• PART 1 PART 1 General Introductory Provisions

    • Companies

      • 1. Companies

        (1) In these Regulations, unless the context otherwise requires “company” means a company formed or registered under these Regulations (whether or not it was incorporated under these Regulations).
        (2) Federal Law No. 8 of 1984 of the United Arab Emirates (as amended from time to time) shall not apply to companies formed or registered under these Regulations.

    • Types Of Company

      • 2. Limited And Unlimited Companies

        (1) A company is a “limited company” if the liability of its members is limited by its constitution.
        (2) If their liability is limited to the amount, if any, unpaid on the shares held by them, the company is “limited by shares”.
        (3) If their liability is limited to such amount as the members undertake to contribute to the assets of the company in the event of its being wound up, the company is “limited by guarantee”.
        (4) If there is no limit on the liability of its members, the company is an “unlimited company”.

      • 3. Private And Public Companies

        (1) A “private company” is any company that is not a public company.
        (2) A “public company” is a company limited by shares–
        (a) whose certificate of incorporation states that it is a public company, and
        (b) in relation to which the requirements of these Regulations as to registration or re-registration as a public company have been complied with.
        (3) A “private company” may apply to the Registrar to be registered as a restricted scope company at its formation.
        (4) A company may only be registered as a restricted scope company if–
        (a) it is a subsidiary undertaking of another body corporate that prepares and publishes group accounts under these Regulations or such other enactment as the Registrar may recognise for the purposes of this section,
        (b) it is a subsidiary undertaking of a body corporate that is incorporated by a Federal Law or by a law of any Emirate of the United Arab Emirates, or
        (c) it is directly or indirectly wholly-owned by an applicant (the “founding member”) who is–
        (i) one person, or
        (ii) a group of persons who are members of the same family and approved by the Registrar exercising his discretion.
        (5) For the purposes of section 3(4)(c), members of the same family shall mean:
        (a) founding member (who must, at the time of registration, be a natural person and a member of the company);
        (b) each parent of the founding member;
        (c) any spouse of the founding member;
        (d) any descendant of the founding member; and
        (e) any spouse of a descendant of the founding member
        (6) For the purpose of section 3(5)(d), the term “descendant” includes a child, grandchild, great grandchild, step-child and adopted child.
        (7) A “step-child” means a person who is, to the satisfaction of the Registrar, the child of a founding member’s spouse and who is not the child of the founding member.
        (8) An “adopted child” means a person who is treated to the satisfaction of the Registrar as the child of the founding member, or any member of the same family, under the laws of any jurisdiction.
        (9) In the case of any uncertainty as to whether an individual is a member of the same family, the Registrar will determine the issue in his discretion and may require such supporting documentation as it considers appropriate.
        (10) For the major differences between private and public companies, see Part 19.

      • 4. Companies May Not Be Limited By Guarantee And Have Share Capital

        (1) A company cannot be formed as, or become, a company limited by guarantee with a share capital.
        (2) Any provision in the constitution of a company limited by guarantee that purports to divide the company’s undertaking into shares or interests is a provision for a share capital, and the company shall be deemed a company limited by shares.