The Dubai International Financial Centre (DIFC) has reinforced its position as one of the world’s top financial and business centres, introducing changes to its companies regime and enhancing the ease of doing business in the centre. On 12 November 2018, the DIFC has issued amongst other laws and regulations, the DIFC Companies Law No. 5 of 2018 (Companies Law 2018), repealing the previous Companies Law No. 2 of 2009 (Previous Law). The changes are anticipated to provide greater flexibility for small and medium-sized private companies and reinforce corporate governance requirements for all DIFC companies.

What has changed?

  1. Companies recognized in the DIFC

The Companies Law 2018 no longer recognizes companies limited by shares (LTDs) and limited liability companies (LLCs). It instead introduces public company and private company as the types of companies recognized under the new law. In addition, the¬† “recognized company”, which refers to a branch of a foreign company, remains as a legal form under the new law.

The DIFC Registrar of Companies (ROC) will automatically convert LLCs to private companies, and LTDs to either private or public companies, depending on their share capital, public listing status and number of shareholders.

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To speak to us about any matters relating to the DIFC, please feel free to contact one of the lawyers below, or your usual Baker McKenzie contact.

Author

Omar Momany is the Head of the UAE Corporate/M&A practice of Baker McKenzie Habib Al Mulla, based in Dubai. With over 15 years' experience in the Middle East, Omar focuses on public and private mergers and acquisitions, corporate restructurings, corporate governance, joint ventures, commercial matters and corporate/shareholders' disputes in the UAE and throughout the region.

Author

Rony Eid is a counsel in Baker McKenzie Habib Al Mulla, based in Dubai. With over 18 years' experience in the Middle East (including nine years in the UAE), he specializes in corporate and commercial transactions, foreign direct investments, mergers and acquisitions, reorganization of companies and regulatory matters. Rony also advises on the incorporation and structuring of companies in the UAE including within Dubai's free zones.

Author

Mazen Boustany is the UAE Head of the Financial Regulatory, Policy & Legislative Group of Baker McKenzie Habib Al Mulla, based in Dubai. He has over 22 years' experience in banking and finance law in the Middle East, including financial services regulation, Islamic finance, structured finance, securitisation, private equity, financial structuring and restructuring, cross-border transactions and investment funds. Mazen has helped draft many of the financial regulations for the UAE Central Bank and Ministry of Finance.

Author

Matthew Shanahan is a partner in Baker McKenzie Habib Al Mulla's UAE Banking & Finance practice, based in Dubai. He has over twenty years of experience of financial services regulators and financial services regulatory regimes in the UK and Middle East. Matthew advises on all aspects of financial services regulation, including fintech, financial markets, anti-money laundering, investigations and data protection, and has full rights of audience in the DIFC Courts.

Author

Andrew Mackenzie is the UAE Head of the International Arbitration and Construction practices of Baker McKenzie Habib Al Mulla, based in Dubai. He specialises in international arbitration law, with a particular focus on construction, energy, technology and financial institution disputes. Andrew has been based in the UAE for over 10 years and also has full rights of audience in the DIFC courts. He has advised on complex commercial disputes under a variety of civil and common law systems from across MENA and Africa, tried cases in all of the major arbitration forums (both treaty-based and commercial) and also sits as an arbitrator.

Author

Andrew Massey is a senior associate at Baker McKenzie Habib Al Mulla, specializing in arbitration across a variety of industry sectors, including construction, real estate, insurance and general commercial disputes. He has experience in conducting arbitrations under leading arbitration institutions, including DIAC and DIFC-LCIA, and in disputes before the DIFC Courts, the ADGM Courts and the Dubai World Tribunal.

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