UAE Corporate / Commercial LawCabinet Resolution No. (102) of 2022 Promulgating the Administrative Penalties Regulations Regarding Acts Committed in Violation of the Provisions of Federal Decree by Law No. (32) of 2021 regarding Commercial Companies

Article (1) Definitions In applying the provisions of this Resolution, the following words and expressions shall have the meanings assigned to each of them, unless the context requires otherwise: State : United Arab Emirates. Ministry : Ministry of Economy. Minister : Minister of Economy. Authority : Securities and Commodities Authority (SCA). Competent Authority : The local authority concerned with corporate affairs in the concerned Emirate.

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Cabinet Resolution of 2022 Concerning the List of Administrative Penalties Concerning Acts Committed in Violation of the Provisions of Federal Decree-Law of 2021 Concerning Commercial Companies 2 Decree-Law : Federal Decree-Law No. (32)…

Article (2) Scope of Application 1. The provisions of this Resolution apply to: (i) commercial companies established in the State; (ii) foreign companies; (iii) branches of foreign companies; (iv) Representative Offices, and (v) Investment Funds that are subject to the provisions of the Decree-Law and the decisions and regulations issued in implementation thereof; and (vi) foreign companies based in the State and carries out any activity therein, or establishes a branch or Representative Office therein. 2. The provisions of this Resolution do not apply to: (i) companies exempted from the provisions of the Decree-Law; (ii) professional, civil and foreign companies; and (iii) companies operati…

Article (3) Administrative Penalties 1. Without prejudice to any harsher penalty or procedure provided for in the Decree-Law, the Ministry or the Competent Authority, each in accordance with its competence, may impose one or more of the following administrative penalties on whoever commits any of the acts that violate the provisions of the Decree-Law and the decisions and regulations issued for its implementation contained in the Schedule attached to this Resolution according to the following gradation: a. In the event of a first-time violation, a written warning notice shall be sent to the violator, and they shall be given a period not exceeding (30) thirty days that starts on the date on w…

Article (4) Provisions Concerning Violations Falling within the Jurisdiction of the Authority 1. Without prejudice to any harsher penalty or procedure provided for in the Decree-Law, the Authority may impose one or more of the following administrative penalties on whoever commits any of the acts that violate the provisions of the Decree-Law and the decisions and regulations issued for its implementation that fall within its jurisdiction and contained in the Schedule attached to this Resolution according to the following gradation: a. In the event of a first-time violation, a written warning notice will be sent to the violator and they will be given a period not exceeding (30) thirty days, co…

Article (5) Grievances Against Administrative Penalties 1. The Ministry, the Authority, or the Competent Authority, each in accordance with its competence, shall notify the violating company of the decision imposing the administrative penalty [on such company] within (15) fifteen days from the date of its issuance. 2. Each person with the capacity and interest may file a grievance against the administrative penalty with the Minister, the Chairman of the Board of Directors of the Authority, the head of the Competent Authority, or whomever authorized by them, within (30) thirty days from the date of being notified of the contested decision, provided that the grievance is reasoned and accompani…

Article (6) Amendment of Fines The Cabinet is responsible for making any amendments to the amount of fines contained in the Schedule attached to this Resolution, by way of addition, deletion or modification.

Article (7) Repealing The Cabinet Resolution No. (78) of 2022 Promulgating the Administrative Penalties Regulations regarding Acts Committed in Violation of the Provisions of Federal Decree-Law No. (32) of 2021 regarding Commercial Companies is hereby repealed. Any provision that contradicts or conflicts with the provisions of this Resolution is also hereby repealed.

Article (7) - - - The fines specified by the Authority shall apply to the Company whose violation of the rules of governance is proven, provided that the financial fine does not exceed (10,000,000) ten million dirhams.

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Cabinet Resolution of 2022 Concerning the List of Administrative Penalties Concerning Acts Committed in Violation of the Provisions of Federal Decree-Law of 2021 Concerning Commercial Companies 8 SN Violation Legal Reference Administrative Penalties for Partnership & Simple Partnership Companies Administrative Penalties for Limited Liability Companies Administrative Penalties for Private Joint Stock Companies Administrative Penalties for Public Joint Stock Comp…

Article (8) Publication and Enforcement This Resolution shall be published in the Official Gazette and shall come into force from the date of such publication. Mohammed bin Rashed Al-Maktoom Prime Minister Issued by us: On: 9 Rabi` al-Akhir 1444 AH Corresponding to: 4 November 2022 AD

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Cabinet Resolution of 2022 Concerning the List of Administrative Penalties Concerning Acts Committed in Violation of the Provisions of Federal Decree-Law of 2021 Concerning Commercial Companies 7 Schedule Attached to Cabinet Resolution No. 102 of 2022 Concerning the Administrative Penalties Regulations Concerning Acts Committed in Violation of the Provisions of Federal Decree-Law No. (32) of 202…

Article (10) A fine of (50,000) fifty thousand dirhams shall be imposed on any Company that violates the provisions governing the State citizens' shareholding percentage in the companies’ capital. A fine of (100,000) one hundred thousand dirhams shall be imposed on any Company that violates the provisions governing the State citizens' shareholding percentage in the companies’ capital or the State citizens' percentage in companies’ Boards of Directors. A fine of (150,000) one hundred and fifty thousand dirhams shall be imposed on any Company that violates the provisions governing the State citizens' shareholding percentage in the companies’ capital or the State citizens' percentage in compani…

Article (11) A fine of (5,000) five thousand dirhams shall be imposed on the Sharia Controller and every member of the Internal Sharia Control Committee of companies that operate in accordance with the provisions of Islamic Sharia, who fails to comply with the controls for practising their work, which are issued by a resolution of the Cabinet. A fine of (7,000) seven thousand dirhams shall be imposed on the Sharia Controller and every member of the Internal Sharia Control Committee of companies that operate in accordance with the provisions of Islamic Sharia, who fails to comply with the controls for practising their work, which are issued by a resolution of the Cabinet. A fine of (10,000) t…

Article (12) A fine of (500) five hundred dirhams per month shall be imposed on any A fine of (500) five hundred dirhams per month shall be imposed on any A fine of (1000) one thousand dirhams per month shall be imposed on any A fine of (1000) one thousand dirhams per month shall be imposed on any

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Cabinet Resolution of 2022 Concerning the List of Administrative Penalties Concerning Acts Committed in Violation of the Provisions of Federal Decree-Law of 2021 Concerning Commercial Companies 10 SN Violation Legal Reference Administrative Penalties for Partnership & Simple Partnership Companies Administrative Penalties for Limited Liability Companies Administrative Penalties for P…

Article (26) A fine of (10,000) ten thousand dirhams shall be imposed on any Company that fails to keep its Accounting Registers showing its transactions. A fine of (15,000) fifteen thousand dirhams shall be imposed on any Company that fails to keep its Accounting Registers showing its transactions. A fine of (20,000) twenty thousand dirhams shall be imposed on any Company that fails to keep its Accounting Registers showing its transactions. A fine of (100,000) one hundred thousand dirhams shall be imposed on any Company that fails to keep its Accounting Registers showing its transactions. 6 Publication of the Invitation for Public Subscription, without the Approval of the Authority, in any…

Article (32) - - - A fine ranging from (500,000) five hundred thousand dirhams to (10,000,000) ten million dirhams shall be imposed on

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Cabinet Resolution of 2022 Concerning the List of Administrative Penalties Concerning Acts Committed in Violation of the Provisions of Federal Decree-Law of 2021 Concerning Commercial Companies 12 SN Violation Legal Reference Administrative Penalties for Partnership & Simple Partnership Companies Administrative Penalties for Limited Liability Companies Administrative Penalties for Private Joint Stock Companies Administrative Penalties for Public Joint Stock Companies Other Securities, Regardless the Means of Publication: in Daily Newspapers,…

Article (117) - - - A fine of (500,000) five hundred thousand dirhams shall be imposed on every [Company’s] Founder who subscribes to Shares offered for Public Subscription. 10 Receiving Public Subscription Without the Approval of the Authority

Article (122) - - - Every entity or company that receives Subscription funds in Shares, Bonds or any other securities, in accordance

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Cabinet Resolution of 2022 Concerning the List of Administrative Penalties Concerning Acts Committed in Violation of the Provisions of Federal Decree-Law of 2021 Concerning Commercial Companies 16 SN Violation Legal Reference Administrative Penalties for Partnership & Simple Partnership Companies Administrative Penalties for Limited Liability Companies Administrative Penalties for Private Joint Stock Companies Administrative Penalties for Public Joint Stock Companies with the conditions and circumstances of the incident, shall be fined an amoun…

Article (126) - - - A fine of (500,000) five hundred thousand dirhams shall be imposed on the entity that fails to allocate Shares to Subscribers

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Cabinet Resolution of 2022 Concerning the List of Administrative Penalties Concerning Acts Committed in Violation of the Provisions of Federal Decree-Law of 2021 Concerning Commercial Companies 17 SN Violation Legal Reference Administrative Penalties for Partnership & Simple Partnership Companies Administrative Penalties for Limited Liability Companies Administrative Penalties for Private Joint Stock Companies Administrative Penalties for Public Joint Stock Companies Subscription) or Delay in Refunding the Amounts in Excess of the…

Article (133) - - A fine of (20,000) twenty thousand dirhams shall be imposed on any Company whose Board of Directors, A fine of (100,000) one hundred thousand dirhams shall be imposed on any Company whose Board of Directors,

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Cabinet Resolution of 2022 Concerning the List of Administrative Penalties Concerning Acts Committed in Violation of the Provisions of Federal Decree-Law of 2021 Concerning Commercial Companies 18 SN Violation Legal Reference Administrative Penalties for Partnership & Simple Partnership Companies Administrative Penalties for Limited Liability Companies Administrative Penalties for Private Joint Stock Companies Administrative Penalties for Public Joint S…

Article (135) - - A fine of (20,000) twenty thousand dirhams shall be imposed on A fine of (100,000) one hundred thousand dirhams shall be imposed on

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Cabinet Resolution of 2022 Concerning the List of Administrative Penalties Concerning Acts Committed in Violation of the Provisions of Federal Decree-Law of 2021 Concerning Commercial Companies 19 SN Violation Legal Reference Administrative Penalties for Partnership & Simple Partnership Companies Administrative Penalties for Limited Liability Companies Administrative Penalties for Private Joint Stock Companies Administrative Penalties for Public Joint Stock Companies from the Date the Ministry or Authority Issues the Company’s…

Article (137) - - - A fine of (2000) two thousand dirhams per day shall be imposed on any Company that fails to list itself in one of the

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Cabinet Resolution of 2022 Concerning the List of Administrative Penalties Concerning Acts Committed in Violation of the Provisions of Federal Decree-Law of 2021 Concerning Commercial Companies 20 SN Violation Legal Reference Administrative Penalties for Partnership & Simple Partnership Companies Administrative Penalties for Limited Liability Companies Administrative Penalties for Private Joint Stock Companies Administrative Penalties for Public Joint Stock Companies Financial Market licensed in the State. The calculation of this fine begi…

Article (141) - - - A fine of (100,000) one hundred thousand dirhams shall be imposed on any Company proved to have violated the regulations governing the Company's keeping of its

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Cabinet Resolution of 2022 Concerning the List of Administrative Penalties Concerning Acts Committed in Violation of the Provisions of Federal Decree-Law of 2021 Concerning Commercial Companies 21 SN Violation Legal Reference Administrative Penalties for Partnership & Simple Partnership Companies Administrative Penalties for Limited Liability Companies Administrative Penalties for Private Joint Stock Companies Administrative Penalties for Public Joint Stock Companies Shareholders' Register. 16 Viol…

Article (144) A company that fails to keep the following data and documents shall be fined an amount of (1,000) one thousand dirhams: 1. A record containing the names and A fine of (5,000) five thousand dirhams shall be imposed on any Company that refuses to let the Shareholder have access to the minutes of the meetings of A fine of (10,000) ten thousand dirhams shall be imposed on any Company that refuses to let the Shareholder have access to the minutes of the meetings of A fine of (100,000) one hundred thousand dirhams shall be imposed on any Company that refuses to let the Shareholder have access to the minutes of

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Cabinet Resolution of 2022 Concerning the List of Adminis…

Article (144) - - A fine of (10,000) ten thousand dirhams shall be imposed on any Company proved to have violated the provisions relating to the formation of Boards of Directors. A fine of (200,000) two hundred thousand dirhams shall be imposed on any Company proved to have violated the provisions relating to the formation Boards of Directors. 17 Failure to Comply with the Prescribed Procedures When the Position of a Member of the Board of

Article (145) - - A fine of (10,000) ten thousand dirhams shall be imposed on any Company that fails to comply with A fine of (200,000) two hundred thousand dirhams shall be imposed on any Company that fails to

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Cabinet Resolution of 2022 Concerning the List of Administrative Penalties Concerning Acts Committed in Violation of the Provisions of Federal Decree-Law of 2021 Concerning Commercial Companies 22 SN Violation Legal Reference Administrative Penalties for Partnership & Simple Partnership Companies Administrative Penalties for Limited Liability Companies Administrative Penalties for Private Joint Stock Companies Administrative Penalties for Public Joint Stock Companies…

Article (147) - - A fine of (10,000) ten thousand dirhams shall be imposed on any Company proved to have violated the procedures for nomination for membership of Boards of Directors. A fine of (200,000) two hundred thousand dirhams shall be imposed on any Company proved to have violated the procedures for nomination for membership of Boards of Directors.

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Cabinet Resolution of 2022 Concerning the List of Administrative Penalties Concerning Acts Committed in Violation of the Provisions of Federal Decree-Law of 2021 Concerning Commercial Companies 23 SN Violation Legal Reference Administrative Penalties for Partnership & Simple Partnership Companies Administrative Penalties for…

Article (149) Shall be fined an amount of (5,000) five thousand dirhams any Member of the Board of Directors of a Company who exceeds the maximum limit prescribed for the number of memberships of the Boards of Directors of Joint-stock Companies based in the State. Shall be fined an amount of (10,000) ten thousand dirhams any Member of the Board of Directors of a Company who exceeds the maximum limit prescribed for the number of memberships of the Boards of Directors of Joint-stock Companies based in the State. 20 Same person Occupying More Than Two Positions

Article (149) - - Shall be fined an amount of (10,000) ten thousand Shall be fined an amount of (100,000) one hundred

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Cabinet Resolution of 2022 Concerning the List of Administrative Penalties Concerning Acts Committed in Violation of the Provisions of Federal Decree-Law of 2021 Concerning Commercial Companies 24 SN Violation Legal Reference Administrative Penalties for Partnership & Simple Partnership Companies Administrative Penalties for Limited Liability Companies Administrative Penalties for Private Joint Stock Companies Administrative Penalties for Public Joint Stock Companies of Chairman or Vice-Chairman of the Board of Directors of Two Joint- Stock Companies Based in…

Article (149) - - Shall be fined an amount of (10,000) ten thousand Shall be fined an amount of (100,000) one hundred

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Cabinet Resolution of 2022 Concerning the List of Administrative Penalties Concerning Acts Committed in Violation of the Provisions of Federal Decree-Law of 2021 Concerning Commercial Companies 25 SN Violation Legal Reference Administrative Penalties for Partnership & Simple Partnership Companies Administrative Penalties for Limited Liability Companies Administrative Penalties for Private Joint Stock Companies Administrative Penalties for Public Joint Stock Companies Company Based in the State dirhams any Managing Director proved to have occupied more than on…

Article (150) Shall be fined an amount of (50,000) fifty thousand dirhams any Member of the Board of Directors of the Company who fails to report Shall be fined an amount of (200,000) two hundred thousand dirhams any Member of the Board of Directors of the Company who

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Cabinet Resolution of 2022 Concerning the List of Administrative Penalties Concerning Acts Committed in Violation of the Provisions of Federal Decree-Law of 2021 Concerning Commercial Companies 26 SN Violation Legal Reference Administrative Penalties for Partnership & Simple Partnership Companies Administrative Penalties for Limited Liability Companies Administrative Penalties for Private Joint Stock Companies…

Article (152) - - Shall be fined an amount of (50,000) fifty thousand dirhams any Stakeholder proved to have failed to comply with the prescribed procedures regarding prohibited dispositions of Stakeholders. Shall be fined an amount of (200,000) two hundred thousand dirhams any Stakeholder proved to have failed to comply with the prescribed procedures regarding prohibited dispositions of Stakeholders. 24 Company’s Board of Directors

Article (154) - - A fine of (10,000) ten thousand dirhams shall A fine of (100,000) one hundred thousand

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Cabinet Resolution of 2022 Concerning the List of Administrative Penalties Concerning Acts Committed in Violation of the Provisions of Federal Decree-Law of 2021 Concerning Commercial Companies 27 SN Violation Legal Reference Administrative Penalties for Partnership & Simple Partnership Companies Administrative Penalties for Limited Liability Companies Administrative Penalties for Private Joint Stock Companies Administrative Penalties for Public Joint Stock Companies Abuses its Powers be imposed on any Chairman or Member of the Board of Directors of the Company proved to…

Article (155) - - A fine of (50,000) fifty thousand dirhams shall be imposed on any Chairman of the Board of Directors of the Company who has absolutely delegated all their competencies to any other A fine of (200,000) two hundred thousand dirhams shall be imposed on any Chairman of the Board of Directors of the Company who has absolutely delegated all their competencies

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Cabinet Resolution of 2022 Concerning the List of Administrative Penalties Concerning Acts Committed in Violation of the Provisions of Federal Decree-Law of 2021 Concerning Commercial Companies 28 SN Violation Legal Reference Administrative Penalties for Partnership & Simple Partnership Companies Administrat…

Article (155) - - A fine of (50,000) fifty thousand dirhams shall be imposed on any Member of the Board of Directors proved to have absolutely delegated all the competencies of the Board of Directors to the Chairman of the Board of Directors of the Company. A fine of (200,000) two hundred thousand dirhams shall be imposed on any Member of the Board of Directors proved to have absolutely delegated all the competencies of the Board of Directors to the Chairman of the Board of Directors of the Company.

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Cabinet Resolution of 2022 Concerning the List of Administrative Penalties Concerning Acts Committed in Violation of the Provisions of Federal Decree-Law of 2021 Concerning Comme…

Article (156) - A fine of (3000) three thousand dirhams shall be imposed on any Director, Chairman of the Board of Directors, or their representative in the Company who fails to invite a Member of the Board of Directors to the A fine of (8000) eight thousand dirhams shall be imposed on any Director, Chairman of the Board of Directors, or their representative who fails to invite a Member of the Board of Directors to the A fine of (100,000) one hundred thousand dirhams shall be imposed on any Director, Chairman of the Board of Directors, or their representative who fails to invite a Member of the Board of

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Cabinet Resolution of 2022 Concerning the List of Administrative Penalti…

Article (160) - - A fine of (5,000) five thousand dirhams shall be imposed on any Chairman or Member of the Board of Directors of a Company proved to have failed to comply with the stipulated controls governing deputizing a Board Member to the Board's meetings. A fine of (100,000) one hundred thousand dirhams shall be imposed on any Chairman or Member of the Board of Directors of the Company proved to have failed to comply with the stipulated controls governing deputizing a Board Member to the Board' meetings. 28 Failure to Call the Annual General

Article (173) - A fine of (5,000) five thousand A fine of (30,000) thirty thousand A fine of (200,000) two hundred

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Cabinet Resolution of 2022 Concerning the List of Administrative Penalties Concerning Acts Committed in Violation of the Provisions of Federal Decree-Law of 2021 Concerning Commercial Companies 30 SN Violation Legal Reference Administrative Penalties for Partnership & Simple Partnership Companies Administrative Penalties for Limited Liability Companies Administrative Penalties for Private Joint Stock Companies Administrative Penalties for Public Joint Stock Companies Assembly to Convene dirhams shall be imposed on any Director or Chairman of the Board of Directo…

Article (174) - - A fine of (10,000) ten thousand dirhams shall be imposed on any Company that fails to comply with the conditions and controls governing serving the invitation to the General Assembly Meeting. A fine of (100,000) one hundred thousand dirhams shall be imposed on any Company that fails to comply with the conditions and controls governing serving the invitation to the General Assembly Meeting. 30 Failure to Invite the

Article (178) - A fine of (10,000) ten A fine of (50,000) fifty A fine of (200,000) two

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Cabinet Resolution of 2022 Concerning the List of Administrative Penalties Concerning Acts Committed in Violation of the Provisions of Federal Decree-Law of 2021 Concerning Commercial Companies 32 SN Violation Legal Reference Administrative Penalties for Partnership & Simple Partnership Companies Administrative Penalties for Limited Liability Companies Administrative Penalties for Private Joint Stock Companies Administrative Penalties for Public Joint Stock Companies General Assembly to Convene at the Request of the Authority, the Ministry or the Competent Authority thousand dirhams shall…

Article (189) - - A fine of (5,000) five thousand dirhams shall A fine of (50,000) fifty thousand dirhams shall

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Cabinet Resolution of 2022 Concerning the List of Administrative Penalties Concerning Acts Committed in Violation of the Provisions of Federal Decree-Law of 2021 Concerning Commercial Companies 33 SN Violation Legal Reference Administrative Penalties for Partnership & Simple Partnership Companies Administrative Penalties for Limited Liability Companies Administrative Penalties for Private Joint Stock Companies Administrative Penalties for Public Joint Stock Companies the Decree- Law Not Included in the Minutes of the General Assembly Meeting be imposed on any Compa…

Article (191) - - A fine of (10,000) ten thousand dirhams shall be imposed on any Chairman of Board of Directors of a Company proved to have failed to implement the resolutions of the General A fine of (200,000) two hundred thousand dirhams shall be imposed on any Chairman of Board of Directors of a Company proved to have failed to implement the resolutions of

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Cabinet Resolution of 2022 Concerning the List of Administrative Penalties Concerning Acts Committed in Violation of the Provisions of Federal Decree-Law of 2021 Concerning Commercial Companies 34 SN Violation Legal Reference Administrative Penalties for Partnership & Simple Partnership Companies Administrative Penalti…

Article (211) Shall be fined an amount of (10,000) ten thousand dirhams, whoever disposes of Stocks in contravention of the rules set forth in the Decree-Law. Shall be fined an amount of (20,000) twenty thousand dirhams, whoever disposes of Stocks in contravention of the rules set forth in the Decree-Law. Shall be fined an amount of (50,000) fifty thousand dirhams, whoever disposes of Shares in contravention of the rules set forth in the Decree-Law. Shall be fined an amount of (200,000) two hundred thousand dirhams, whoever disposes of Shares in contravention of the rules set forth in the Decree-Law. 34 Breach of the Rules Relating to the Company's Purchase of its Own Shares (Treasury Shares…

Article (221) - - A fine of (20,000) twenty thousand dirhams shall be imposed on any Company that violates A fine of (500,000) five hundred thousand dirhams shall be imposed on any Company that violates

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Cabinet Resolution of 2022 Concerning the List of Administrative Penalties Concerning Acts Committed in Violation of the Provisions of Federal Decree-Law of 2021 Concerning Commercial Companies 35 SN Violation Legal Reference Administrative Penalties for Partnership & Simple Partnership Companies Administrative Penalties for Limited Liability Companies Administrative Penalties for Private Joint Stock Companies Administrative Penalties for Public Joint Stock Companies one of t…

Article (224) - - A fine of (15,000) fifteen thousand dirhams shall be imposed on any Company or any of its subsidiaries proved to have provided material assistance to any person to enable such person to own any securities A fine of (200,000) two hundred thousand dirhams shall be imposed on any Company or any of its subsidiaries proved to have provided material assistance to any person to enable such person to own any securities

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Cabinet Resolution of 2022 Concerning the List of Administrative Penalties Concerning Acts Committed in Violation of the Provisions of Federal Decree-Law of 2021 Concerning Commercial Companies 36 SN Violation Legal Reference Administrative Penalties…

Article (229) - - - A fine of (200,000) two hundred thousand dirhams shall be imposed on any Company that breaches the obligations prescribed in respect of Share Certificates. 37 Breach of Rules of Issuance of Bonds or Sukuk Articles from (231) to (236) - - A fine of (50,000) fifty thousand dirhams shall be imposed on any Company that violates one of the rules of the issuance A fine of (200,000) two hundred thousand dirhams shall be imposed on any Company that violates one of the rules of the issuance

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Cabinet Resolution of 2022 Concerning the List of Administrative Penalties Concerning Acts Committed in Violation of the Provisions of Federal Decree-Law of 2021 Concerning Com…

Article (237) - - A fine of (50,000) fifty thousand dirhams shall be imposed on any Chairman or Member of the Board of Directors of a Company proved to have violated the rules of the preparation of the Financial Year Accounts. The same fine shall be imposed on the Auditor if they approve such accounts. A fine of (100,000) one hundred thousand dirhams shall be imposed on any Chairman or Member of the Board of Directors of a Company proved to have violated the rules of the preparation of the Financial Year Accounts.

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Cabinet Resolution of 2022 Concerning the List of Administrative Penalties Concerning Acts Committed in Violation of the Provisions of Federal Decree-Law of 2021 C…

Article (245) - - A fine of (50,000) fifty thousand dirhams shall be imposed on: - Any Chairman or Members of the Board of Directors of a Company proved to have nominated or commissioned an unaccredited Auditor. - The unaccredited Auditor who has been nominated or commissioned. A fine of (200,000) two hundred thousand dirhams shall be imposed on: - Any Chairman or Members of the Board of Directors of a Company proved to have nominated or commissioned an unaccredited Auditor. - The unaccredited Auditor who has been nominated or commissioned. 40 Violation of Rules of Articles from - - A fine of (100,000) one A fine of (500,000) five

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Cabinet Resolution of 2022 Concerning the Li…

Article (262) A fine of (100,000) one hundred thousand dirhams shall be imposed on the Registrar of the Shareholders' Share Register in Private Shareholding Companies proved to have violated any of the rules and decisions regulating the work of the Shareholders' Share Register Secretariat in Private Shareholding Companies. E- Violations Related to Foreign Companies Violation Legal Reference Administrative Penalty Failure to Register and License Foreign Companies

Article (308) - A fine of (50,000) fifty thousand dirhams shall A fine of (100,000) one hundred thousand A fine of (200,000) two hundred thousand

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Cabinet Resolution of 2022 Concerning the List of Administrative Penalties Concerning Acts Committed in Violation of the Provisions of Federal Decree-Law of 2021 Concerning Commercial Companies 41 SN Violation Legal Reference Administrative Penalties for Partnership & Simple Partnership Companies Administrative Penalties for Limited Liability Companies Administrative Penalties for Private Joint Stock Companies Administrative Penalties for Public Joint Stock Companies Convene in the Case of Losses And

Article (309) be imposed on the Director or Chairman of the Board of Directors, or their representative in the Company, if its losses amount to half of its capital and they fail to invite its General Assembly to convene in accordance with the provisions of the Decree- Law. dirhams shall be imposed on any Chairman of the Board of Directors, or their representative, if its losses amount to half of its capital and they fail to invite its General Assembly to convene in accordance with the provisions of the Decree- Law. dirhams shall be imposed on any Chairman of the Board of Directors, or their representative, if its losses amount to half of its capital and they fail to invite its General Assemb…

Article (338) Shall be fined an amount of (100,000) one hundred thousand dirhams any foreign company or its office or branch in the State if it fails to register itself with the Registrar and obtain a licence from the Competent Authority, or if it fails to submit, on an annual basis, a copy of the Balance Sheet and Final Accounts with the Auditor’s Report and a copy of the Final Accounts of its Holding Company, if any, to the Authority, the Competent Authority and the Ministry.

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Cabinet Resolution of 2022 Concerning the List of Administrative Penalties Concerning Acts Committed in Violation of the Provisions of Federal Decree-Law of 2021 Concerning Commercial Companies 49 F-…

Article (339) A fine of (50,000) fifty thousand dirhams shall be imposed on the foreign Company's Representative Office in the State if such Representative Office conducts a commercial activity in the State. G- Violations Related to Other Persons Violation Legal Reference Administrative Penalty Violation by Other Persons of the Provisions of the Decree- Law and the Decisions Implementing it, for Which No Administrative Penalty was Specified in this Resolution - Any person who commits a violation of any of the provisions of the Decree-Law and the decisions implementing it for which no administrative penalty was specified in this Resolution shall be fined an amount of not less than (1,000) one…

Article (343) A fine of (5,000) five thousand A fine of (5,000) five thousand A fine of (10,000) ten thousand A fine of (200,000) two hundred

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Cabinet Resolution of 2022 Concerning the List of Administrative Penalties Concerning Acts Committed in Violation of the Provisions of Federal Decree-Law of 2021 Concerning Commercial Companies 42 SN Violation Legal Reference Administrative Penalties for Partnership & Simple Partnership Companies Administrative Penalties for Limited Liability Companies Administrative Penalties for Private Joint Stock Companies Administrative Penalties for Public Joint Stock Companies dirhams shall be imposed on the Director of the Company, or their rep…

Article (359) Shall be fined an amount of (500) five hundred dirhams per month any Company that fails to amend its Memorandum of Association to comply with the provisions of the Decree- Law. This fine shall begin to be calculated after the lapse of a period of year from the Shall be fined an amount of (1000) one thousand dirhams per month any Company that fails to amend its Memorandum of Association to comply with the provisions of the Decree- Law. This fine shall begin to be calculated after the lapse of a period of year from the Shall be fined an amount of (1,500) one thousand and five hundred dirhams per month any Company that fails to amend its Memorandum of Association and Articles of A…