12. Issue of certificate of incorporation

        (1) On the registration of a company, the Registrar shall give a certificate that the company is incorporated.
        (2) The certificate must state—
        (a) the name and registered number of the company,
        (b) the date of its incorporation,
        (c) whether it is a limited or unlimited company,
        (d) if it is a limited company, whether it is limited by shares or limited by guarantee,
        (e) whether it is a private or a public company, and
        (f) if it is a private company, whether it is a restricted scope company.
        (3) The certificate must be signed by the Registrar or authenticated by the Registrar's official seal.
        (4) The certificate is conclusive evidence that the requirements of these Regulations as to registration have been complied with and that the company is duly registered under these Regulations.

      • 13. Effect of registration

        (1) The registration of a company has the following effects as from the date of incorporation—
        (a) the initial members, together with such other persons as may from time to time become members of the company, are a body corporate by the name stated in the certificate of incorporation,
        (b) that body corporate is capable of exercising all the functions of an incorporated company,
        (c) the status and registered office of the company are as stated in, or in connection with, the application for registration,
        (d) in the case of a company having a share capital, the initial members become holders of the shares specified in the statement of capital and initial shareholdings, and
        (e) the proposed officers of the company are deemed to have been appointed to that office.

      • 14. Commercial Licence

        An application for registration under section 6(registration documents) shall, if required by the Commercial Licensing Regulations 2015, be accompanied by an application to the Registrar for a licence to carry on any controlled activities under those regulations. In this section, "controlled activities" means any activity which is specified as a controlled activity by the Board for the purposes of the Commercial Licensing Regulations 2015.