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The Dubai International Financial Centre (“DIFC”) has introduced a new companies regime under its new Companies Law (DIFC Law No. 5 of 2018), Operating Law (DIFC Law No. 7 of 2018), Companies Regulations and Operating Regulations (“New Legislation”) all of which came into effect on 12 November 2018.
Under the new regime, private DIFC companies will be subject to significantly less stringent governance requirements which will allow them to focus primarily on the commercial side of doing business.
The historical uncertainty about the scope of powers and responsibilities of directors is no more as the new legislation specifically prescribes these.
Not only are the provided solutions more suitable for businesses interested in actively growing their business but, they are also more transparent as to what is required of officers of DIFC companies.
The new pieces of legislation replace the former Companies Law (DIFC Law No. 2 of 2009) and its operating regulations.
Companies Law and Regulations
The key changes to the former regime introduced under the Companies Law and Regulations are as follows:
Operating Law and Regulations
The New Legislation has been long awaited by a wide variety of international and regional parties. These include medium and small size private companies limited by shares, their shareholders and directors, as well as legal and financial professionals advising entities considering the DIFC as its jurisdiction to operate from or those already operating in the DIFC.
While the scope of the Legislative changes is broad, in general the changes seem to be aimed at giving more flexibility to the Companies operating in the DIFC and relying more on their internal checks and balances and the prudence of the board of directors whilst prescribing a robust sanctions regime should the Companies not comply with DIFC law.
Similarly to some other jurisdictions globally, the ROC’s role will be to supervise and monitor DIFC law compliance by the Companies rather than overregulate the day-to-day operation.
Examples of provisions that indicate the above are allowing for one director only to manage an Ltd., abandoning the requirement that a Company file the initial allotment of shares notification with the ROC whilst introducing, on a statutory basis, a list of duties and responsibilities of directors of a Company.
Our team will be delighted to assist you in registering and securing ongoing compliance of a Company by:
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