For the purpose of applying the provisions of this Decree Law, the following words and expressions shall denote the meanings assigned thereto respectively, unless the context requires otherwise:
The State: the Unites Arab Emirates. 
Federal Government: The Government of the United Arab Emirates. 
Local Government: Any of the governments of the member Emirates of the Federation. 
The Ministry: Ministry of Economy. 
The Minister: Minister of Economy. 
Central Bank: The Central Bank of the United Arab Emirates. 
SCA: The Securities & Commodities Authority. 
Competent Authority: the local authority concerned with the Company affairs in the relevant Emirate. 
Company: The Commercial Company. 
Special Purpose Acquisition Company [SPAC]: A public joint stock company, which the SCA has approved to classify as a Special Purpose Acquisition Company with no other purposes, in accordance with the SCA's relevant decision. 
Special Purpose Vehicle [SPV]: A company incorporated with the aim of segregating the liabilities and assets associated with a particular financing transaction from the liabilities and assets of its founding person, and is used for the transactions involving credit, borrowing, securitization, bond issuance and transfer of risks associated with insurance, reinsurance and derivatives transactions in accordance with the provisions of the decision of the SCA regulating such activities. 
Governance: A set of controls, standards and procedures that aim to achieve corporate discipline for the management of the Company in accordance with the international standards and practices, through determining the duties and responsibilities of the Directors and the Executive Management of the Company, while ensuring that the interests of shareholders and stakeholders are safeguarded. 
Business Day: the official business days of the ministries, government authorities and local departments. 
Special Resolution: A resolution issued by a majority of shareholders holding at least 75% of the shares represented at the General Assembly of a joint stock company. 
Registrar: The companies registrar appointed by the Minister, and who performs his duties through the Companies Department of the Ministry. 
Markets: Securities and commodities markets licensed by the SCA to operate in the State. 
Securities: The shares issued by joint stock companies;
Derivatives and investment units approved by the SCA;
Bonds, Sukuk and bills issued by the Federal Government, local governments or public authorities or institutions in the State;
Bonds, Sukuk and any debt instruments issued by companies in accordance with the regulations to be issued by the SCA; and
Any other local or foreign securities acceptable to the Central Bank and the SCA.
Public Offering: The process of inviting any natural or legal person or a particular segment or segments of persons to purchase any Securities. 
Book Building: The process by which the price of a security is determined upon issuance or sale on a Public Offering, in accordance with the provisions of the resolution to be issued by the SCA in this respect. 
Strategic Partner: A partner whose contribution to the Company provides technical, operational or marketing support that is beneficial to the Company. 
Share Register: A register that shows the shares held by shareholders in the joint stock companies and the rights associated with such shares. 
Share Register Secretariat: An entity or entities licensed by the SCA to regulate the Share Register of private joint stock companies. 
Director: Any member of the board of directors of the Company, including the chairman. 

The provisions of this Decree Law and the rules, regulations, and resolutions issued in implementation hereof shall apply to the commercial companies established in the State. The provisions on foreign companies set forth in this Decree Law and its implementing resolutions and regulations shall apply to foreign companies that have a headquarters in the State to carry on any activity therein or establish a branch or representative office in the State.

1. Except for registration and renewal of registration in the register of exempted companies kept at the Ministry, the SCA and the Competent Authority, within their respective areas of competence, the provisions of this Decree Law shall not apply to the following:
   a. The companies exempted under a Cabinet resolution, in respect of anything for which a special provision to that effect is contained in the company's Memorandum or Articles of Association, according to the controls to be issued under a Cabinet resolution.
   b. The companies fully owned by the federal or local government or any of their affiliated institutions, entities, bodies or subsidiaries, as well as any other companies fully owned by such entities or their subsidiaries, if a special provision to that effect is contained in their Memorandum or Articles of Association.
   c. The companies, in which the federal government or local government or any of their affiliated institutions, authorities, agencies or subsidiaries, or any other entity directly or indirectly owned by any of them, is holding at least [25%] of their capital, and which engage in the business activities of oil drilling, extraction, refining, manufacturing, marketing and transport, or engage in any energy-related activities of all types, electricity and gas production, or water desalination, transportation and distribution, if a special provision to that effect is contained in their Memorandum or Articles of Association.
   d. The companies that are granted exemption from the provisions of Federal Law No. [2] of 2015 on Commercial Companies, as amended, prior to the date of entry into force of the provisions of this Decree Law, if a special provision to this effect is contained in the Memorandum or Articles of Association of such companies.
   e. The companies exempted from the provisions of this Decree Law under special federal laws.
   f. The SPACs; as provided for in the SCA's decision on such companies.
   g. The SPV; if a special provision to that effect is included in the decision of the SCA on the regulation of such activity.
2. The companies mentioned in [1/B, C and D] of this Article shall adjust their affairs in conformity with the provisions of this Decree Law, in the event that such companies sell or offer any ratio of their capital at a public offering or list their shares on a financial market in the State.
3. The companies mentioned in [1/F] and [1/G] of this Article shall adjust their affairs in conformity with the provisions of this Decree Law and according to the regulations or decisions issued by the SCA on such companies.

1. The Company is a contract whereby two or more persons agree to get involved in an economic profit-making venture by contributing a share in the form of capital or work, and to divide among themselves the profit or loss resulting from such venture.
2. The economic venture referred to in Clause [1] of this Article shall include every commercial, financial, industrial, agricultural or real estate activity or other kinds of economic activity.
3. Notwithstanding Clause [1] of this Article, the Company may be incorporated or owned by a single person in accordance with the provisions of this Decree Law.

1. The Company's MOA and any amendment thereto shall become effective after being registered in the commercial register with the Competent Authority.
2. If the MOA is not registered as required by Clause [1] of this Article, it shall have no legal effect vis-à-vis third parties. If non-registration is limited to one or more of the items required to be registered, only the non-registered items shall have no effect vis-à-vis third parties.
3. The companies shall notify both the Competent Authority and the Registrar in writing within fifteen [15] business days upon the occurrence of any amendment or change in the registered details of the Company, including its name, address, share capital, number of shareholders or legal form.
4. The managers or directors of the Company, as the case may be, shall be held jointly liable for indemnifying the damage sustained by the Company or its partners or third parties due to failure to have the MOA or any amendments thereto registered in the commercial register with the Competent Authority.

1. The Company shall, as of the date of registration in the commercial register with the Competent Authority, acquire the legal personality in accordance with the provisions of this Decree Law and the resolutions issued in implementation hereof.
2. During the incorporation period, the Company shall have legal personality to the extent necessary for its incorporation. The Company shall be bound by the acts of the founders in connection with the incorporation procedures and requirements within such period, provided that such incorporation is completed in accordance with the provisions of this Decree Law.
3. Upon its dissolution, the Company shall undergo liquidation. During the liquidation period, the Company shall maintain its legal personality to the extent required for the liquidation process. The phrase "Under Liquidation" shall be added to the name of the Company in a clearly written manner.
4. Subsidiaries of a holding company shall have legal personality and financial liabilities independent of the holding company..

1. Every Company shall have a fiscal year to be specified in its Articles of Association, provided that the first fiscal year of the Company shall be between 6 [six] to 18 [eighteen] months, starting from the date on which the Company is registered in the commercial register maintained by the Competent Authority.
2. All fiscal years subsequent to the first one shall run for 12 months after the end of the preceding fiscal year.

The General Partnership shall be incorporated and registered as follows:
1. The Competent Authority shall determine the information and documents required for the incorporation of the Company, and shall create a standard application form for incorporation in accordance with the provisions of this Decree Law.
2. The application for incorporation, together with the supporting documents required for licensing and registration purposes, shall be submitted to the Competent Authority.
3. The Competent Authority shall require the applicant to complete the information and documents required or to make such amendments to the MOA of the Company as necessary to ensure compliance with the provisions of this Decree Law and the resolutions issued in implementation hereof.
4. The Competent Authority shall issue a decision on the incorporation application of the Company not later than five [5] business days of the date on which the application is filed or on which the information and documents required are provided or the required amendments are made. Rejection of the application shall be reasoned.
5. If the Competent Authority rejects the application or if the time limit mentioned in Clause [4] of this Article expires without a decision being made on the application, the applicant shall have fifteen [15] business days to file a grievance with the Director General of the Competent Authority or other officer acting in lieu of him. If the grievance is dismissed or not decided on within fifteen [15] business days of the date of being filed, the applicant may appeal against the same before the competent court within thirty [30] business days of the date of being notified of the dismissal decision or of the expiry of the above-mentioned time limit, as the case may be.
6. If the application for company incorporation is approved, the Competent Authority shall record the Company in the commercial register and shall issue a business license for the company.
7. The Company shall, within five [5] business days of the issuance date of its business license, provide the Registrar with a copy of the business license and MOA of the Company in order to be published in accordance with the guidelines laid down by the Minister in this respect.

The manager shall not act beyond the scope of regular management duties except with the consent all the partners or by virtue of an explicit provision in the MOA. This prohibition shall apply to the following acts in particular:
1. Making donations other than routine minimal donations governed by commercial norms;
2. Sale of the company's property, unless such transaction falls within the company's objectives;
3. Mortgaging the company property or assets, even if the manager is authorized to sell the company's property under the Company's MOA;
4. Guaranteeing the liabilities of third parties; or
5. The sale, mortgage or lease of the Company's business premises.

1. Unless the MOA of the Company stipulates otherwise, any partner may withdraw from a General Partnership under a written agreement with the other partners. In the absence of such agreement, the partner may file a case with the competent court to obtain a withdrawal judgment, provided that the other partners are served with a prior notice of not less than 60 days by registered mail before the proposed date of withdrawal. The Company shall be entitled to claim from the withdrawing partner pay any compensation, as applicable.
2. The withdrawing partner shall remain jointly liable with the other partners of the Company for the debts and obligations of the Company prior to his withdrawal, and shall be liable for the same to the extent of his own assets, together with the other partners.
3. Any partner withdrawing from the Company shall not be relieved of any obligations assumed the Company after his withdrawal, unless such withdrawal is recorded in the commercial register and announced in two daily local newspapers; one of which is published in Arabic, and 30 days have lapsed of the date of the completion of the latter action.
4. If the Company consists of two partners and one of them withdraws, the other partner may, within six [6] months of the date of recording the withdrawal in the commercial register, bring into the Company one or more new partners in place of the withdrawing partner; otherwise, the Company shall be deemed dissolved ipso facto.

1. Any partner may assign or pledge his stake in the Company to any other partner or to a third party. Such assignment or pledge shall be made in accordance with the terms of the MOA of the Company under a formal instrument duly attested in accordance with the provisions of this Decree Law. Such assignment or pledge shall be valid vis-à-vis the Company or third parties only as of the date of being recorded in the commercial register with the Competent Authority.
2. The Company may not decline to record such assignment or pledge in the register unless the same violates the provisions of the MOA or this Decree Law.

1. Subject to the provisions of this Decree Law, the AOA of the Company shall, once the latter is registered in the commercial register maintained by the Competent Authority, be binding upon all its shareholders.
2. Any amount payable by a shareholder to the Company under the provisions of the AOA shall be deemed a debt owed by such shareholder to the Company.

1. Subscription applications shall be submitted to a duly licensed entity/ entities in the State, as specified by the Founders Committee in the Prospectus. Subscription applications may also be submitted electronically as determined by the SCA in this respect.
2. The entity / entities receiving the subscription applications shall keep the money paid by the subscribers and the subscription proceeds for the benefit of the under-incorporation Company. Such money shall only be paid to the board of directors of the Company after the SCA issues a certificate of incorporation of the Company and the latter is registered in the commercial register maintained by the Competent Authority.

1. The board of directors of the Company shall, within 10 [ten] business days of the date of issuance of an incorporation certificate by the SCA, commence the process of registering the Company with the Competent Authority.
2. The Competent Authority shall record the Company in the commercial register and shall issue a business license for the Company within five [5] business days of the date of completion of the documents and payment of the prescribed fees, and shall provide the SCA with a copy of the business license.

1. The board of directors of the Company that offers its shares at a public offering shall, within fifteen [15] business days of the date of recording the company in the commercial register with the Competent Authority, list the Company's shares on a financial market licensed in the State according to the applicable listing rules and regulations of the SCA and the financial market on which the Company's shares are to be listed.
2. Companies listed on a financial market in the State shall comply with the laws and regulations of the financial market.

Once the Company is recorded in the commercial register with the Competent Authority, the effects of all acts performed by the founders for the Company's for the latter's benefit prior to its registration, shall be transferred to the Company. The Company shall bear all the expenses incurred by the founders in this respect.

1. Founders' shares, whether in cash or in kind, may not be traded prior to the publication of the balance sheet and the profit and loss account for at least two fiscal years of the date of listing the Company on the financial market in the State or of the date of registration of the Company in the commercial register maintained by the Competent Authority, in the case of companies exempted from listing. Such shares shall bear an annotation indicating that they are founders' shares. The provisions of this Article shall apply to shares subscribed for by founders in connection with a capital increase prior to the end of the restriction period.
2. During the restriction period, such shares may be pledged or transferred by way of sale by a founder to another founder or by the heirs of a founder [if deceased] to a third party or by the bankruptcy trustee of a founder to a third party or under a final judgment.
3. The board of directors of the SCA may issue a resolution to extend the restriction period mentioned in Clause [1] of this Article for up to [3] further years.

1. Unless, after its incorporation, the company has listed its shares on any of the financial markets in the State, the board of directors shall, within three months of the date of registration of the company in the Commercial Register with the Competent Authority, issue share certificates instead of notifications of share allotment.
2. Share certificates shall be signed by at least two directors, stating the name of the shareholder, the number of the shares subscribed to them, the method of payment for the shares' value, the amount paid of such value, the date of payment, the serial number of the certificate, the numbers of the shares held by the shareholder, the issued capital of the company, the headquarters and the term of the company and the date of the resolution authorizing the incorporation of the company. Such certificates shall substitute the shares. The share certificates may be issued, signed and kept electronically in accordance with the controls issued by the SCA in this regard.
3. If the value of the share is to be paid in instalments, the obligation of the company to deliver the share certificate shall be deferred until the value of the shares has been paid in full. It shall not be permitted for shares that represent the in-kind contributions to be delivered until the ownership of such in-kind contributions has been transferred to the company.

1. The board of directors of the Company shall, within five [5] business days of the date of an incorporation certificate being issued by the Ministry, commence the process of registering the company with the Competent Authority.
2. The Competent Authority shall record the Company in the commercial register and issue a business license for the Company within 3 [three] business days of the date of completion of the documents and payment of the fees.

1. Shares of a private joint stock Company may only be transferred after the publication of the balance sheet and profit and loss account for at least one fiscal year of the date of registration of the Company in the commercial register maintained by the Competent Authority. The provisions of this Article shall apply in connection with a capital increase prior to the end of the restriction period.
2. During the restriction period, such shares may be pledged or transferred by way of sale by a shareholder to another shareholder or by the heirs of a shareholder [if deceased] to a third party or by the bankruptcy trustee of a shareholder to a third party or under a final judgment.
3. The Minister may issue a resolution to extend or reduce the restriction period mentioned in Clause 1 of this Article such that it is between six [6] months to two [2] years.

1. Subject to the provisions of Article [299] of this Decree Law, a Public Joint Stock Company may be converted into a Private Joint Stock Company subject to the following conditions:
   a. The approval of the joint committee set up by resolution of the Minister among the Ministry of Economy, the Securities & Commodities Authority and the Competent Authority, to consider the application for conversion to a Private Joint Stock Company;
   b. The completion of five [5] audited fiscal years of the date of registration in the commercial register as a Public Joint Stock Company. After filing an application for conversion into a Private Joint Stock Company, the Company may not file an application for converting back into a Public Joint Stock Company except after the completion of 5 audited fiscal years of the date of registration in the commercial register as a Private Joint Stock Company; and
   c. A Special Resolution of the General Assembly approving the conversion by the majority vote of shares representing 90% of the Capital of the Company.
2. Save for Public Joint Stock Companies, a Company may convert into a General Partnership, a Limited Partnership, a Limited Liability Company or a Private Joint Stock Company subject to the following conditions:
   a. A duly passed resolution to amend the MOA and AOA of the Company.
   b. The completion of at least 2 audited fiscal years of the Company of the date of its registration in the commercial register.
   c. Unanimous consent of the shareholders if the application is for conversion into a Joint Liability Company.
   d. Completion of the applicable incorporation and registration process for the proposed conversion.

1. The company, wishing to convert into a public joint stock company after the SCA's approval has been obtained and a special resolution has been issued by its General Assembly, may sell its shares and / or offer new shares at a public offering according to the controls to be issued by the SCA in this respect.
2. The SCA shall issue a resolution setting out the controls and conditions of sale and offering of the shares at a public offering when the company is converted into the legal form of a public joint stock company.
3. The shareholders or partners of the company wishing to convert into a public joint stock company shall bear all conversion-related expenses and costs until the procedures of the company's conversion and registration as a public joint stock company are completed with both the SCA and the Competent Authority. Such expenses shall include, among others, the valuation of the company and all charges and fees of the parties involved in the offering process, so that the shareholders subscribing for the public joint stock company may not bear such fees.
4. Notwithstanding Article [217.1] of this Decree Law, the cash or in-kind contributions of founders of the company may be transferred after the company is converted into a joint stock company as of the date of its listing on the financial market in the State or the date of being registered in the commercial register with the Competent Authority in case the company is exempt from being listed.

1. Upon approval of the conversion resolution by the Ministry or the SCA, as applicable, and the Competent Authority, the Registrar shall be informed to update the records accordingly.
2. The Competent Authority shall record the Company in the commercial register and issue a business license according to the new form of the Company. The conversion shall be effective of the date of issuance of the business license.

Shares of the parent company shall be issued after the amendment is made, while shares of the new company shall be issued after the same is registered with the Competent Authority. A note shall be recorded in the commercial register indicating the amendment of the parent company's capital and confirming that the target company is registered in the commercial register based on prior approval of the Ministry or SCA, as the case may be.

The managers, board chairman or liquidator of the Company, as applicable, shall have the dissolution of the Company recorded in the commercial register maintained by the Competent Authority and shall publish a notice of its dissolution in two daily local newspapers; at least one of which is published in Arabic. The dissolution of the Company shall become effective vis-à-vis third parties only as of the date of such registration.

If there is more than one liquidator, their acts shall be valid only if there is unanimous consent, unless the document appointing them provides otherwise. This condition shall not be effective vis-à-vis third parties until it is entered in the commercial register.

The liquidator shall enter the resolution appointing him and the agreement of the partners or the resolution of the General Assembly concerning the method of liquidation or the relevant court order in the commercial register. The liquidator's appointment or the liquidation method shall not be effective vis-à-vis third parties until it is entered in the commercial register. The liquidator's fee shall be specified in the document appointing him or else shall be determined by the competent court.

1. The liquidator shall be dismissed in the same way as he was appointed. Any resolution or court order to dismiss a liquidator shall provide for the appointment of a new liquidator.
2. A liquidator's dismissal shall be entered in the commercial register and shall not be effective vis-à-vis third parties except of the date of such entry.

1. The liquidator shall, upon completion of liquidation work, submit to the partners or to the General Assembly or the competent court a final account of the liquidation which shall terminate upon approval of the final account.
2. The liquidator shall record the completion of the liquidation in the commercial register maintained by the Competent Authority. The completion of liquidation shall not be effective vis-à-vis third parties except of the date of such entry. The Company shall be removed from the commercial register maintained by the Competent Authority.

1. In case of the denial and lack of legitimate excuse, legal proceedings arising as a result of the liquidator carrying out his functions and claims arising as a result of partners, managers, Directors or auditors of the Company carrying out the duties of their office shall be time barred after the expiry of three [3] years, unless the law provides for a shorter time bar.
2. The aforesaid time bar shall start of the date when the completion of liquidation is entered in the commercial register in the former case, and of the date when the act giving rise to liability occurred in the latter case.
3. If the act attributed to any such persons is a criminal offense, the liability lawsuit shall not be time barred until the prescription of the criminal case.

1. Foreign companies may establish representative offices to conduct market studies and research production prospects without undertaking any commercial activity.
2. The implementing decisions of this Decree Law shall determine the aspects of oversight to be exercised by the Ministry and the Competent Authority over such offices.

The executive regulations and resolutions of Federal Law No. [2] of 2015 concerning commercial companies shall continue in full force and effect to the extent that they are not in conflict with this Decree Law, until such time as the Ministry and the SCA issue, within their respective areas of competence, regulations, rules and resolutions to implement this Decree Law.