How to comply with the New DIFC Companies Regime

Watch a short video by Noff Al Khafaji, Associate here highlighting some key benefits of the new DIFC companies regime.

Further to our latest alert regarding the introduction of the new companies regime (“New Legislation”) enacted on 12 November 2018 (“Enactment Date”), new and existing DIFC companies must now comply with the New Legislation.

Please note that this alert does not apply to public companies limited by shares.

Steps for Companies to Take

1. Limited Liability Companies (“LLC”)
   Each LLC will be converted into a company limited by shares. The DIFC Registrar of Companies (“ROC”) will automatically implement the change of legal form and company name on the public company register.
2. Private Company Limited by Shares (“LTD”)
   All existing LTDs and all LLC’s that have been converted into LTDs will need to do the following:
   • Articles of Association: Voluntarily, upon license renewal, amend the articles of association to comply with the New Legislation.In the event amendments are made to the articles without notifying the DIFC within thirty (30) days from the date in which the amendments are made, the LTD will be subject to a fine of USD 5,000.
   • Confirmation Statement: Mandatorily complete the confirmation statement on the DIFC portal, and appointment of the manager/CEO/managing director or equivalent.In the event of a failure to submit the application within thirty (30) days from the license expiry date, the LTD will be subject to a fine of USD 10,000.
   • Ultimate Beneficial Ownership (“UBO”): Mandatorily submit UBO information on the DIFC portal within ninety (90) days from the Enactment Date and maintain a UBO register, to be updated within thirty (30) days of any change to the UBOs.In the event of a failure to comply with the UBO Regulations, the LTD will be subject to a fine of USD 25,000.
   • Nominee Directors: Mandatorily within thirty (30) days of the appointment of nominee directors (if any), issue and maintain a register of nominee directors.In the event of a failure to comply with the requirement, the LTD will be subject to a fine of USD 25,000.

How we can help

In line with the New Legislation, our team will be delighted to assist you in registering and securing ongoing compliance of an LTD by:

1. revising the articles of association;
2. assisting with the DIFC notifications, e.g. confirmation statement, UBO register, nominee directors register and other portal applications; and
3. advising you in relation to any other DIFC matters or a corporate nature.

Key contacts:

Izabella Szadkowska
Partner

Noff Al Khafaji
Associate