UAE Corporate / Commercial LawLaw No. (13) of 2011 Regulating the Conduct of Economic Activities in the Emirate of Dubai

Article (2) The following words and expressions, wherever mentioned in this Law, will have the meaning indicated opposite each of them unless the context implies otherwise: UAE: The United Arab Emirates. Emirate: The Emirate of Dubai. Executive Council: The Executive Council of the Emirate of Dubai. DED: The Department of Economic Development. Director General: The director general of the DED. Economic Activity: Any commercial, industrial, artisan, occupational, agricultural, service, or other for-profit activity authorised in the Emirate in accordance with the legislation in force. Competent Entity: Any local or federal authority responsible for regulating one or more Economic Activities pursuant to the legislation in force. Business: Any company or sole proprietorship licensed to conduct an Economic Activity in the Emirate, excluding businesses licensed in free zones. Establishment: A Business owned by a natural person for the purpose of conducting an Economic Activity in the Emirate, whose legal personality is not distinct from its owner and whose financial liability is associated with such owner, being the person responsible for all its financial obligations towards third parties. Licence: A document authorising a Business to conduct an Economic Activity.

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Law No. (13) of 2011 Regulating the Conduct of Economic Activities in the Emirate of Dubai Page 3 of 12 Commercial Authorisation: A document issued by the DED authorising a Business to conduct a Marketing Activity. Marketing Activity: An activity conducted by a Business to market its products and services through commercials, advertising boards, clearance offers, sale, promotional campaigns, exhibitions, conferences, or other marketing activities. Occupational or Artisan Activity: An activity conducted by one or more natural persons who rely on their physical or intellectual efforts or use certain tools and equipment to perform such activity with a limited capital. Business Incubators: A range of services and facilities, and technical, administrative, and advisory support provided by a Competent Entity for a specific period with a view to encouraging the establishment and development of small and medium-size enterprises. Objectives of the Law

Article (3) This Law aims to: 1. regulate the conduct of Economic Activities in the Emirate and create a pro-investment environment in various economic areas in the Emirate; 2. create a “single window” for coordinating between Competent Entities to fulfil the requirements for licensing Economic Activities in the Emirate; 3. create the optimum environment for the conduct of business in the Emirate, and boost the economic growth of the Emirate; 4. develop the economic environment of the Emirate by relying upon accurate and transparent information and providing such information through latest technology to enable various Businesses to benefit from the same; and 5. contribute to marketing and promotional plans, raise economic and investment awareness, and identify the investment opportunities available in the Emirate. Functions of the DED

Article (4) For the purpose of achieving the objectives of this Law, the DED will regulate the conduct of Economic Activities in the Emirate, and may in particular: 1. establish the necessary rules to regulate granting the Licences required to conduct Economic Activities in the Emirate, and determine the details and validity of these Licences and the

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Law No. (13) of 2011 Regulating the Conduct of Economic Activities in the Emirate of Dubai Page 4 of 12 method to modify such details, in accordance with the legislation in force and in coordination with the Competent Entities; 2. regulate the registration of Businesses in the Commercial Register; 3. register and maintain the trade names of Businesses; 4. in coordination with the Competent Entities, license Economic Activities in the Emirate in accordance with applicable laws, regulations, and bylaws; 5. determine and classify the Economic Activities authorised in the Emirate in line with the latest internationally recognised standards, and regularly develop and update the same in accordance with the Economic Activity needs and economic development requirements of the Emirate; 6. issue Commercial Authorisations to conduct Marketing Activities in accordance with the conditions and rules adopted by the DED in this respect; 7. regulate and determine working hours for Businesses operating in the Emirate in accordance with the rules adopted by the DED in this respect; 8. perform intellectual property audit and inspection, combat commercial fraud, and manage commercial protection and consumer protection processes in the Emirate; and 9. perform audit and inspection of Businesses licensed to conduct Economic Activities in the Emirate to verify compliance with the terms of their Licences. Classification of Economic Activities

Article (7) a. A Business will be licensed in the Emirate in accordance with the following procedures:

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Law No. (13) of 2011 Regulating the Conduct of Economic Activities in the Emirate of Dubai Page 5 of 12 1. An application for a Licence will be submitted to the DED on the relevant form prescribed by the DED. 2. The DED will, in coordination with the Competent Entities, consider the application to verify that it complies with all provisions and conditions regulating the Economic Activity applied for and the legal form of the Business to be licensed. 3. The DED will determine the application for Licence in accordance with the rules and conditions adopted in this respect, the legislation in force in the Emirate, and the exigencies of public interest. b. The DED will issue the bylaws required to regulate the procedures for submitting and determining Licence applications, including the documents to be submitted, the approvals to be obtained from Competent Entities, and the time frames prescribed for determining applications. Term of Licence

Article (10) a. A Business owner may not change the legal form of a Business, modify the Licence details, or dispose of the Licence in any legal manner without first obtaining the approval of the DED and Competent Entities. b. The DED will, in any of the following cases, publish any modifications related to the Licence at the expense of the Business owner in at least one daily newspaper published in the Emirate: 1. change of the legal form of the company;

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Law No. (13) of 2011 Regulating the Conduct of Economic Activities in the Emirate of Dubai Page 6 of 12 2. withdrawal of a general partner from a General Partnership, Simple Limited Partnership, or Business Partnership; 3. modification of the trade name of a Business; 4. revocation of the Licence of a Business; and 5. any other cases determined by the DED. c. A third party who has an objection to any modification or change related to a Business must file such objection with the competent court. Representation of Universal Successors in a Business

Article (13) a. A Business owner may request the DED to suspend the Licence granted to his Business for a specific period due to cessation of its activities, and such application will be determined in accordance with the relevant rules and conditions adopted by the DED. b. A Business will not be subject to the licensing fees or the fines resulting from non-renewal of its Licence where the Licence expires and the Business ceases to conduct Economic Activities, or where the Business submits an application for cessation of its activities in accordance with paragraph (a) of this Article.

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Law No. (13) of 2011 Regulating the Conduct of Economic Activities in the Emirate of Dubai Page 7 of 12 Legal Form of Businesses

Article (15) a. UAE natural persons and other natural persons may enter into partnerships to personally conduct Occupational or Artisan Activities in the Emirate by establishing a partnership (“Business Partnership”) in accordance with the provisions of the legislation and bylaws issued by the DED in this respect. A legal person may become a shareholder in a Business Partnership provided that the nature of his activity is similar to the nature of the activity conducted by such Business Partnership. b. Non-UAE nationals will be authorised to conduct Occupational or Artisan Activities provided that they have an agent (“Local Service Agent”) who may be a natural person holding the UAE nationality or a legal person whose partners are all holders of the UAE nationality. Responsibility of Local Service Agents

Article (19) A Business must: 1. comply with the legislation and laws in force in the Emirate; 2. observe the conditions and rules for conducting its licensed Economic Activities; 3. notify the DED of any change in the information and documents based on which the Licence has been granted, within ten (10) working days from the date of such change, and ensure that the change is in accordance with the legislation in force in the UAE; 4. use the trade name specified in the Licence granted to it in all dealings with third parties; 5. enable the DED authorised employees to access the premises of the Business and review its information and records as required to perform their duties; 6. provide the DED with any information, data, or statistics it may require; and 7. comply with the instructions, bylaws, and resolutions issued by the DED and Competent Entities. Licensing Service Centres

Article (26) a. A Commercial Authorisation to conduct Marketing Activities in the Emirate will be granted to a Business in accordance with the following procedures: 1. An application for a Commercial Authorisation will be submitted on the relevant form prescribed by the DED. 2. The DED will, in coordination with Competent Entities, review the application to verify that it complies with all provisions and conditions regulating the relevant Marketing Activity.

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Law No. (13) of 2011 Regulating the Conduct of Economic Activities in the Emirate of Dubai Page 10 of 12 3. The Commercial Authorisation application will be determined by the DED in accordance with the rules and conditions adopted in this respect, the legislation in force in the Emirate, and the exigencies of public interest. b. The validity of a Commercial Authorisation granted to a Business to conduct Marketing Activities will be determined in accordance with the rules adopted by the DED in this respect. c. The DED will issue the bylaws required to regulate the procedures for submitting and determining applications for Commercial Authorisations, including the documents to be submitted, approvals to be obtained, and time frames prescribed for determining applications. Probative Force of Electronic Extracts

Article (30) a. In addition to the penalty of a fine stipulated in Article (29) of this Law, the DED may order closure of a Business or revocation of its Licence in the following cases:

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Law No. (13) of 2011 Regulating the Conduct of Economic Activities in the Emirate of Dubai Page 11 of 12 1. failure to renew the Licence and cessation of the activity, where a public notice is published in a daily widely circulated local newspaper, and no objections are raised within two (2) weeks from the date of publication; or 2. where the Business commits a violation of this Law or the legislation in force in the Emirate which is punishable by closure of the Business or revocation of the Licence, or in case the Licence is issued based on false information or documents. b. Revocation of the Licence under paragraph (a) of this Article will not prejudice the rights and obligations of a Business or its owner towards third parties. Amicable Settlement

Article (31) a. At the request of a violating entity, the DED may conclude amicable settlement with that entity subject to the following conditions: 1. submission of an application for settlement within two (2) months from the date of committing the violation; 2. payment of no less than fifty percent (50%) of the fine prescribed for the violation; 3. no similar violations are committed by a violating Business within one (1) year preceding the commission of the violation in respect of which amicable settlement is requested; and 4. any other conditions determined by the DED. b. A Business must implement the conditions of the amicable settlement within the period prescribed by the DED, failing which the settlement will be deemed null and void. Law Enforcement