UAE Law and Practice Contributed by: Amir Alkhaja, Areen Jayousi, Gulsun Ozmen and Alia AlMarzooqi, Habib Al Mulla & Partners
• Upon payment of the relevant DED fees, the DED issues the licence for the LLC. Registration, Licensing and Post-Incorporation Obligations Following issuance of the licence, the LLC must reg - ister with the Federal Tax Authority for corporate tax purposes and, where applicable, VAT purposes. The LLC must also register with MOHRE prior to employ - ing any staff and initiate the process for opening a corporate bank account in the UAE. The overall incorporation timeline for a standard LLC that does not require additional regulatory approvals is typically between two and four weeks. 3.3 Ongoing Reporting and Disclosure Obligations Licence Renewal and Change Notifications UAE mainland companies must renew their licence annually with the relevant DED, which involves fee payment and confirmation that the company’s regis - tered particulars remain accurate. A valid Ejari certifi - cate, or equivalent tenancy registration document in the relevant emirate, is required in order to complete the licence renewal process. Any amendments to the company’s constitutional doc - uments, including the MOA, must be duly notarised before a UAE notary public and filed with the relevant DED without delay. Any changes in the MOA notarised by the notary must also be filed with the relevant DED without delay. Failure to maintain a valid and accurate trade licence or to update the company’s registered information may constitute a regulatory violation and may result in administrative fines, suspension of the company’s activities and practical difficulties in dealing with banks, government authorities and third parties. UBO Filing Requirements Companies must maintain an internal partners and shareholders register and a separate UBO register identifying all individuals who ultimately own or con - trol 25% or more of the share capital or voting rights, or who otherwise exercise effective control. This information must be filed with the relevant licensing
authority and updated within 15 days of any change. Non-compliance with the UBO regulations attracts administrative penalties and can affect the company’s ability to renew its licence or conduct activities. Financial Reporting Companies must maintain accounting records in compliance with applicable standards. Under the corporate tax regime, all taxable persons must pre - pare financial statements in accordance with the Inter - national Financial Reporting Standards (IFRS) or the IFRS for SMEs and file an annual corporate tax return with the Federal Tax Authority. PJSCs and PrJSCs are subject to more extensive disclosure obligations under the Companies Law, including preparation of annual audited financial statements and their presen - tation to the annual general meeting of shareholders. 3.4 Management Structures LLC Management An LLC is managed by one or more managers appointed by the shareholders, who may be share - holders themselves or third parties. The manager has authority to bind the company in day-to-day business within the scope of authority defined in the MOA and/ or any shareholders’ resolutions. The LLC does not require a mandatory two-tier governance structure; the default is a single-tier arrangement in which the manager or board of managers exercises both execu - tive and supervisory functions. In practice, shareholders may also appoint a board of directors for internal governance purposes. However, unlike a general manager, directors are not registered with the relevant DED as authorised representatives of the LLC. The names and details of such directors may instead be recorded in the MOA or in a separate shareholders’ resolution. The general assembly of shareholders retains ultimate authority over reserved matters, including approval of the company’s financial statements, declaration and distribution of profits, appointment or removal of managers and amendments to the MOA. The general assembly must convene at least once annually.
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