UAE Company Formation / Licensing LawCabinet Resolution No. (107) of 2022 Promulgating the Executive Regulations of Federal Decree by Law No. (37) of 2021 Concerning the Commercial Register

Article (1) Definitions For the purpose of applying the provisions of the present Resolution, the following words and expressions shall have the meanings assigned thereto respectively, unless the context requires otherwise: State : The United Arab Emirates. Ministry : The Ministry of Economy. Minister : The Minister of Economy.

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Cabinet Resolution of 2022 Concerning the Executive Regulations of Federal Decree-Law of 2021 Concerning the Commercial Register 2 Competent Authority : The local government entity and the free zones authorities that are vested with the authority to issue licenses for economic activities, including commercial, industrial, tourist, media and other econo…

Article (2) Commercial Register The Commercial Register shall contain the following data and information: 1. Data of the establishment practicing the economic activity: a. Commercial Register Number; b. Economic Register Number after being issued by the Ministry; c. Trade name in both Arabic and English; d. Date of incorporation; e. Phone number and email address; f. License number, and issuance and expiry date; g. License Status, to verify the license validity and whether it is suspended or placed under liquidation or deregistered; h. Type of the License, including commercial, industrial, professional, craft, and other licenses; i. Legal Form; j. Amount of the capital, the number of shares…

Article (3) Registration in the Commercial Register 1. The Competent Authority shall regulate the requirements and procedures for registration in the Commercial Register and publish the same on its website.

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Cabinet Resolution of 2022 Concerning the Executive Regulations of Federal Decree-Law of 2021 Concerning the Commercial Register 5 2. Taking into account the data contained in Clause (1) of Article (5) of the Decree-Law, the applicant for registration in the Commercial Register shall provide the following documents and fulfill the following requirements: a. A trade name reservation certificate that shall contain the name, legal form, and activity of the establishment, prov…

Article (4) Annotating the Commercial Register with any Change or Modification The Competent Authority may, sua sponte, annotate the Commercial Register with any change or modification to the establishment’s data entered therein, within no more than (3) three working days after fulfilling the prescribed controls, in any of the following cases: 1. Issuing a decision by any government or relevant entity that would change or modify the establishment’s data; or 2. Failure to renew the establishment’s registration within the period specified by the Competent Authority.

Article (5) Correction of Errors In the event that a material or procedural error is committed during the registration, modification or renewal of the establishment’s data in the Commercial Register or any other procedures, the

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Cabinet Resolution of 2022 Concerning the Executive Regulations of Federal Decree-Law of 2021 Concerning the Commercial Register 6 Competent Authority shall correct such error within no more than (3) three working days from the date of detecting the error or from the date of receiving the data correction application submitted by an interested person or the legal representative of the establishment, in accordance with the controls issued thereby in this…

Article (6) Renewing Registration in the Commercial Register 1. The establishment’s registration in the Commercial Register shall be renewed within the period determined by the Competent Authority subject to the following controls: a. Fulfilling all the requirements of the entities relevant to the economic activity of the establishment; b. Providing a certified copy of the lease agreement for the establishment’s premises, or as required by the Competent Authority in this regard; c. Any other controls determined by the Competent Authority. 2. An application for renewal of registration in the Commercial Register shall be submitted to the Competent Authority on the form designated for this purp…

Article (7) Use of the Commercial Register Number The persons governed by the provisions hereof shall be obligated to use and mention the Commercial Register Number in all their documents and printed material, in their business and transactions with third parties, as well as on the website of the establishment in a clear and accessible manner.

Article (8) Cases of Deregistration from the Commercial Register Subject to the provisions of Article (9) of the Decree-Law, the person governed by the provisions of the Decree-Law or its representative, inheritors or liquidators, as the case may be, shall apply for deregistration from the Commercial Register in any of the following cases: 1. The establishment ceases to practice its activity, within the period specified by the Competent Authority and in accordance with the applicable procedures, and the cessation period shall be calculated from the date of non-renewal of the license or the date of actual cessation, whichever is earlier; 2. Closure of the establishment; 3. Merger of commercia…

Article (9) Controls and Procedures for Deregistration from the Commercial Register 1. In the event that the Competent Authority deregisters the establishment from the Commercial Register, it shall notify the establishment thereof within one month from the date of notification. If the period set out in this Clause lapses without an acceptable justification, given by the establishment, for not deregistering the same, the Competent Authority shall deregister the establishment and publish a decision to that effect on its website.

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Cabinet Resolution of 2022 Concerning the Executive Regulations of Federal Decree-Law of 2021 Concerning the Commercial Register 8 2. In the case that…

Article (10) Controls and Procedures for the Re-Registration in the Commercial Register In the event that the establishment desires to be re-registered in the Commercial Register, it shall comply with the following controls and procedures: 1. Complying with all the controls stipulated in Article (5) of the Decree-Law and Article (3) hereof; 2. Submitting an application for re-registration in the Commercial Register to the Competent Authority on the form designated for this purpose, accompanied by documents supporting the validity of the data contained therein, within the period determined by the Competent Authority; 3. After fulfilling the requirements and controls, the Competent Authority s…

Article (11) Court Judgments and Annotation in the Commercial Register Subject to the provisions of the legislation in force, the courts or judicial committees, as the case may be, shall send, by any modern means, to the Competent Authority, a copy of the judgments or decisions set forth in Article (10) of the Decree-Law, within no more than (5) five working days from the date on which the judgment becomes final or definitive.

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Article (12) Liens on the Business Premises The Competent Authority shall enter any mortgage created on the business premises or on any of its elements, such as the trade name, trademark, patents, industrial property rights, intellectual property rights and other elements of the business premises, in the Commercial Register according to the following procedures: 1. The mortgage applicant shall submit to the Competent Authority an application for mortgaging the business premises or any of its elements on the form designated for this purpose, accompanied by the documents supporting such application. 2. The Competent Authority shall scrutinize the application for mortgaging the business premise…

Article (13) Economic Register 1. Taking into account the private data of the persons subject to the provisions of the Decree- Law and the present Resolution, the Economic Register shall contain the data related to trademarks, commercial agencies, protection of industrial property of patents, designs and models, and other data, provided that such data are determined in coordination with the entities concerned. 2. The Ministry shall create an Economic Register Number to be assigned to the establishment upon its registration. The establishment shall use such number in its procedures and dealings with government entities in the State. Furthermore, the Ministry shall use the Economic Register Nu…

Article (14) Publishing Data of the Commercial Register or the Economic Register 1. The Ministry and the Competent Authority, as the case may be, may publish on its website the following data of the Commercial Register or the Economic Register: a. Commercial Register Number; b. Economic Register Number; c. Trade name in both Arabic and English; d. Date of incorporation of the establishment; e. Phone number and email address; f. License number, and issuance and expiry date; g. License Status, to verify the license validity and whether it is suspended or placed under liquidation or deregistered; h. Type of the License, including commercial, industrial, professional, craft, or other licenses; i…

Article (15) Having Access to Data 1. Any interested person or stakeholder may apply to the Ministry or the Competent Authority, as the case may be, for obtaining an extract of the data provided for in Article (14) hereof. 2. The government entities may apply to the Ministry or the Competent Authority for having access to, or obtaining an extract of, the registration data entered in the Commercial Register or the Economic Register, in accordance with the procedures applicable in this regard, provided that the application contains an indication to the nature of the data for which the application is made.

Article (16) Linking and Sharing Data 1. The Competent Authority shall share all the data contained in the Commercial Register or in any other database, including data related to judgments and decisions issued by courts or judicial committees and any change or update thereto, with the Economic Register and shall link the same to the said Register, in a way that provides instantaneous linking of such data, enhances digital transformation and makes the shared services available. 2. Without prejudice to the provisions of Clause (1) of this Article, the Competent Authority shall, in case of any technical challenges related to linking and sharing the data contained in the Commercial Register or i…

Article (17) Repeals Any provision inconsistent or discrepant with the provisions of the present Resolution is hereby repealed.

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Article (18) Publishing and Entry into Force The present Resolution shall be published in the Official Gazette and shall enter into force from the day following its publishing date. Mohammed bin Rashid Al Maktoum Prime Minister Issued by us on: 13 Jumada Al-Awwal 1444 A.H. Corresponding to: 7 December 2022 AD

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