Company’s Articles of Association (AoA) and Memorandum of Association (MoA)

The provisions under Federal #Law No. 2 of 2015, as amended (“CCL 2015”), has been abrogated and replaced by the Federal Decree-Law No.32 of 2021 on #Commercial #Companies (“CCL 2021”). The #CCL 2021 came into force on 02nd January, 2022.

All the #mainland companies except for certain #jurisdictions where their own #freezone laws are applicable must amend their constitutional documents to comply with the CCL 2021. Companies that fail to do so may be subject to a fine and, it may not be possible for such companies to make notifications nor make any changes to the company unless they duly incorporate the changes as mentioned under the new CCL 2021.

Companies need to adhere to the required #notice periods, detailed agenda information and quorum for a valid meeting. To be in #compliance with the CCL 2021, Companies should review procedures and preferred #technologies for #shareholder virtual meetings. Companies may wish to include clear requirements in their #ArticlesofAssociation in relation to calling and holding company meetings. Further, companies must ensure that such changes are in accordance with the CCL 2021.

From a general reading of the CCL 2021, it indicates that there is more room for M&A transactions as the foreign investment rules have been further relaxed. This can reaffirmed the notion that #UAE is a promising jurisdiction for #investors to make a breakthrough in the market.

CCL 2021 provides companies a one (1) year deadline to comply with the new provisions under the CCL 2021. The deadline to make such changes are 02nd January, 2023.

For services related to AoA/MoA amendment and corporate and commercial advisory, business set-up, contact Hani Al Jasmi Advocates and Legal Consultants at 042957744.

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