Through a recent decision TECOM has legally recognised the
principal of "transfer of incorporation". Amongst the
free zones, TECOM would be the second free zone to adopt this: DIFC
already has the principle embedded in the DIFC Company Law No. 3 of
2006.
A foreign company interested in transferring its registration as a
corporate entity to TECOM can now do so if it is authorised by the
laws of the jurisdiction in which it is incorporated. The company
can apply to the registrar in TECOM for the continuation of such
foreign company as a company registered in TECOM.
A summary of the procedure prescribed for the transfer is as
follows:
- The foreign company shall apply to the registrar in the form prescribed by TECOM.
- The application for continuation shall include all information and documents required by the registrar, which may include resolutions, certifications, declarations, confirmations, opinions, authorizations and clearances; the application shall be accompanied by the relevant fees prescribed by the TECOM.
- If the registrar approves the application for continuation, TECOM shall issue a provisional certificate of continuation on such terms and conditions as it considers appropriate.
- The applicant shall, within three (3) months of the date of issue of the provisional certificate of continuation, file with the registrar the certificate reflecting that it has ceased to be incorporated under the laws of the jurisdiction of the foreign company's incorporation and return the provisional certificate of continuation to the registrar, upon which TECOM shall issue a final certificate of continuation on such terms and conditions as it considers appropriate.
- The final certificate of continuation shall be effective from the date of continuation stated in the provisional certificate of continuation.
From the date of continuation stated in the provisional certificate of continuation or final certificate of continuation:
- The certificate of continuation shall be treated as the certificate of incorporation of the company;
- The memorandum of continuation and articles of continuation shall become the memorandum and articles of association of the company; and
- The foreign company shall become a company to which the regulations of TECOM shall apply as if it had been incorporated as a company under the companies regulations applicable in TECOM.
Upon issuance of a certificate of continuation it shall:
- Continue to have all the property, rights and privileges and be subject to all the liabilities, disabilities and debts that it had before the continuation; and
- Remain a party in any legal proceedings commenced in any jurisdiction in which it was a party before the continuation.
Adoption by TECOM of the principle of "transfer of registration" is another step by the government to bolster its continuing policy of sustaining Dubai's position as the most attractive destination in the region for setting up corporate presence.
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.
