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In effectFederal Decree by Law

UAE Corporate / Commercial LawFederal Decree by Law No. (2) of 2009 Regarding the Establishment of Etihad Rail Company

UAE Federal Decree-Law·Federal Decree by Law No. (2) of 2009

مرسوم بقانون اتحادي في شأن تأسيس شركة الاتحاد للقطارات

Authoritative Arabic version per the official UAE Legislation portal

Issued Date
July 6, 2009
Effective from
July 15, 2009
Articles
22
Last synced
Jul 20, 2026

Plain-language summary

  • Creates Etihad Rail Company as a state-owned enterprise to build and operate UAE rail network.
  • Company has legal authority to plan, construct, and manage railway infrastructure across emirates.
  • Grants company power to acquire land and sign contracts needed for rail projects.
  • Establishes company governance structure with board of directors and management oversight.
  • Defines company's financial framework and operational independence within federal supervision.

Establishes Etihad Rail Company as a state-owned enterprise with legal authority to plan, construct, and operate railway infrastructure across UAE emirates unde…

Synced from the official UAE Legislation portal · Plain-language summary by the LEXAI editorial team

Article-level text

Key Articles

22 articles

  1. 1

    Article 1

    Article (1) For the purposes of implementing the provisions of this Decree by Law, the following terms and expressions shall have the meanings assigned to each of them, unless the context requires otherwise: State : The United Arab Emirates. Government : The Government of the United Arab Emirates. Competent Authority : The competent local authority. Company : Etihad Rail Company. Board : The Board of Directors of Etihad Rail Company.

    -- 1 of 7 --

    Federal Decree by Law of 2009 Regarding the Establishment of Etihad Rail Company 2 Railway Line : The federal railway line which shall be determined by a resolution of the Cabinet.

  2. 2

    Article 2

    Article (2) A public joint-stock company named "Etihad Rail Company" shall be established pursuant to the provisions of this Decree by Law. It shall have an independent legal personality and full legal capacity to conduct its activity and achieve its purposes as set out in this Decree by Law and its Articles of Association.

  3. 3

    Article 3

    Article (3) The main headquarters of the Company shall be in the city of Abu Dhabi, and the Board may establish branches or offices therefor within the State or abroad.

  4. 4

    Article 4

    Article (4) The term of the Company shall be one hundred Gregorian years, commencing from the date of entry into force of this Decree by Law. Such term shall be automatically renewed for successive similar terms, unless a resolution for the dissolution of the Company is issued by the Extraordinary General Assembly.

  5. 5

    Article 5

    Article (5) The capital of the Company shall be one billion dirhams, fully paid-up, and divided into shares of equal value with a nominal value of one dirham per share. The partners and their respective shareholding percentages in the Company's capital shall be determined by a resolution of the Cabinet. The capital of the Company may be reduced or increased by a resolution of the Cabinet.

  6. 6

    Article 6

    Article (6) The shares of the Company may not be disposed of by sale or assignment, except with the approval of the Cabinet.

    -- 2 of 7 --

    Federal Decree by Law of 2009 Regarding the Establishment of Etihad Rail Company 3

  7. 7

    Article 7

    Article (7) The Company shall aim to achieve the following purposes: 1. Achieving logistical connectivity between all the Emirates of the State, its cities, and its facilities; 2. Alleviating traffic congestion, facilitating traffic flow on streets and public roads, and contributing to the reduction of the rate of traffic accidents on public roads; 3. Facilitating economic and commercial connectivity between the Emirates; 4. Reducing environmental pollution; 5. Enhancing the role of transport in the development process; 6. Contributing to connecting remote areas with urban areas in a way that contributes to the achievement of growth and development.

  8. 8

    Article 8

    Article (8) The Company shall undertake the following activities: 1. Owning, leasing, letting, purchasing, and selling trains of all types, operating and maintaining them, and undertaking all transport operations on railways (trains and metros) at the federal level. 2. Investing in the fields of passenger and freight transport, as well as in the facilities and utilities necessary to serve or complete the Company's purposes, and undertaking all works associated or related thereto, including concluding contracts for supplying the Company, its subsidiaries, or any of its projects with the fuel and energy required for operation. 3. Participating with other authorities, companies, or institutions that conduct activities similar to its own, or which may assist it in achieving its purposes inside or outside the State in a manner that serves its interests, and it may purchase such companies, institutions, or affiliate them thereto. 4. Undertaking all services and works necessary, related, or associated therewith, including the transport of persons, cargo, freight, and mail, in coordination with the Competent Authority. 5. Purchasing, selling, owning, leasing, letting, and managing any means of transport related

    -- 3 of 7 --

    Federal Decree by Law of 2009 Regarding the Establishment of Etihad Rail Company 4 to achieving its purposes, subject to the approval of the Competent Authority. 6. Obtaining service fees from train users in accordance with the laws, regulations, and resolutions issued by the Cabinet, in coordination with the Competent Authority. 7. Conducting its activity through wholly or partially owned subsidiaries, or by granting concession or management contracts to other parties, based on a proposal from the Board and the approval of the Cabinet. The Cabinet may delegate some of these activities to the Board.

  9. 9

    Article 9

    Article (9) 1. The Company shall be managed by a Board of Directors composed of at least seven members, including the Chairman and the Vice-Chairman. Their appointment shall be effected by a Federal Decree. The Vice-Chairman shall act in place of the Chairman in their absence or when there is an impediment. The remuneration of the Board members shall be determined by a resolution of the Cabinet. 2. The term of membership on the Board shall be three years, renewable. 3. If a member of the Board fails to attend more than three consecutive meetings without an acceptable excuse, they shall be deemed to have resigned pursuant to a resolution issued by the Board in this regard. 4. The Board of Directors shall issue the internal regulations governing its meetings, provided that it shall not be fewer than four meetings per year.

  10. 10

    Article 10

    Article (10) The Company may exercise the competences stipulated in this Decree by Law in any Emirate upon its request.

  11. 11

    Article 11

    Article (11) The Board shall exercise all competences that achieve the Company's purposes, and in particular, the following: 1. Setting the general policy of the Company and supervising its implementation. 2. Adopting the plans and programs that ensure the development of the Company and its

    -- 4 of 7 --

    Federal Decree by Law of 2009 Regarding the Establishment of Etihad Rail Company 5 employees. 3. Issuing the regulations and systems that are related to financial, administrative, and human resources affairs. 4. Issuing the organizational structure of the Company. 5. Approving the appointment and termination of the services of the Company's senior employees in accordance with the applicable regulations and systems. 6. Approving the general budget and the final accounts of the Company and submitting them to the Cabinet. 7. Appointing auditors and determining their remuneration. 8. Forming subcommittees from among its members to be entrusted with the consideration and examination of certain matters pertaining to the Company. These subcommittees may seek the assistance of such experts and consultants as they deem appropriate in this regard. 9. Any other competences consistent with the Company's purposes, as may be assigned to the Board by a resolution of the Cabinet.

  12. 12

    Article 12

    Article (12) The Company shall have a Chief Executive Officer appointed by a resolution of the Board, who shall be the legal representative of the Company, and their allocations and powers shall be determined by such resolution.

  13. 13

    Article 13

    Article (13) The Cabinet shall constitute the ordinary and extraordinary general assembly of the Company, unless an amendment is made to the ownership of the Company, in which case each shall be constituted by its shareholders.

  14. 14

    Article 14

    Article (14) Subject to the provisions of the Commercial Companies Law, the fiscal year of the Company shall commence on the first of January and end on the last of December of each year, provided that the first fiscal year shall commence from the date of the Company's registration in the

    -- 5 of 7 --

    Federal Decree by Law of 2009 Regarding the Establishment of Etihad Rail Company 6 trade register and shall end on the thirty-first of December of the following year.

  15. 15

    Article 15

    Article (15) The Company shall have one or more auditors from among those licensed to practice the auditing profession, for a term of one year, renewable, to audit the Company's accounts, and their remuneration shall be determined by a resolution of the Board.

  16. 16

    Article 16

    Article (16) The Chief Executive Officer shall prepare the Company's financial statements and profit and loss accounts for each fiscal year and present them to the Board.

  17. 17

    Article 17

    Article (17) Subject to the provisions stipulated in clause (5) of Article (8) of this Decree by Law, the Company shall be exclusively entrusted with the concession rights for the operation, management, and maintenance of trains and the federal railway lines in the State. The Company may, pursuant to a resolution of the Cabinet based on a proposal from the Board, conclude concession, operation, management, or maintenance contracts with any natural or legal person for any of the assets or properties owned thereby or granted thereto, or which fall under its management, or for any of the assets or properties of its subsidiary companies.

  18. 18

    Article 18

    Article (18) The Cabinet shall, after the approval of the competent authorities, issue the resolutions concerning the allocation of public lands or buildings required for the Company. The Cabinet may, upon the recommendation of the Board and after the approval of the Competent Authority, expropriate the private lands and buildings identified by the Company as required for the railways and its associated facilities, or for use as operation or maintenance sites for the Company or one of its subsidiaries, which it wholly or partially owns. The Cabinet shall, in its resolutions, determine the method of fair compensation for the owners of such properties, in coordination with the Competent Authority.

    -- 6 of 7 --

    Federal Decree by Law of 2009 Regarding the Establishment of Etihad Rail Company 7

  19. 19

    Article 19

    Article (19) The provisions of the Federal Decree by Law regarding human resources in the Federal Government shall apply to the employees of the Company, in matters for which no special provision is made in the bylaws and regulations issued by the Board.

  20. 21

    Article 21

    Article (21) Any provision that contradicts or conflicts with the provisions of this Decree by Law shall be repealed.

  21. 22

    Article 22

    Article (22) This Decree by Law shall be published in the Official Gazette and shall enter into force from the date of its publication. Khalifa bin Zayed Al Nahyan President of the United Arab Emirates Issued by us at the Presidential Palace in Abu Dhabi: On: 12 Rajab 1430 A.H. Corresponding to: 6 July 2009 A.D.

    -- 7 of 7 --

Note: The Arabic text of this legislation is the authoritative version as per the official UAE Legislation portal.

Articles in this law(22)
  1. 1Article (1) For the purposes of implementing the provisions of this Decree by La
  2. 2Article (2) A public joint-stock company named "Etihad Rail Company" shall be es
  3. 3Article (3) The main headquarters of the Company shall be in the city of Abu Dha
  4. 4Article (4) The term of the Company shall be one hundred Gregorian years, commen
  5. 5Article (5) The capital of the Company shall be one billion dirhams, fully paid-
  6. 6Article (6) The shares of the Company may not be disposed of by sale or assignme
  7. 7Article (7) The Company shall aim to achieve the following purposes: 1. Achievin
  8. 8Article (8) The Company shall undertake the following activities: 1. Owning, lea
  9. 9Article (9) 1. The Company shall be managed by a Board of Directors composed of
  10. 10Article (10) The Company may exercise the competences stipulated in this Decree
  11. 11Article (11) The Board shall exercise all competences that achieve the Company's
  12. 12Article (12) The Company shall have a Chief Executive Officer appointed by a res
  13. 13Article (13) The Cabinet shall constitute the ordinary and extraordinary general
  14. 14Article (14) Subject to the provisions of the Commercial Companies Law, the fisc
  15. 15Article (15) The Company shall have one or more auditors from among those licens
  16. 16Article (16) The Chief Executive Officer shall prepare the Company's financial s
  17. 17Article (17) Subject to the provisions stipulated in clause (5) of Article (8) o
  18. 18Article (18) The Cabinet shall, after the approval of the competent authorities,
  19. 19Article (19) The provisions of the Federal Decree by Law regarding human resourc
  20. 20Article (20) The Cabinet shall issue the Articles of Association of the Company.
  21. 21Article (21) Any provision that contradicts or conflicts with the provisions of
  22. 22Article (22) This Decree by Law shall be published in the Official Gazette and s
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