UAE Companies Law: Compulsory
changes required to memorandam
and articles by June 2016
November 2015
In brief
Following the adoption of the new Commercial Companies Law (“New CCL”) on 1 July 2015, all UAE
companies are required to amend their existing memoranda and articles of association (“Articles”) to
mirror and comply with the changes introduced in the New CCL.
Companies that fail to make the amendments by 30 June 2016 will be “deemed as
dissolved”. There are also financial penalties in the New CCL for non-compliance,
ranging from AED 10,000 to 100,000.
Important changes applying to a limited liability company (“LLC”) in the New CCL include, but are
not limited to, new rules concerning pre-emption rights, expert valuation of shares, and the general
meeting procedures.
Given that all LLCs must review their Articles to ensure compliance with the New CCL the PwC Legal
view is that they may also want to consider additional changes which, although not mandatory, may
be commercially beneficial to the operation of the company. Other changes are mandatory to the
extent the current Articles conflict with the provisions in the New CCL. References in the Articles to
the now-redundant old Commercial Companies Law (“Old CCL”) should also be revised.
The Departments of Economic Development (“DED”) throughout the Federation have issued various
required additions to the evidential detail within a LLC’s Articles that companies should include when
changing the Articles.
The New CCL was introduced in July as Federal Law No. 2 of 2015 concerning Commercial
Companies and replaced the old Federal Law No. 8 of 1984 concerning Commercial Companies. As
usual, the Arabic text of the New CCL will prevail over the English version so a proper assessment of
the updated clauses is necessary.
We can help you with examining MoA and making necessary amendments on time.
For more details and support:
Contact
name : IMRAN
Mobile Number : +971563849356
Whatsap : +971563849356
E-mail : imran.siddiqi@horwathmakbusiness.com