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the existing UAE Commercial Companies Law (Federal Law No. 8 of 1994 concerning commercial companies) is intended to be repealed in its entirety shortly and replaced with a new set of provisions.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.
