The Gate building at the Dubai International Financial Center in Dubai. AP Photo
The Gate building at the Dubai International Financial Center in Dubai. AP Photo

New legislation at DIFC: What it means and why it matters



While the UAE has been actively preparing for Expo 2020, a new foreign investment regime has been under discussion within the government and new regulations have come into effect, namely the Jebel Ali Free Zone Authority Offshore Companies Regulations 2018 and Dubai International Financial Centre Authority revising companies law and its operating regulations.

The countless hours dedicated to that major project have resulted in the recent introduction by DIFC of the new companies’ regime under its Companies Law (DIFC Law No. 5 of 2018), its Operating Law (DIFC Law No. 7 of 2018), and the Companies Regulations and Operating Regulations (“new legislation”) all of which came into effect on 12 November 2018.

The new legislation has been long-awaited by a wide variety of international and regional parties. These include medium- and small-size private companies limited by shares, their shareholders and directors, as well as legal and financial professionals advising entities considering the DIFC as its jurisdiction to operate from or those already operating in the DIFC. The decision taken by the DIFC to revamp the company’s regulations and introduce the new legislation demonstrates the commitment the DIFC is taking towards boosting the attractiveness of doing business there.

The new legislation changes appear aimed at giving more flexibility to companies operating in DIFC and giving them more leeway to rely on their own internal checks and balances and the prudence of the board of directors, whilst prescribing a robust sanctions regime should the companies not comply with DIFC law.

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Similarly, to some other jurisdictions globally, the DIFC Registrar of Companies (ROC) role will be to supervise and monitor DIFC law compliance by the companies rather than over-regulate day-to-day operations.

To ensure that companies adhere to the provisions of the new legislation, administrative fines ranging from $2,000 to $30,000 per breach of DIFC law have been introduced.

The key changes to the former regime introduced under the Companies Law and Regulations concern the following areas: Types of companies and their classification; articles of association; directors' duties; and fines that can be imposed by the DIFC ROC for compliance with the new legislation.

Previously, two types of companies were available for incorporation in the DIFC, namely a limited liability company and a company limited by shares. Currently, limited liability companies have been abandoned and the only companies that can operate in the DIFC are companies limited by shares, both private and public.

Therefore, the ROC will instruct each LLC currently registered within the DIFC to convert to either a private or public company limited by shares in order to comply with the new legislation.

The approved name of a private company limited by shares under the new legislation must also end in the word ‘Limited’ or its abbreviation, ‘Ltd.’ However, there are significant changes under this structure in comparison to the previous Ltd structure, which are: No minimum share capital requirement and at least one director, while the company secretary is optional.

The approved company name of a public company limited by shares must end in “Public Limited Company” or its abbreviation “PLC”. A PLC under the new legislation has no limitation in terms of number of shareholders; the company is required to have a minimum share capital of $100,000 of which at least 25 per cent must be paid up, and shall appoint at least two directors and at least one secretary.

Unlike the previous company’s law where director duties were not expressly prescribed, the new legislation has introduced a number of duties that the directors must abide by, such as the duty to act within powers, to promote the success of the company, to exercise independent judgement and reasonable care, skill and diligence, to avoid conflicts of interest; not accept benefits from third parties and declare interest in a proposed transaction or arrangement.

The introduction of the new legislation enhances the already sophisticated legislative regime of the DIFC, giving existing DIFC companies and new investors greater flexibility in terms of managing their business, with wider options with regards to the regulation needed. Moreover, the introduction of director duties heightens their level of responsibility and accountability which in turn gives extra comfort to investors.

Izabella Szadkowska is a partner and Noff Al-Khafaji is an associate, corporate structuring, at Al Tamimi & Company

Brief scoreline:

Toss: South Africa, elected to bowl first

England (311-8): Stokes 89, Morgan 57, Roy 54, Root 51; Ngidi 3-66

South Africa (207): De Kock 68, Van der Dussen 50; Archer 3-27, Stokes 2-12

The Greatest Royal Rumble card as it stands

The Greatest Royal Rumble card as it stands

50-man Royal Rumble - names entered so far include Braun Strowman, Daniel Bryan, Kurt Angle, Big Show, Kane, Chris Jericho, The New Day and Elias

Universal Championship Brock Lesnar (champion) v Roman Reigns in a steel cage match

WWE World Heavyweight ChampionshipAJ Styles (champion) v Shinsuke Nakamura

Intercontinental Championship Seth Rollins (champion) v The Miz v Finn Balor v Samoa Joe

United States Championship Jeff Hardy (champion) v Jinder Mahal

SmackDown Tag Team Championship The Bludgeon Brothers (champions) v The Usos

Raw Tag Team Championship (currently vacant) Cesaro and Sheamus v Matt Hardy and Bray Wyatt

Casket match The Undertaker v Chris Jericho

Singles match John Cena v Triple H

Cruiserweight Championship Cedric Alexander v tba

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What is a calorie?

A food calorie, or kilocalorie, is a measure of nutritional energy generated from what is consumed.

One calorie, is the amount of heat needed to raise the temperature of 1 kilogram of water by 1°C.

A kilocalorie represents a 1,000 true calories of energy.

Energy density figures are often quoted as calories per serving, with one gram of fat in food containing nine calories, and a gram of protein or carbohydrate providing about four.

Alcohol contains about seven calories a gram. 

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%3Cp%3E%3Cstrong%3ECreator%3A%20%3C%2Fstrong%3ENetflix%3C%2Fp%3E%0A%3Cp%3E%3Cstrong%3EStars%3A%20%3C%2Fstrong%3EKris%20Fade%2C%20Ebraheem%20Al%20Samadi%2C%20Zeina%20Khoury%3C%2Fp%3E%0A%3Cp%3E%3Cstrong%3ERating%3A%3C%2Fstrong%3E%202%2F5%3C%2Fp%3E%0A
Expo details

Expo 2020 Dubai will be the first World Expo to be held in the Middle East, Africa and South Asia

The world fair will run for six months from October 20, 2020 to April 10, 2021.

It is expected to attract 25 million visits

Some 70 per cent visitors are projected to come from outside the UAE, the largest proportion of international visitors in the 167-year history of World Expos.

More than 30,000 volunteers are required for Expo 2020

The site covers a total of 4.38 sqkm, including a 2 sqkm gated area

It is located adjacent to Al Maktoum International Airport in Dubai South

Day 5, Dubai Test: At a glance

Moment of the day Given the problems Sri Lanka have had in recent times, it was apt the winning catch was taken by Dinesh Chandimal. He is one of seven different captains Sri Lanka have had in just the past two years. He leads in understated fashion, but by example. His century in the first innings of this series set the shock win in motion.

Stat of the day This was the ninth Test Pakistan have lost in their past 11 matches, a run that started when they lost the final match of their three-Test series against West Indies in Sharjah last year. They have not drawn a match in almost two years and 19 matches, since they were held by England at the Zayed Cricket Stadium in Abu Dhabi in 2015.

The verdict Mickey Arthur basically acknowledged he had erred by basing Pakistan’s gameplan around three seam bowlers and asking for pitches with plenty of grass in Abu Dhabi and Sharjah. Why would Pakistan want to change the method that has treated them so well on these grounds in the past 10 years? It is unlikely Misbah-ul-Haq would have made the same mistake.

The schedule

December 5 - 23: Shooting competition, Al Dhafra Shooting Club

December 9 - 24: Handicrafts competition, from 4pm until 10pm, Heritage Souq

December 11 - 20: Dates competition, from 4pm

December 12 - 20: Sour milk competition

December 13: Falcon beauty competition

December 14 and 20: Saluki races

December 15: Arabian horse races, from 4pm

December 16 - 19: Falconry competition

December 18: Camel milk competition, from 7.30 - 9.30 am

December 20 and 21: Sheep beauty competition, from 10am

December 22: The best herd of 30 camels