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نسخة مترجمة آليًا — غير رسمية
اتحاديARسارٍ بيانات وصفية مُستخرجة آليًا

Federal Decree Law on Commercial Companies

الإشارة الرسميةFederal Decree Law No. 32 of 2021 الجهة المُصدرةUAE Federal Legislation → الإصدار / النشر / النفاذ20 Sep 2021 · 26 Sep 2021 · 02 Jan 2022 عدد الجريدة الرسمية712 الفئةlaw آخر فهرسة11 Jul 2026
المصدر الرسمي ↗ English

Issued Date: 20 Sep 2021
Effective Date: 02 Jan 2022
Official Gazette Date: 26 Sep 2021
Official Gazette No: 712
Legislation State: Active

## Federal Decree Law No. (32) of 2021 on Commercial Companies
We, Khalifa Bin Zayed Al Nahyan, President of the United Arab Emirates
- Having reviewed the Constitution;
- Federal Law No. [1] of 1972 Concerning the Competences of Ministries and the Powers of Ministers,
- Federal Decree Law No. [5] of 1975 on the Commercial Register;
- Law No. [5] of 1985 Promulgating the Civil Code of the United Arab Emirates, as amended;
- Law No. [3] of 1987 Promulgating the Penal Code, as amended;
- Federal Law No. [10] of 1992 Promulgating the Law of Evidence in Civil and Commercial Transactions
- Federal Law No. [11] of 1992 Promulgating the Civil Procedure Law, as amended;
- Federal Law No. [35] of 1992 Promulgating the Criminal Procedure Law, as amended;
- Federal Law No. [18] of 1993 Promulgating the Commercial Code, as amended;
- Federal Law No. [29] of 1999 Establishing the General Authority of Islamic Affairs and Endowments,
- Federal Law No. [4] of 2000 Concerning the Emirates Securities and Commodities Authority and Marke
- Federal Law No. [7] of 2002 On Copyrights and Ancillary Rights, as amended;
- Federal Law No. [8] of 2004 on the Financial Free Zones;
- Federal Law No. [17] of 2004 on Anti-Commercial Concealment;
- Federal Law No. [1] of 2006 on Electronic Commerce and Transactions, as amended;
- Federal Decree Law No. [4] of 2007 Concerning the Establishment of Emirates Investment Authority [
- Federal Law No. [6] of 2007 On the Regulation of Insurance Business, as amended;
- Federal Law No. [4] of 2012 On the Regulation of Competition;
- Federal Law No. [4] of 2013 Regulating the Notary Public Profession, as amended;
- Federal Law No. [12] of 2014 on the Regulation of Auditing Profession, as amended;
- Federal Law No. [2] of 2015 on the Commercial Companies, as amended;
- Federal Decree Law No. [9] of 2016 on Bankruptcy, as amended;
- Federal Law No. [14] of 2016 on the Violations and Administrative Penalties in the Federal Governm
- Federal Law No. [17] 2016 Establishing the Mediation and Conciliation Centers for Civil and Commer
- Federal Law No. [19] of 2016 on Combatting Commercial Fraud;
- Federal Law No. [7] of 2017 on Tax Procedures;
- Federal Decree Law No. [8] of 2017 on Value Added Tax;
- Federal Law No. [6] of 2018 on Arbitration;
- Federal Decree Law No. [14] of 2018 Concerning the Central Bank and the Regulation of Financial In
- Federal Decree Law No. [20] of 2018 on Anti-Money Laundering and Combating the Financing of Terror
- Based on the Minister of Economy's proposal approved by the Cabinet,
Do hereby promulgate the following Decree Law:

## Part One: General Provisions on Companies

## Chapter One: The Concept of Company

## Article (1) Definitions
For the purpose of applying the provisions of this Decree Law, the following words and expressions s
The State:
Federal Government:
Local Government:
The Ministry:
The Minister:
SCA:
Company:
Special Purpose Vehicle [SPV]:
Governance:
Business Day:
Special Resolution:
Registrar:
Markets:
Securities:
Public Offering:
Book Building:
Strategic Partner:
Share Register:
Share Register Secretariat:
Director:

## Article (2) Objectives of the Decree Law
This Decree Law aims to contribute to the development of the business environment and the capacities

## Article (3) Companies Subject to the Provisions of this Decree by Law
The provisions of this Decree by Law and the rules, regulations, and resolutions issued in implement

## Article (4) Companies Not Governed by the Provisions of this Decree Law
1. Except for registration and renewal of registration in the register of exempted companies kept at

## Article (5) Companies Operating in Free Zones and Financial Free Zones
1. The provisions of this Decree by Law shall not apply to the companies established in the free zon

## Article (6) Corporate Governance
1. Subject to the requirements of the Central Bank with regard to the financial institutions falling

## Article (7) Breach of the Rules of Governance
The governance-regulating resolutions provided for in Article [6.1] hereof shall include fines to be

## Article (8) The Concept of Company
1. The Company is a contract whereby two or more persons undertake to participate in an economic pro

## Article (9) Forms and Nationality of Companies
1. The Company shall take one of the following forms: a. General Partnership Company. b. Lim...

## Chapter Two: Incorporation and Management of Company

## Article (10) Activities Having Strategic Impact
1. A committee, whose membership includes representatives from the competent authorities, and which

## Article (11) Business Practice
1. The company shall obtain all the approvals and licenses required to engage in the business activi

## Article (12) Name of the Company
1. The Company shall have a trade name that does not conflict with the public order of the State. Th

## Article (13) Address and Communications of the Company
1. Every Company shall have a registered address in the State to which notices and communications sh

## Article (14) Drafting the Memorandum of Association (MOA)
1. The MOA of the Company and any amendment thereto shall be drafted in the Arabic language and atte

## Article (15) Registration of MOA with the Competent Authority
1. The Company's MOA and any amendment thereto shall become effective after being registered in the

## Article (15) BIS Transfer of the Company’s Registration in the Trade Register and its Relocation
1. A company may, by a special resolution of the General Assembly or with the approval of the absolu

## Article (16) Invocation of MOA by Third Parties
1. Any third party may prove the existence of the MOA of the Company or any amendment thereto by all

## Article (17) Nature and Valuation of the Partner's Contribution
1. The capital of the Company shall consist of cash contributions and in-kind contributions with an

## Article (18) Rules of Contributing to the Company's Capital
1. If the partner's contribution is a title to property or any other right in-rem transferred to the

## Article (19) Failure to Provide Contribution to the Company
1. If the partner undertakes to contribute to the company a sum of money, and such sum is not paid,

## Article (20) Enforcement upon Anything in Lieu of Capital Contribution
1. The creditor of any partner may not satisfy his right from the contribution of his debtor to the

## Article (21) Legal Personality of the Company
1. The Company shall, as of the date of registration in the commercial register with the Competent A

## Article (22) Duties of the Person Authorized to Manage the Company
The person authorized to manage the Company shall preserve its rights and shall exercise due care an

## Article (23) Liability of Company for Acts of its Authorized Manager
The Company shall be bound by any act or thing carried out by the person authorized to manage the Co

## Article (24) Relief from Liability
Subject to the provisions of this Decree Law, any provision of the MOA or AOA of the Company authori

## Article (25) Protection of Clients of the Company
1. The Company may not deny its liability vis-à-vis any client on the grounds that the authorized ma

## Article (26) Accounting Records
1. Every Company shall keep accounting records of its transactions to give a clear picture of its fi

## Article (27) Accounts of the Company
1. Every joint stock company and limited liability company shall have one or more auditors to carry

## Article (28) Fiscal Year of the Company
1. Every Company shall have a fiscal year to be specified in its Articles of Association, provided t

## Article (29) Distribution of Profits and Losses
1. If the Company's MOA does not define a partner's share in the profits or losses, the latter's sha

## Article (30) Distribution of Profits
1. No fictitious profits may be distributed to the partners or shareholders. The board of directors

## Article (31) Issuance of Securities
Subject to the provisions of Article [4] of this Decree Law, only the joint stock company may issue

## Article (32) Public Offering of Securities
1. No company, other than the public joint stock company, may conduct a public offering of Securitie

## Chapter Three: Companies Registrar

## Article (33) Regulation of the Activities of the Registrar
The Minister shall, in coordination with the Competent Authority, issue regulations on the activitie

## Article (34) Notifying the Registrar of the Company's Details
The Competent Authority shall notify the Registrar of the details of the companies registered with i

## Article (35) Rules for Registration of Trade Names
The Competent Authorities shall establish the necessary rules for registration of trade names, shall

## Article (36) Registrar's Duty to Keep Company's Documents
The Minister shall issue a resolution: 1. Designating the period of time for which the Registrar sha

## Article (37) Access to Records Kept by the Registrar
Subject to the provisions of this Decree Law, the stakeholders may request from the Registrar: 1. A

## Article (38) Fees Payable to the Ministry and the SCA
Based upon the proposal of the Minister and in coordination with the Ministry of Finance, the Cabine

## Part Two: Partnerships

## Chapter One: General Partnership

## Article (39) Definition of the Company
A General Partnership is a Company which consists of two or more partners who are natural persons an

## Article (40) Capacity of the Partners
A general partner shall have the capacity of a trader. Such partner shall be deemed to conduct the b

## Article (41) Name of the Company
1. The name of a General Partnership shall consist of the name[s] of one or more partners in additio

## Article (42) MOA of the General Partnership
1. The General Partnership's MOA shall, in particular, include the following details: a. The full...

## Article (43) Incorporation Procedures
The General Partnership shall be incorporated and registered as follows: 1. The Competent Authority

## Article (44) Details and Documents Required to be Kept
The General Partnership shall keep the following items at its headquarters: 1. A register containing

## Article (45) Management of the General Partnership
1. The General Partnership shall be managed by all the partners. Every partner in a General Partners

## Article (46) Business Competing with the Company's Business
1. The general partner may not, without the written consent of the other partners, carry on for his

## Article (47) Removal of Manager
1. Where the manager is a partner appointed under the MOA of the Company, he may only be removed wit

## Article (48) Resignation of the Manager
The manager, whether a partner or not, may resign from the management, provided that he serves upon

## Article (49) Prohibited Acts of the Manager
The manager shall not act beyond the scope of regular management duties except with the consent all

## Article (50) Manager Entering into Contracts for his Own Benefit
1. The manager may not enter into any contracts for his own benefit or for the benefit of any of his

## Article (51) Liability of the Manager
The manager shall be liable for the damage sustained by the Company, the partners or third parties d

## Article (52) Liability of Co-Managers
1. Where there is more than one manager and each of whom is assigned particular responsibilities, ea

## Article (53) Liability of the Company
The General Partnership shall be liable vis-à-vis third parties to indemnify the damage arising from

## Article (54) The Joining Partner
Where a partner joins the Company, he shall be jointly liable with the other partners to the extent

## Article (55) The Withdrawing Partner
1. Unless the MOA of the Company stipulates otherwise, any partner may withdraw from a General Partn

## Article (56) Assignment of Equity Stakes
1. Equity stakes may only be transferred in a General Partnership with the consent of all the partne

## Article (57) Rights of the Deceased Partner
Unless the partners agree otherwise, the amount payable by the remaining partners in respect of the

## Article (58) Transactions of the Company upon Expiry of its Term or Fulfillment of its Objects
1. The rights and obligations of the partners in a General Partnership shall survive if the Company

## Article (59) Mutual Obligations Between The Company and Partners
Without prejudice to the provisions of the MOA of the General Partnership, the following obligations

## Article (60) Enforcement upon the Partner's Property
Liabilities of the Company may only be enforced against the property of its partner after obtaining

## Article (61) Profits and Losses
1. The profits, losses and the partner's shares therein shall be determined at the end of the Compan

## Chapter Two: Limited Partnership

## Article (62) Definition of the Company
A Limited Partnership is a Company which consists of one or more General Partners who are jointly an

## Article (63) Capacity of the Limited Partner
Any natural person or legal person may be a Limited Partner in a Limited Partnership.

## Article (64) Name of the Company
1. The name of a Limited Partnership shall consist of the name of one or more of the General Partner

## Article (65) MOA of Limited Partnership
1. The provisions relating to General Partnerships shall also apply to Limited Partnerships, subject

## Article (66) Management of the Company
The Company shall be managed only by the General Partners. Resolutions shall be passed unanimously b

## Article (67) Borrowing Funds by the Company
1. The General Partner of a Limited Partnership shall have all the rights and powers of any partner

## Article (68) Rights of the Limited Partner
1. A Limited Partner shall have the same rights of a General Partner in relation to: a. Lending m...

## Article (69) Management Activities
1. A Limited Partner may not get involved in the management activities related to third parties, but

## Article (70) Assignment of Equity Stake
A Limited Partner may only assign his share in the Company to a third party, in whole or in part, wi

## Part Three: Limited Liability Company

## Chapter One: Incorporation of Limited Liability Company

## Article (71) Definition of the Company
1. A limited liability company is a company whose number of partners is at least two and does not ex

## Article (72) Name of the Company
1. A limited liability company shall have a name derived from its objective or from the name of one

## Article (73) MOA and Incorporation Procedures
1. The limited liability company shall be incorporated as set forth in Articles [42] and [43] of thi

## Article (74) Partners Register of the Company
1. The Company shall keep at its headquarters a special register of partners, which shall include th

## Article (75) Increase of Partners
1. If, at any time after the incorporation of the Company, the number of partners increases above th

## Article (76) Capital of the Company
1. The Company shall have sufficient capital to achieve the object of its incorporation consisting o

## Article (77) Indivisibility of Partner's Stake
A partner's stake shall be indivisible. If such stake is held by several persons and none of whom ha

## Article (78) Valuation of In-kind Contributions
1. Partners in a Limited Liability Company may provide in-kind contributions in exchange for their s

## Article (79) Assignment or Pledge of Partner's Equity Stake
1. Any partner may assign or pledge his stake in the Company to any other partner or to a third part

## Article (80) Procedures for Assignment of Partner's Stake in the Company
1. If a partner wishes to assign his stake to a non-partner of the company, with or without compensa

## Article (81) Enforcement Against Partner's Stake in the Company
If the creditor of a partners institutes enforcement proceedings against the equity stake of his deb

## Article (82) Partner's Liability for any Profit or Benefit to the Company
The partner of a limited liability company shall be held liable vis-à-vis the company for any of the

## Chapter Two: Management of the Company

## Article (83) Managers of the Company
1. The management of a limited liability Company shall be entrusted to one or more managers as deter

## Article (84) Liability of Company's Managers
1. Every manager of the Limited Liability Company shall be held liable vis-à-vis the Company, the pa

## Article (85) Vacancy of the Position of Manager
1. Unless otherwise provided in the Company’s MOA or in the appointment contract, the manager shall

## Article (86) Manager's Engagement in Competing Activities
The manager may not, without the consent of the General Assembly of the Company, manage a competing

## Article (87) Responsibility for Preparing Accounts
The manager of the Company shall prepare the annual balance sheet and profit and loss account, shall

## Article (88) Appointment of Supervisory Board
1. If the number of the partners exceeds fifteen [15], the partners shall appoint a supervisory boar

## Article (89) Powers of the Supervisory Board
The supervisory board shall be authorized to scrutinize and examine the books and records of the Com

## Article (90) Liability of Members of the Supervisory Board
Members of the supervisory board shall only be held liable for the acts of the managers if such memb

## Article (91) Rights of Non-Managing Partners
Partners who are not managers of a Limited Liability Company with no supervisory board shall have al

## Chapter Three: General Assembly

## Article (92) Formation and Convention of General Assembly
1. The limited liability company shall have a General Assembly made up of all the partners. The Gene

## Article (93) Service of Notice of General Assembly Meeting
1. With exception of the General Assembly Meeting being postponed due to the lack of quorum in accor

## Article (94) Competences of Annual General Assembly
The General Assembly of a Limited Liability Company shall, at its annual meeting, consider and decid

## Article (95) Attendance of General Assembly Meetings
Irrespective of the number of shares held by him, each partner shall have the right to attend the Ge

## Article (96) Quorum for General Assembly Meeting and Voting on its Resolutions
1. Unless the company's MOA determines a higher percentage, the quorum for a valid meeting of the Ge

## Article (97) Listing a New Issue in the General Assembly's Agenda
The General Assembly may not deliberate on issues that are not listed in the agenda, unless serious

## Article (98) Deliberations on Issues Listed in the General Assembly's Agenda
Each partner shall have the right to discuss the issues listed in the agenda. The managers shall be

## Article (99) Voting to Discharge the Managing Partner
A managing partner may not vote on resolutions to discharge himself from liability for management.

## Article (100) Register of General Assembly Meetings
A minutes adequately summarizing all deliberations of the General Assembly shall be drafted, and the

## Article (101) MOA Amendment, Capital Increase or Reduction
1. Notwithstanding the provision of Article [85] of this Decree Law, the company's MOA may not be am

## Article (102) Auditors of the Company
The Limited Liability Company shall have one or more auditors to be appointed each year by the Gener

## Article (103) Statutory Reserve
The Limited Liability Company shall set aside every year [5%] of its net profits to form a statutory

## Article (104) Applicability of the Provisions of Joint Stock Companies
1. Unless otherwise provided for in this Decree Law, the provisions concerning joint stock companies

## Part Four: Public Joint Stock Companies

## Chapter One: Definition and Incorporation of the Public Joint Company and its

## Article (105) Definition of the Company
A Public Joint Stock Company is a company whose capital is divided into shares of equal value, which

## Article (106) Name of the Company
Every Public Joint Stock Company shall have a trade name, which may not be the name of a natural per

## Article (107) Number of Founders
1. Five or more persons may form a Joint Stock Company. 2. The Federal Government, the Local Governm

## Article (108) Term of the Company
The term of the Company shall be determined in its MOA and AOA. Under a special resolution, such ter

## Article (109) Founders
1. The founder is every person who signs the MOA of the Company and holds a ratio of its share capit

## Article (110) MOA and AOA of the Company
1. The founders shall draft the MOA and AOA of the Company, which shall include the following partic

## Article (111) Shareholder's Compliance with the AOA
1. Subject to the provisions of this Decree Law, the AOA of the Company shall, once the latter is re

## Article (112) Founders Committee
1. The founders shall choose from among themselves a committee to be called the \"Founders Committee\"

## Article (113) Incorporation Procedure before the Competent Authority
1. The Founders Committee shall submit an incorporation application to the Competent Authority, toge

## Article (114) Incorporation Procedures before the SCA
1 . The SCA shall review the MOA and AOA of the company, the economic feasibility of the venture to

## Article (115) Attestation of the MOA
The Founders Committee shall have the MOA duly attested in accordance with the provisions of this De

## Article (116) Amendment of Incorporation Application's Information
The information of the incorporation application may not be amended, at any stage of the incorporati

## Article (117) Founders' Contribution to the Company's Capital
1 .The Founders shall subscribe for shares of the company's issued capital to the extent of the rati

## Article (118) Valuation of In-kind Contributions
1. Founders of the Company may provide in-kind contributions in consideration of their shares in the

## Article (119) Subsequent Valuation of In-kind contributions
The valuation of in-kind contributions following the incorporation process of the Company shall be s

## Article (120) Overvaluation of In-kind contributions
1. If the SCA is convinced that there is any overvaluation or negligence in the valuation of in-kind

## Article (121) Invitation to Public Offering
1. The prospectus shall be signed by the Founders Committee and the board of directors, if applicabl

## Article (122) Entities Authorized to Receive Subscription Applications
1. Subscription applications shall be submitted to a duly licensed entity/ entities in the State, as

## Article (123) Underwriter
1. Without prejudice to the provisions of Article [10] of this Decree Law, the company may have, upo

## Article (124) Subscription Controls and Procedures
1. Subscription shall remain open throughout the duration described in the Prospectus, which may not

## Article (125) Distribution of Shares to Subscribers
If the shares offered for subscription are oversubscribed, the available shares shall be distributed

## Article (126) Allotment of Shares and Return of Excess Amounts
The entities licensed to receive subscription applications shall, upon closure of subscription, take

## Article (127) Subscription by Emirates Investment Authority
Emirates Investment Authority may subscribe for the shares of any Public Joint Stock Company incorpo

## Article (128) Announcement of Non-Incorporation of the Company
If the Company is not incorporated, the SCA shall announce such situation to the public. Such announ

## Article (129) Book Building
Subject to the provisions of Articles [117 and 279] of this Decree Law, the SCA may issue a resoluti

## Article (130) Incorporation Expenses
The Company shall bear all the expenses incurred by the Founders Committee in the course of incorpor

## Article (131) Constituent General Assembly
1. The Prospectus of offering the Company's shares at a Public Offering shall include a call to the

## Article (132) Competences of the Constituent General Assembly
The Constituent General Assembly shall, in particular, consider and decide on the following issues:

## Article (133) Application for Incorporation Certificate
The board of directors of the Company shall, within 10 [ten] business days of the meeting date of th

## Article (134) Issuance of Incorporation Certificate
Once the documents listed in Article [133] of this Decree Law are completed, the SCA shall issue a c

## Article (135) Registration of the Company with the Competent Authority
1. The board of directors of the Company shall, within 10 [ten] business days of the date of issuanc

## Article (136) Notice to The Registrar
The chairman of the Company's board of directors shall, within five [5] business days of the date of

## Article (137) Listing the Company's Shares on the Financial Market
1. The board of directors of the Company that offers its shares at a public offering shall, within f

## Article (138) Acts of the Founders
Once the Company is recorded in the commercial register with the Competent Authority, the effects of

## Article (139) Amendment of MOA or AOA
Subject to the provisions of this Decree Law, the company may, subject to prior consent of the SCA,

## Article (140) Access to Information and Data
1. The Company shall provide on its website a copy of its MOA, AOA and any documents or other inform

## Article (141) Shareholder Register and Company Records
1. Each Company shall keep a register of its shareholders in accordance with the guidelines laid dow

## Article (142) Purchase of Assets during the First Fiscal Year
If, prior to the General Assembly's approval of the company's accounts for the first fiscal year, th

## Chapter Two: Management of the Public Joint Stock Company

## Article (143) Formation of the Board of Directors
1. The management of the Company shall be undertaken by a board of directors. The AOA of the Company

## Article (144) Electing the Directors
1. Subject to the provisions of Article [143] of this Decree Law, the General Assembly shall elect t

## Article (145) Vacant Position of Director
1. If the position of any Director becomes vacant, the board of directors shall, subject to the prov

## Article (146) Voting Mechanism for Directors Election
Each shareholder of the Company shall be entitled to a number of votes equal to the number of shares

## Article (147) Nomination of Directors
No person may be appointed or elected as a Director of the Company unless and until such a person de

## Article (148) Government's Representation in the Board of Directors
Notwithstanding the provisions of Article [143] hereof, the Federal or Local Government may, if it h

## Article (149) Membership of the Boards of Directors of Several Joint Stock Companies
1. No person, in his personal capacity or in his capacity as the representative of a legal person, m

## Article (150) Director's Duty to Disclose Conflict of Interest
1. Every Director of the Company, who may have a common interest or a conflicting interest in respec

## Article (151) Nationality of Directors
Subject to the provision of Article [10] of this Decree Law, any requirements laid down by the Cabin

## Article (152) Prohibited Acts of Related Parties
1. Related parties shall be prohibited from taking advantage of any information that comes to their

## Article (153) Prohibition of Loans to Directors
1. Except for the financial institutions that are subject to the control and supervision of the Cent

## Article (154) Powers of the Board of Directors
The board of directors shall have all the powers specified in the AOA of the Company except those po

## Article (155) Representation of the Company
1. The chairman shall legally represent the Company before the courts and in respect of its relation

## Article (156) Board Meetings
1. The board of directors shall meet at least four [4] times a year at a call by the chairman, unles

## Article (157) Board Resolutions
1. Board resolutions shall be passed by a majority of votes; in the event of equal votes, the chairm

## Article (158) Director's Absence
If any Director fails to attend three [3] consecutive or five [5] intermittent board meetings during

## Article (159) Minutes of Board Meetings
The secretary of the board of directors shall prepare the minutes of meetings, which shall be signed

## Article (160) Appointment of Director as Proxy at Board Meetings
1. The Director may not appoint any other Director as his proxy to attend a board meeting unless so

## Article (161) Liability of the Company for Acts of Board of Directors
The Company shall be bound by the acts duly carried out by the board of directors and shall be liabl

## Article (162) Liability of Board of Directors and Executive Management
1. The directors and executive management officer shall be liable vis-à-vis the company, shareholder

## Article (163) Acts of Directors
The Company shall be bound by the acts of any of its Director vis-à-vis bona fide third parties, eve

## Article (164) Acts Detrimental to the Company's Interests
1. If one or more shareholders holding at least [5%] of the shares of the Company are convinced that

## Article (165) Lawsuit by the Company against Board of Directors
The Company may file a liability lawsuit against its board of directors on the grounds of its errors

## Article (166) Shareholder's Lawsuits
1. Any shareholder may file with the competent court a lawsuit against the company and its board of

## Article (167) Lawsuit against the Related Party
1. Any single shareholder, or all shareholders acting collectively, may file a lawsuit with the comp

## Article (168) Direct Legal Proceedings
Any single shareholder, or all shareholders acting collectively, may file a lawsuit with the compete

## Article (169) Lapse of Liability Lawsuit
Any resolution passed by the General Assembly to discharge the board of directors from liability sha

## Article (170) Removal of Directors
1. The General Assembly may remove all or any of the Directors, even if the AOA of the Company provi

## Article (171) Remuneration of Directors
1. The AOA shall determine the way in which the remuneration of Directors is to be calculated, provi

## Article (172) Invalidity of Resolutions
1. Without prejudice to the rights of bona fide third parties, any resolution issued in violation of

## Chapter Three: General Assemblies of Public Joint Stock Company

## Article (173) Convening the General Assembly
1. The General Assembly of shareholders shall convene, subject to prior approval of the SCA, at the

## Article (174) Notice of General Assembly Meeting
1. Except for the meeting of the General Assembly being postponed due to the lack of quorum, in acco

## Article (175) Valid Notice to Shareholders
If the notice of meeting of the General Assembly is sent prior to the date of the meeting within a p

## Article (176) Shareholders' Request to Call the General Assembly Meeting
1. The board of directors of the company shall call the General Assembly to convene whenever one or

## Article (177) General Assembly Meeting Convoked by Auditor
1 .The board of directors shall call the General Assembly to convene upon the request of the auditor

## Article (178) General Assembly Meeting Convoked by SCA
1. The SCA may instruct the chairman of the board of directors of the company or his representative

## Article (179) Competences of Annual General Assembly
In particular, the annual General Assembly of the Company shall consider and decide on the following

## Article (180) Right to Attend the General Assembly
1. Every shareholder shall have the right to attend the General Assembly and shall have a number of

## Article (181) Supervision of General Assembly Meetings
1. The SCA and the Competent Authority may send one or more controllers on their behalf to attend me

## Article (182) Powers of the General Assembly
1. Subject to the provisions of this Decree Law and the resolutions issued in implementation hereof

## Article (183) Record of General Assembly Meetings
The shareholders shall record their names for the attendance of the meeting of the company's General

## Article (184) Chairmanship of the General Assembly
The chairman of the board of directors of the company or, in his absence, the deputy chairman or, if

## Article (185) Quorum for General Assembly Meetings
Unless the AOA states a higher percentage, the quorum for meetings of the General Assembly shall be

## Article (186) Withdrawal from the Meeting of the General Assembly
If any of the shareholders or their representatives withdraws from the meeting of the General Assemb

## Article (187) Discussion of the General Assembly's agenda
1. Every shareholder attending the General Assembly shall be entitled to discuss the matters listed

## Article (188) Voting on General Assembly's Resolutions
1. Subject to the provision of Article [146] of this Decree Law, voting on the General Assembly's re

## Article (189) Minutes of General Assembly Meeting
1. Minutes shall be drafted for all meetings of the General Assembly. The minutes of every meeting s

## Article (190) Resolutions of General Assembly
1. Resolutions of the General Assembly shall be passed by a majority vote of the shares represented

## Article (191) Implementation of Resolutions of the General Assembly
The chairman of the Company shall implement the resolutions of the General Assembly and shall send a

## Article (192) Review of Minutes of General Assembly Meetings
1. The minutes of meetings of the General Assembly of shareholders shall be kept at the headquarters

## Article (193) Suspension of General Assembly's Resolution
1. Upon the request of shareholders holding not less than [5%] of the Company's capital, the SCA may

## Article (194) No Election of Board of Directors or Appointment of Auditor
1. Subject to the provisions of Article 143 of this Decree Law, if the General Assembly of the Compa

## Chapter Four: Capital of Public Joint Stock Company

## Article (195) Capital of Public Joint Stock Company
The minimum issued capital of a public joint stock company shall be at least thirty million dirhams

## Article (196) Capital Increase
1. Subject to the provisions of this Decree Law, the shareholders are required to approve – under a

## Article (197) Methods of Capital Increase
The share capital of the Company may be increased by any of the following means: 1. Issue of new sha

## Article (198) Share Premium and Share Discount
1. Shares of capital increase of the company shall be issued at a nominal value equivalent to that o

## Article (199) Rights Issue
1. Without prejudice to the provisions of Articles [225], [226], [227], [228], [231], [285] and [299

## Article (200) Subscription For New Shares
1. Subscriptions for newly issued shares shall be governed by the same rules of subscription for the

## Article (201) Distribution of New Shares
1. New shares shall be distributed to the shareholders applying for subscription in proportion to th

## Article (202) Capitalization of the Reserve
Under a special resolution, the reserve may be converted into capital through the issuance of bonus

## Article (203) Conversion of Sukuk or Bonds into Shares
The Bonds or Sukuk shall be converted into shares according to the terms of the prospectus as approv

## Article (204) Capital Reduction
The Capital of the Company may not be reduced without the prior consent of the SCA and the issuance

## Article (205) Methods of Capital Reduction
The Capital may be reduced by any of the following methods: 1. Reducing the nominal value of the sha

## Article (206) Capital Reduction Procedures
1. Upon reducing its capital by any method according to the provisions of this Decree Law, the compa

## Article (207) Capital Increase or Reduction Resolution
The board of directors of the Company shall, within five [5] business days of the effective date of

## Chapter Five: Shares, Bonds and Sukuk

## Article (208) Rights Attached to Shares
1. Unless otherwise provided for in this Decree by Law, the shareholders in the Company shall have e

## Article (209) Nominal Value of Shares
1. Each share shall have a nominal value as specified in the AOA of the Company. 2. Shares may be is

## Article (210) Nature of Shares
Shares shall be of a registered type, and no bearer shares may be issued. Shares shall also be negot

## Article (211) Disposition of Shares
The method and conditions for disposition of shares shall be determined in accordance with the provi

## Article (212) Pledge of Shares
Shares may be pledged by being delivered to the creditor or his representative after the applicable

## Article (213) Transfer of Title to Listed Shares
Title to Company's shares listed on any of the financial markets licensed in the State shall be tran

## Article (214) Transfer of Title to Unlisted Shares
1. Title to Company's shares that are not listed on the financial markets shall be transferred by re

## Article (215) Transfer of Title to Shares by Inheritance, Will or Court Order
1. If title to a share is transferred by way of inheritance or will, the heir or legatee shall reque

## Article (216) Indivisibility of Shares
Every share shall be indivisible. However, if the title to a share is conferred upon several heirs o

## Article (217) Restrictions on Trading Founders' Shares
1. Founders' shares, whether in cash or in kind, may not be traded prior to the publication of the b

## Article (218) Attachment of Shares
The company's property may not be attached on account of a shareholder's debt. However, any sharehol

## Article (219) Shareholder's Failure to Pay Outstanding Share Value
1. If a shareholder in a Joint Stock Company fails to pay any installment on his subscription when i

## Article (220) Discharge of Shareholder
1. The Company may not relieve the shareholder from his obligation to pay the value of a share, and

## Article (221) Treasury Shares
1. The company may not pledge its own shares or purchase such shares unless the purchase is intended

## Article (222) Failure to Record Details in the Share Register
If the name of any person or the number of the shares held by such person is not entered in the Comp

## Article (223) Shareholder's Rights
1. A shareholder in a Joint Stock Company shall have: a. All rights attaching to the share, parti...

## Article (224) Financial Aid
1. It shall not be permitted for the company or any of its subsidiaries to provide financial aid to

## Article (225) Strategic Partner's Contribution
1. Notwithstanding the provisions of Articles [197, 199, 200 and 201] of this Decree Law, the Compan

## Article (226) Conditions of Strategic Partner's Contribution
1. Within three months of the date of the resolution to include a strategic partner as a shareholder

## Article (227) Capitalization of Cash Debts
1. Notwithstanding the provisions of Articles [197, 199, 200 and 201] of this Decree Law, the Compan

## Article (228) Share Incentive Schemes for Company Employees
1. Notwithstanding the provisions of Articles [201, 200, 199 and 197] of this Decree Law, the Compan

## Article (229) Share Certificates
1. Unless, after its incorporation, the company has listed its shares on any of the financial market

## Article (230) Loss or Destruction of Shares, Bonds or Sukuk Certificates
1. If a share, bond or Sukuk certificate is lost or destroyed, the holder of the certificate in whos

## Article (231) Issuance of Bonds or Sukuk
1. It shall be permissible for the company – based upon prior approval of the SCA – to issue negotia

## Article (232) Bonds / Sukuk Issuance Conditions
1. The bonds or Sukuk or any other debt instruments shall be issued only based upon a special resolu

## Article (233) Capital Increase or Reduction after Issuance of Bonds or Sukuk
Once a Special Resolution to issue convertible bonds or Sukuk has been passed, the Company may not,

## Article (234) Profits of Bonds or Sukuk upon Conversion into Shares
Shares received by the holders of bonds or Sukuk that have been converted into shares in the capital

## Article (235) Maturity Date of Bonds and Sukuk
The Company may not advance or defer the maturity date of bonds or Sukuk unless otherwise provided f

## Article (236) Rights of Bond and Sukuk Holders
The rights of holders of Company-issued bonds and Sukuk, which are not offered for public subscripti

## Chapter Six: Finance of Public Joint Stock Company

## Article (237) Preparation of Fiscal Year's Accounts
1. The board of directors of each Joint Stock Company shall prepare accounts for each fiscal year th

## Article (238) Auditing of Fiscal Year's Accounts
1. The auditor shall audit and prepare a report on the accounts for the fiscal year of the Company.

## Article (239) Accounting Practices and Standards
The companies shall apply international accounting practices and standards when preparing their peri

## Article (240) Publication of Annual Financial Statements
The annual financial statements of the company shall be published according to the controls determin

## Article (241) Statutory Reserve
1. [10%] of the net profits of the Company shall be deducted each year and set aside to form a statu

## Article (242) Voluntary Reserve
The AOA of a Joint Stock Company may provide for the allocation of a certain percentage of net profi

## Article (243) Distribution of Profits
1. The General Assembly of the Company shall determine the percentage of net profits to be distribut

## Article (244) Corporate Social Responsibility
1. Subject to prior approval of the SCA, the company may, under a special resolution, decide to allo

## Chapter Seven: Auditors of Public Joint Stock Companies

## Article (245) Appointment of the Company's Auditor
1. Every public joint stock company shall have one or more auditors to be nominated by the board of

## Article (246) Conditions Applicable to Auditors
The board of directors of the SCA shall pass a resolution determining the controls for approving aud

## Article (247) Issuance of Auditor's Report
1. Subject to the provisions of the federal law regulating the audit profession, as amended, the aud

## Article (248) Duties of Company's Auditor
1. The auditor shall audit the accounts of the Company, inspect the balance sheet and the profit and

## Article (249) Confidentiality of Company's Information
The auditor shall keep confidential all Company information that comes to his possession in the cour

## Article (250) Securities Trading Prohibition Applicable to Auditor
The auditor and his staff may not purchase Securities of the Company which he audits, sell such Secu

## Article (251) Contents of the Auditor's Report
1. The auditor shall notify the SCA of any violations of the provisions of this Decree Law or any vi

## Article (252) Contents of the Auditor's Report
The auditor shall read out his report at the General Assembly Meeting in which the Company's balance

## Article (253) Removal of Auditor
1. The Company may, under a resolution of the General Assembly, remove the auditor. 2. The chairman

## Article (254) Resignation of Auditor
1. The auditor may resign during his term of office by serving a written notice upon the Company and

## Article (255) Liability of Auditor
The auditor shall be liable vis-à-vis the Company for his audit and the accuracy of the information

## Article (256) Liability Lawsuit against Auditor
A liability lawsuit instituted against the Company's auditor shall be time barred upon the lapse of

## Part Five: Private Joint Stock Companies

## Article (257) Incorporation of Private Joint Stock Company
1. A private joint stock company is a company where the number of the shareholders is at least two.

## Article (258) Capital
1. The issued Capital of the Company shall not be less than [AED 5,000,000] five million dirhams and

## Article (259) Founders Committee
1. The founders shall choose from among themselves a committee consisting of at least two members to

## Article (260) Submission of Incorporation Application to the Competent Authority
1. The Founders Committee shall submit the incorporation application to the Competent Authority, tog

## Article (261) Submission of Incorporation Application to the Ministry
1. An incorporation application shall be filed with the Ministry, together with the Competent Author

## Article (262) Share Register Secretariat
1. Private Joint Stock Companies shall maintain a register showing the names of the shareholders, nu

## Article (263) Certificate of Incorporation
1. The Founders Committee, or its representative, shall apply to the Ministry for an incorporation c

## Article (264) Business License of the Company
1. The board of directors of the Company shall, within five [5] business days of the date of an inco

## Article (265) Transfer of Shares
1. Title to shares shall be transferred by recording the transfer with the Share Register Secretaria

## Article (266) Restrictions on the Transfer of Ownership of the Company's Shares
1. The ownership of the shares of a Private Joint Stock Company may not be transferred before the pu

## Article (267) Application of the Provisions Governing the Public Joint Stock Company
Save for the provisions on public subscription, and in respect of matters not specifically provided

## Part Six: Holding and Subsidiaries Companies and Mutual Funds

## Chapter One: Holding Companies

## Article (268) Definition of the Holding Company
1. A holding company is a Joint Stock Company or a Limited Liability Company that sets up subsidiari

## Article (269) Objects of the Company
1. The objects of a holding company shall be limited to the following: a. To hold shares or equit...

## Article (270) Accounting Records to be Kept by Subsidiaries
A holding company shall take appropriate measures to ensure that subsidiaries maintain adequate acco

## Article (271) Subsidiary
1. A Company shall be classified as a subsidiary of a holding company under any of the following con

## Article (272) Fiscal Year of the Holding Company
The holding company shall, at the end of every fiscal year, prepare a consolidated balance sheet, pr

## Chapter Two: Mutual Funds

## Article (273) Establishment of Mutual funds
1. Mutual funds shall be established in accordance with the terms and conditions set out in a resolu

## Article (274) Legal Personality of the Fund
The mutual fund shall have its own legal personality, legal form and independent financial liability

## Part Seven: Conversion, Merger, Divestiture and Acquisition of Companies

## Chapter One: Conversion of Companies

## Article (275) Principle of Company Conversion
1. Any company may be converted from one form to another while retaining its legal personality, in a

## Article (276) Conversion of a Company into any other Legal Form
1. Subject to the provisions of Article [299] of this Decree Law, a Public Joint Stock Company may b

## Article (277) Conversion into a Public Joint Stock Company
Subject to the provisions of Article [275] of this Decree Law, the following conditions apply for co

## Article (278) Supporting Documents for Conversion into a Public Joint Stock Company
1. Any Company may be converted into a Public Joint Stock Company, based on an application filed usi

## Article (279) Announcement of the Conversion Resolution
1. The Company shall announce the conversion resolution in two daily newspapers issued in the State;

## Article (280) Objection to the Conversion Resolution
1. A partner or shareholder that opposes the conversion resolution may withdraw from the Company and

## Article (281) Sale of Ratio of the Company's Shares and Increase of its Capital upon Conversion
1. The company, wishing to convert into a public joint stock company after the SCA's approval has be

## Article (282) Notification of the Conversion Resolution
Subject to the provisions of Article [276] of this Decree Law, the Company shall submit a copy of th

## Article (283) Results of Conversion
1. Upon conversion, each partner or shareholder shall have a number of shares or equity stake in the

## Article (284) Annotation of Conversion
1. Upon approval of the conversion resolution by the Ministry or the SCA, as applicable, and the Com

## Chapter Two: Merger

## Article (285) Merger
1. Notwithstanding the provisions of Articles [199, 200 and 201], the Company may, under a special r

## Article (286) Merger Agreement
The merger agreement shall set out the conditions and method of merger, particularly the following:

## Article (287) Presentation of the Merger agreement to the General Assembly
1. The Directors or managers of every merged and merging Company shall present the draft merger agre

## Article (288) Merger of Holding Companies and Subsidiaries
1. A holding company may merge with one or more of its wholly owned companies as a single Company wi

## Article (289) Redemption of Shares' Value
1. Save for joint stock companies, partners and shareholders who oppose the merger resolution may re

## Article (290) Notice of Merger Resolution to Creditors
Every merging Company or merged Company shall notify its creditors within 10 [ten] business days aft

## Article (291) Opposition to Merger
1. A creditor that gives notice of opposition to the Company under Clause [4] of Article [290] of th

## Article (292) Approval of Merger
1. Upon approval of the merger resolution by the Ministry or the SCA, as applicable, the Registrar s

## Article (293) Results of Merger
Merger shall entail that the merged company or companies shall cease to exist as a corporate entity

## Chapter Three: Company Divestiture

## Article (294) Company Divestiture
1. Without prejudice to all legal rules and procedures regulating the incorporation of companies, th

## Article (295) Types of Divestiture
1. The divestiture shall be horizontal when the shares of the new companies are held by the same sha

## Article (296)
The company's board of directors shall draw up the detailed draft divestiture plan, particularly the

## Article (297)
The company's board of directors shall obtain no objection from the Ministry or SCA, as the case may

## Article (298)
Shares of the parent company shall be issued after the amendment is made, while shares of the new co

## Chapter Four: Acquisition

## Article (299) Acquisition
1. Any person or an associated group – as determined by the resolution issued by the SCA in this res

## Article (300) Breach of Acquisition Rules and Procedures
Without prejudice to the right of the aggrieved parties to have recourse to the courts, if it is est

## Article (301) Publication of Acquisition Resolution
The company shall publish the acquisition on both the company's website and the financial market's w

## Part Eight: Termination of the Company's MOA

## Chapter One: Reasons for Termination of Companies

## Article (302) General Reasons for the Termination of Companies
Subject to the provisions on termination of companies, a Company shall be dissolved for any of the f

## Article (303) Dissolution of General Partnership and Limited Partnership
Without prejudice to the rights of third parties, and subject to the provisions of this Decree Law a

## Article (304) Continuation of General Partnership or Limited Partnership by Mutual Agreement
1. Where no provision is made in the MOA of the General Partnership or the Limited Partnership for i

## Article (305) Court Judgment Dissolving General Partnership or Limited Partnership
1. A court judgment may be issued to dissolve a General Partnership or Limited Partnership upon the

## Article (306) Dissolution, Liquidation or Suspension of Activities of a One Person Company (OPC)ا
1. The One Person Company (OPC) shall be dissolved upon the death or termination of the founding nat

## Article (307) Death or Withdrawal of Partner of a Limited Liability Company
The death of a partner in a Limited Liability Company or his withdrawal by a judgment of interdictio

## Article (308) Losses of Limited Liability Company
1. If the losses of a Limited Liability Company reach 50% of the Capital, the managers thereof shall

## Article (309) Losses of Joint Stock Company
1. If the cumulative losses of a joint stock company reach half of its issued capital, the board of

## Article (310) Deregistration of the Company
1. Without prejudice to the situations provided for in this Decree Law or in any other law, if the M

## Article (311) Suspension of the Company's Registration
1. Without prejudice to the cases set forth in this decree law or any other law, if the Ministry, SC

## Article (312) Notice of Dissolution to Competent Authority and Registrar
1. The entity responsible for managing the Company shall notify the Competent Authority and the Regi

## Article (313) Registration of Dissolution of the Company
The managers, board chairman or liquidator of the Company, as applicable, shall have the dissolution

## Chapter Two: Liquidation of Company and Distribution of Assets

## Article (314) Provisions Applicable to Liquidation
Unless the MOA or AOA of the Company provides a specific procedure for liquidation or the partners a

## Article (315) Termination of Powers of Managers or Board of Directors
The powers of the managers or the board of directors shall cease to exist upon dissolution of the Co

## Article (316) Appointment of Liquidator
1. Liquidation shall be conducted by one or more liquidators appointed by the partners or by resolut

## Article (317) Multiple Liquidators
If there is more than one liquidator, their acts shall be valid only if there is unanimous consent,

## Article (318) Resolution Appointing a Liquidator
The liquidator shall enter the resolution appointing him and the agreement of the partners or the re

## Article (319) Removal of Liquidator
1. The liquidator shall be dismissed in the same way as he was appointed. Any resolution or court or

## Article (320) Inventory Check of Assets and Liabilities of Company
The liquidator shall, immediately after his appointment, conduct an inventory check of all the asset

## Article (321) Preparation of List of Assets and Liabilities of the Company
The liquidator shall prepare a detailed list of the assets and liabilities of the Company and its ba

## Article (322) Duties of the Liquidator
The liquidator shall do all that is necessary to preserve the assets and rights of the Company and c

## Article (323) Liquidator's Representation of the Company
The liquidator shall do all acts necessary for the liquidation and in particular represent the Compa

## Article (324) Notice of Liquidation to Creditors
All debts of the Company shall become immediately payable upon its dissolution. The liquidator shall

## Article (325) Settlement of Company's Debts
If the assets of the Company are not sufficient to settle all debts, the liquidator shall pay part o

## Article (326) Depositing Debts with the Court Treasury
If some creditors fail to present their claims, their debts shall be deposited with the treasury of

## Article (327) New Business Activities of the Company
The liquidator may not commence new business activities of the Company except those required to comp

## Article (328) Liquidation Period
The liquidator shall complete his mandate within the period specified in the document appointing him

## Article (329) Submitting Temporary Account Statement on Liquidation
The liquidator shall, on a quarterly basis, submit to all the partners or to the General Assembly a

## Article (330) Final Account of Liquidation
1. The liquidator shall, upon completion of liquidation work, submit to the partners or to the Gener

## Article (331) Acts of the Liquidator
The Company shall be bound by acts performed by the liquidator in the context of liquidation insofar

## Article (332) Liability of the Liquidator
The liquidator shall be liable if the Company's affairs are mismanaged in the liquidation. The liqui

## Article (333) Distribution of Company's Assets
1. Assets of the Company resulting from liquidation shall be distributed among the partners after se

## Article (334) Time Bar for Liability Lawsuit
1. In case of the denial and lack of legitimate excuse, legal proceedings arising as a result of the

## Part Nine: Foreign Companies

## Article (335) Foreign Companies Governed by this Decree Law
Without prejudice to the special agreements between the Federal Government, any Local Government or

## Article (336) Practice of Foreign Company's Business
1. Save for foreign companies licensed to operate in free zones in the State, foreign companies may

## Article (337) Foreign Company Registration Procedures
1. No foreign Company may conduct its operations in the State unless it has been entered in the Mini

## Article (338) Balance Sheet of Foreign Company
Save for representative offices, foreign companies and their branches shall have an independent bala

## Article (339) Representative Offices
1. Foreign companies may establish representative offices to conduct market studies and research pro

## Part Ten: Oversight and Inspection of Companies

## Article (340) Oversight of Companies
1. Subject to the jurisdiction of the Central Bank, the Ministry, the SCA and the Competent Authorit

## Article (341) Inspection Regulations
The Minister shall issue inspection regulations for Private Joint Stock Companies, while the board o

## Article (342) Application for Company Inspection
1. Subject to the provisions of Articles 333 and 334 of this Decree Law, shareholders holding at lea

## Article (343) Facilitation of Inspectors' Work
Subject to the provisions of Article [340] of this Decree Law, the Chairman, CEO, Director General,

## Article (344) Inspection Report
1. Subject to the provisions of Articles 342 and 341 of this Decree Law, the inspectors shall, after

## Article (345) Publication of Inspection Findings
If the Ministry or the SCA, as applicable, is convinced that the allegations attributed by the appli

## Part Eleven: Offences and Penalties

## Article (346) Providing Information that is False or Contrary to Law
A penalty of imprisonment sentence ranging from six [6] months to three [3] years and / or a fine be

## Article (347) Overvaluation of In-Kind Contributions
A person who, in bad faith, valuates the in-kind contributions of founders or shareholders above the

## Article (348) Distribution of Profits or Interests in Violation of the Law
Any manager or Director that distributes to shareholders or others profits or interest in violation

## Article (349) Concealment of True Financial Position of the Company
Any manager, director, auditor or liquidator that deliberately gives false information in the balanc

## Article (350) Misstatement of Facts in Inspection Report
A penalty of imprisonment sentence ranging from three [3] months to two [2] years and / or a fine be

## Article (351) Intentional Harmful Action Against Company by Liquidator
Any liquidator that intentionally takes harmful action against a Company or its shareholders, partne

## Article (352) Issue of Securities in Violation of this Decree Law
Whoever issues shares, subscription receipts, interim certificates or bonds or offers them for tradi

## Article (353) Providing a Loan, Guarantee or Security
A penalty of imprisonment sentence for up to three [3] months and / or a fine between AED 100,000 [o

## Article (354) Disclosure of Company's Secrets
A penalty of imprisonment sentence for up to six [6] months and / or a fine between AED 50,000 and A

## Article (355) Manipulating Securities Prices
The chairman, Director or other employee of a Company who participates, directly or indirectly, with

## Article (356) More Severe Penalties
The penalties provided for in this Decree Law shall be without prejudice to any more severe penalty

## Article (357) Criminal Proceedings
Any criminal proceedings for the offences committed by the Company under this Decree Law shall be in

## Article (358) Judicial Officer Capacity
Officers nominated by a resolution of the Minister of Justice in agreement with the Minister and in

## Part Twelve: Transitional and Final Provisions

## Article (359) Adjustment of Affairs
1. Existing companies that are subject to this Decree Law shall have one year of the date of entry i

## Article (360) Delegation
Based upon the proposal of the Minister and the approval of the Competent Authority, the Cabinet may

## Article (361) Guidelines for Company Incentives
The Cabinet shall issue the guidelines for encouraging companies to perform its corporate social res

## Article (362) Regulations of Administrative Penalties
The Cabinet shall issue the Regulations on Administrative penalties for acts committed in violation

## Article (363) Issuance of Executive Regulations and Resolutions
The executive regulations and resolutions of Federal Law No. [2] of 2015 concerning commercial compa

## Article (364) Repeals
The above-cited Federal Law No. 2 of 2015, as well as any provision that goes against or conflicts w

## Article (365) Publication and Entry into Force
This Decree Law shall be published in the Official Gazette and shall enter into force as of January
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