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Legal Compliance

Legal Compliance

Corporate governance is the system by which companies are properly directed and controlled. It provides value to the company as a whole and takes into account the corporate and social responsibility of the company’s stakeholders and shareholders.

Even though the Commercial Companies Law (the “New CCL”) obliges them to do so, many companies in Dubai do not place corporate governance and compliance as high on their list of priorities as they should. It can sometimes come as a surprise to learn that the laws of the UAE do in fact call upon businesses to - for example - keep accounting books at their head office for a period of at least 5 years from the end of the financial year of the company.

The New CCL requires all companies governed by its provisions to amend their Memorandum and Articles of Association to comply with the new law by 30 June 2017. A failure to do so will result in fines of AED 2,000 (UAE Dirhams two thousand) per day being imposed on the company. The most severe penalty for failing to amend a company’s constitution by the deadline is that it will be deemed to be dissolved.  

Our Legal Compliance Department can assist clients in relation to onshore companies (not including DIFC) to ensure that they are compliant with the New CCL.

James Berry & Associates also offers company secretarial services to onshore and offshore companies to ensure good corporate governance. We will act as your company secretary, ensuring that your company does not miss any statutory deadlines and protecting you and your company from unusually heavy fines and penalties arising from a failure to observe legal duties outlined in UAE law. Our services include:

  • Corporate status check;
  • Statutory review and comparison of company and registry records, to ensure full compliance with regulations;
  • Remedy compliance failings identified in the corporate status check and statutory review;
  • Corporate secretarial alert: setting-up, monitoring and updating of corporate calendar;
  • Convening, holding and drafting of all minutes – board of directors and general meetings of shareholders;
  • Approval of annual accounts and appointment of auditors;
  • Filing of annual accounts and annual returns (if required); and
  • Maintenance of statutory records.

We also provide assistance with special events such as drafting or minutes of directors and extraordinary shareholder meetings connected with non-routine event activities:

  • Constitutional changes such as change of company name, registered office, business objects, financial year, etc.;
  • Change of management;
  • Voluntary liquidations and closure of companies/branches;
  • Share transfers, share issues and transfers; and
  • Shareholders duties and responsibilities.

Our services can help to guide you through the challenges and changes within your company, easing your administrative burden and allowing you to focus on growing your company.

Should you wish to benefit from these services, we would be happy to answer any queries you may have. Please feel free to contact us at compliance@jamesberrylaw.ae

James Berry & Associates also offers company secretarial services to onshore and offshore companies to ensure good corporate governance. We will act as your company secretary, ensuring that your company does not miss any statutory deadlines and protecting you and your company from unusually heavy fines and penalties arising from a failure to observe legal duties outlined in UAE law. Our services include:

  • Corporate status check;
  • Statutory review and comparison of company and registry records, to ensure full compliance with regulations;
  • Remedy compliance failings identified in the corporate status check and statutory review;
  • Corporate secretarial alert: setting-up, monitoring and updating of corporate calendar;
  • Convening, holding and drafting of all minutes – board of directors and general meetings of shareholders;
  • Approval of annual accounts and appointment of auditors;
  • Filing of annual accounts and annual returns (if required); and
  • Maintenance of statutory records.

We also provide assistance with special events such as drafting or minutes of directors and extraordinary shareholder meetings connected with non-routine event activities:

  • Constitutional changes such as change of company name, registered office, business objects, financial year, etc.;
  • Change of management;
  • Voluntary liquidations and closure of companies/branches;
  • Share transfers, share issues and transfers; and
  • Shareholders duties and responsibilities.

We can also advise on the appointment of nominee executive directors and company secretary, directors' and shareholders' duties and responsibilities and winding up and dissolution of a company (liquidation).

James B. Berry

  • Managing Partner|Barrister-at-Law
  • |

Deepa Suresh

  • Senior Legal Consultant
  • |
  • Corporate and Commercial

Vasumathy Subhash

  • Senior Legal Consultant
  • |
  • Corporate and Commercial

Banking & Finance

We have experience in a wide range of financial matters and have acted for a number of western and local banks and other financial institutions and corporate trustees. We are experienced in the various legal issues facing such entities in the region, including corporate and personal lending and credit, as well as trade finance. We are also able to attend to the resolution of disputes; recovery and enforcement of security, as well as the drafting of documentation for a variety of banking related transactions. We also offer advice to borrowers with regard to protecting their investments in the UAE.

We are in a position to bring to bear a wide range of skills and experience in the financial sector and in the region, all of which are essential in the rapidly evolving and sophisticated financial environment. These include capital-specific transactions such as mergers, acquisitions, private equity and venture capital arrangements.

Commercial

James Berry & Associates provide a comprehensive legal service to businesses ranging from multinational corporations to small privately owned businesses. We pride ourselves on offering a practical service at competitive rates and we make it a priority to acquaint ourselves with the client's business and individual needs by keeping in regular contact.

Our legal associates have many years of experience in providing legal advice within UAE. Examples of the specialist type of work undertaken are:

  • Joint ventures
  • Company re-structuring and conversion, mergers and acquisitions
  • International and local commerce
  • Commercial agency and distributorship
  • Insurance
  • Intellectual property and licensing
  • Banking and finance
  • Construction and engineering
  • Professional partnership
  • Company secretarial services
  • Commercial property
  • Due diligence

To get in touch with our Corporate & Commercial department, please email to berry@jamesberrylaw.ae

Company Incorporation

A wide range of options is available to individuals and to international companies who are looking to establish a business presence in the United Arab Emirates, ranging from companies incorporated under the Commercial Companies Law to companies incorporated within the Free Zones.

The incorporation team at James Berry & Associates provides professional and personalised assistance to clients. We assist our clients in setting up and maintaining in good standing companies incorporated in Dubai, Sharjah and/or Abu Dhabi.

We assist our clients with the following types of registrations:

  • limited liability companies
  • branches and representative offices of non-UAE companies
  • professional licenses
  • professional associations, and/or business forums 
  • free zone companies
  • offshore companies incorporated within UAE Free Zones and/or within other offshore locations

We are registered offshore agents and are therefore fully authorised to assist you in the setting up of offshore companies in the Jebel Ali Free Zone. We also incorporate offshore companies in other popular offshore locations outside the UAE.

To get in touch with our Company Incorporation department, please email deepa@jamesberrylaw.ae or vasumathy@jamesberrylaw.ae

Legal Compliance

Corporate governance is the system by which companies are properly directed and controlled. It provides value to the company as a whole and takes into account the corporate and social responsibility of the company’s stakeholders and shareholders.

Even though the Commercial Companies Law (the “New CCL”) obliges them to do so, many companies in Dubai do not place corporate governance and compliance as high on their list of priorities as they should. It can sometimes come as a surprise to learn that the laws of the UAE do in fact call upon businesses to - for example - keep accounting books at their head office for a period of at least 5 years from the end of the financial year of the company.

The New CCL requires all companies governed by its provisions to amend their Memorandum and Articles of Association to comply with the new law by 30 June 2017. A failure to do so will result in fines of AED 2,000 (UAE Dirhams two thousand) per day being imposed on the company. The most severe penalty for failing to amend a company’s constitution by the deadline is that it will be deemed to be dissolved.  

Our Legal Compliance Department can assist clients in relation to onshore companies (not including DIFC) to ensure that they are compliant with the New CCL.

James Berry & Associates also offers company secretarial services to onshore and offshore companies to ensure good corporate governance. We will act as your company secretary, ensuring that your company does not miss any statutory deadlines and protecting you and your company from unusually heavy fines and penalties arising from a failure to observe legal duties outlined in UAE law. Our services include:

  • Corporate status check;
  • Statutory review and comparison of company and registry records, to ensure full compliance with regulations;
  • Remedy compliance failings identified in the corporate status check and statutory review;
  • Corporate secretarial alert: setting-up, monitoring and updating of corporate calendar;
  • Convening, holding and drafting of all minutes – board of directors and general meetings of shareholders;
  • Approval of annual accounts and appointment of auditors;
  • Filing of annual accounts and annual returns (if required); and
  • Maintenance of statutory records.

We also provide assistance with special events such as drafting or minutes of directors and extraordinary shareholder meetings connected with non-routine event activities:

  • Constitutional changes such as change of company name, registered office, business objects, financial year, etc.;
  • Change of management;
  • Voluntary liquidations and closure of companies/branches;
  • Share transfers, share issues and transfers; and
  • Shareholders duties and responsibilities.

Our services can help to guide you through the challenges and changes within your company, easing your administrative burden and allowing you to focus on growing your company.

Should you wish to benefit from these services, we would be happy to answer any queries you may have. Please feel free to contact us at compliance@jamesberrylaw.ae.

Mergers & Acquisitions

James Berry & Associates has specialised experience in the mergers and acquisitions sector. We deal with all types of corporate mergers and acquisitions and try and ensure that our client’s interests are protected as best as we can in the sale of their existing business or in the purchase of a new business.

We can undertake the due diligence, draft and negotiate the sale and purchase agreement together with drafting of the disclosure letter when required. In addition to this we can assist with the drafting of any other documentation required for the sale and purchase of your business.

We act for a wide range of clients in the company commercial field with various types of business undertakings.

Corporate Management Buy-Ins and Buy-Outs

James Berry & Associates has experience in undertaking company management buy-ins and buy-outs.

We try and ensure that a fair deal is struck between the outgoing management and the new incoming management. As in our clients best interests we also try and make the transition as smooth as possible in order that the management buy-in or buy-out is successful and the company successfully develops further with the new management team in place.

We act for a wide range of clients in the company commercial field with various types of business undertakings.

Construction

In the last half century, no area of the world has witnessed a more dramatic explosion of construction activity than the UAE. As the methods and requirements have become increasingly specialised and sophisticated, so have the demands on the construction lawyer.

James Berry & Associates has specialised experience in the construction sector, both in relation to the UAE and elsewhere and has undertaken extensive work in such projects as construction of facilities for transportation and processing of hydrocarbons, both onshore and offshore, in preparation of contracts for construction of large industrial and commercial facilities in the UAE and the Gulf Area and in more conventional civil and building infrastructure contracts.

We have extensive experience in drafting different types of construction contracts and advising on disputes (including in particular the resolution of disputes) and we act for a wide range of clients in the construction industry.

We deal with all types of construction and engineering projects including assessing and formulating strategies and thereafter advising on the agreements required. Apart from the building or engineering contracts themselves, these may include appointment of consultants, sub contracts, warranty agreements, performance guarantees, financial bonds and agreements with local authorities.

E-commerce and IT

James Berry & Associates has developed particular legal expertise in the expanding sections of Media Computer and Communications with an emphasis on startup.com's, e-commerce and business associated with portal design and architecture.

We are well placed to assist our clients in the development of their businesses in the information technology arena and we are able to identify and analyse the impact of changes in the technology field on your strategic business objectives.

In particular, the firm has close relationships with many leading computer software and hardware companies and has been instrumental in helping these companies to establish an effective presence and operate here in order to serve the growing Middle East market.

Energy Oil & Gas

The Middle East stretches from the coasts of North Africa to the borders of the Indian Sub-continent and is one of the world's foremost oil and gas producing regions. It is also witnessing a revolution in the power and energy sector as each state addresses the need to provide for its industrial and domestic requirements. Within the Middle East, Dubai provides arguably the most sensible location for corporate management teams active in the region and in Asia.

James Berry & Associates handles a complete range of matters related to the oil and gas industry which includes advising on :

  • Legislation and processes relating to granting of licenses and permits;
  • Joint ventures, and operating/management agreements
  • Operatorship responsibilities (Exploration, Field Development, Pipeline Systems and Terminal Operations);
  • Product supply agreements (covering gas, liquid petroleum gas and oil);
  • Resource management issues;
  • Environmental issues;
  • Pipeline transmission agreements;
  • Property and land issues;
  • Project financing.

Our expertise includes title examination, drafting and review of oil and gas agreements of every type, acquisition and financing issues, regulatory filings, and administrative hearings and litigation.

Our extensive experience in this area ranges from advising in matters concerning oil exploration through the distribution and marketing of oil and natural gas. We have been involved in a number of significant gas and petro-chemical projects both in the UAE and outside.

Intellectual Property

We have been providing services in all areas of intellectual property protection in the UAE for many years. In particular, we have been engaged by a wide range of companies in the fast growing technology sector to advise on the protection of computer software. We assist clients in the registration of trademarks and copyrights.

Intellectual Property encompasses a range of different types. Those most commonly known are Copyright, Trademarks and Patents. Each area has its own separate laws, protection, registers and sanctions, which we constantly keep ourselves up to date with to provide you with the latest information.

Intellectual Property is increasingly being seen at the forefront of the United Arab Emirates legal agenda. As more companies are expanding, franchising and wanting to develop their own unique identities, the need for protection of rights has never been greater. Western trends have shown that countries with a comprehensive legal structure surrounding Intellectual Property enhance productivity and inventiveness in their sector. Currently the U.A.E. is a member of many International Treaties such as the Patent Cooperation Treaty and the Berne Convention, which increase protection and open further avenues of global registration. The U.A.E. also has its own Federal Laws giving clear direction on the protection of intellectual property as well as on providing sanctions against for those who have infringed the rights of others.

James Berry and Associates can help you by providing you with advice on whether your work and brand have registrable qualities, as well as on the procedures involved in seeking protection to help eliminate potential infringement. The U.A.E. is constantly updating the process to provide faster and friendlier services. We can also assist in disputes concerning Intellectual Property or help deter ongoing or threatened infringement.

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