You will need to start considering your constitutive documents
and existing governance mechanics.
As you may be aware the existing UAE Commercial Companies Law
(Federal Law No. 8 of 1994 concerning commercial companies) is
intended to be repealed in its entirety shortly and replaced with a
new set of provisions. The new Commercial Companies Law
("Proposed CCL") will impose a variety of new
requirements in relation to corporate law in the UAE and will
affect the broad spectrum of corporate entity established in the
UAE including companies owned by the Federal Government and the
Government of Dubai, companies wholly owned by UAE nationals and
foreign persons, those Free Zones Companies which will be permitted
to operate outside of their Free Zone, limited liability companies
and public and private joint stock companies.
The Proposed CCL is also likely to affect the duties and
responsibilities of directors and managers as well as implementing
changes in relation to accounting procedures and general corporate
governance measures.
We have reviewed the Proposed CCL and we are fast developing an
understanding on how the proposed new laws will affect our client
base. In particular we note that Article 380 of the Proposed CCL
provides:
"Existing companies to which the provisions of
this law apply must amend their memorandum and articles of
association so as to comply with the provisions of the law within a
period not exceeding one year from the date the provisions come
into force. ..."
Further the Proposed CCL states that in the event a company does
not comply with this provision, the company will be deemed to be
dissolved.
Given such dire consequences, it will very shortly
become critical for corporate and commercial clients to consider
their constitutive documents and existing governance mechanics.
Early consideration and preparation for these new laws will ensure
that any adverse operation consequences are avoided.
We will continue to update you as and when these new laws come
into effect and will also be holding a seminar where we shall
provide detailed briefing documents.
Footnotes
1.General Electric Co. v. Int'l Trade Comm'n, 2012
LEXIS 13829 (July 6, 2012).
2.19 C.F.R. § 210.42(h).
3.28 U.S.C. § 1295(a)(6).
4.See Beloit Corp. v. Valmet OY, 742 F.2d 1421, 1423 (Fed.
Cir. 1984).
5.General Electric Co. v. Int'l Trade Comm'n, 670
F.3d 1206, 1220 (Fed. Cir. 2012).
6.General Electric Co. v. Int'l Trade Comm'n, 2012
LEXIS 13829 at *1.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
Specific Questions relating to this article should be addressed directly to the author.
British Virgin Island and Cayman Islands companies have been a popular choice of investment vehicle for Hong Kong and Chinese companies and individuals.
The European Securities and Markets Authority has published final guidelines on remuneration of alternative investment fund managers, designed to prevent conflicts of interest arising that could lead to managers taking on excessive risk to the detriment of their investors.
Confidentiality of corporate documents and information is one of
the key attractions of incorporating a company in the BVI. A
company search of the BVI Registrar of Corporate Affairs will only
disclose certain information and documents.
LLCs are one of the most popular vehicles for carrying out
business in the UAE outside of the Free Zones where the business
activity does not involve banking, insurance or investment (where
another corporate vehicle is required).
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