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:
- 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.;
- 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 firstname.lastname@example.org.