UAE allows full foreign ownership of commercial companies

WAM

The UAE's President His Highness Sheikh Khalifa bin Zayed Al Nahyan has approved amendments to the country's Commercial Companies Law, allowing foreign nationals full ownership of companies.

The changes will allow foreign entrepreneurs and investors to fully establish and own onshore companies without an Emirati national as the majority shareholder.

Foreign companies can also open their branches in the UAE without a local agent.

As per the latest decree, some of the provisions and rules for limited liability and shareholding companies have been reorganised, while the Federal Decree Law No. 19 of 2018 regarding foreign direct investment has been cancelled.

The changes are aimed at improving the UAE's position regionally and globally as an attractive destination for investments and projects.

  • The decree grants relevant local authorities a set of powers, including setting a specific percentage of Emiratis in the capital allocation and boards of directors of companies, approving requests to establish companies - except for joint-stock companies - and identifying fees & charges according to the policies adopted by the UAE Cabinet.
  • Significant changes include that firms wishing to become joint-stock companies can, after the approval of relevant authorities, sell no more than 70 pct of the company, instead of the current 30 pct, through IPOs.
  • The decree authorises the cabinet to set up a committee that includes representatives of the relevant authorities with a view to proposing activities of "strategic impact" and the measures required to licence companies that operate in such areas. Upon the recommendation of the committee, the Cabinet will stipulate what activities shall be considered of strategic impact and the required measures for licensing such companies.
  • Electronic voting at general assembly meetings is now permitted under the new amendments.
  • The decree empowers the Securities and Commodities Authority to establish the controls and procedures required for evaluating in-kind shares and the names of stakeholders attending the general assembly meetings of companies. It also allows the appointment of board members who have the expertise and are not stakeholders, without stipulating a specific percentage, as well as the dismissal of a chairman or any other board members if a judicial judgement is issued against them for committing fraud or misuse of power.
  • The decree enables stakeholders to sue a company in civil court over any failure of duty that results in damages.
  • Concerning capital increases or decreases in public companies, the decree enables the company to approve its capital increase through issuing bonds and converting them into shares.

 

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