UNITED ARAB EMIRATES Law and Practice Contributed by: Francesco Bulleri, Beshoy Mounir, Sultan Bahriddini and Noora Al Doseri, ADG Legal
• breaches of the company’s constitutional docu - ments; • invalid or improperly passed shareholder resolu - tions; • dilution of rights or unequal treatment of sharehold - ers; • misrepresentation or failure to disclose material information in connection with share subscriptions or transactions; and • abusive conduct by those in control of the com - pany. In addition, shareholders may challenge corporate decisions or transactions that are contrary to law. In such cases, courts may annul the relevant decisions or grant other appropriate remedies. Claims may also arise in the context of related-party transactions, particularly in public joint stock compa - nies, where regulatory frameworks impose specific approval and disclosure requirements designed to protect minority shareholders. In regulated environments, shareholders may also have recourse to more structured remedies, includ - ing unfair prejudice claims and regulatory complaints. Remedies available to shareholders may include dam - ages, annulment of resolutions, injunctive relief and, in some cases, the removal of directors or other cor - rective measures. 4.5 Shareholders in Publicly Traded Companies Shareholders in publicly traded companies in the UAE are subject to a range of disclosure and transparency obligations, primarily aimed at ensuring market integ - rity and protecting investors. In listed public joint stock companies, shareholders are generally required to notify the market and the relevant regulator when their shareholding reaches, exceeds or falls below specified ownership thresh - olds. These disclosure obligations apply to both direct and indirect holdings and are intended to provide vis - ibility over significant shareholdings and changes in control. Ongoing disclosure is also required in respect
of subsequent increases or decreases in holdings beyond prescribed thresholds. In addition, shareholders (particularly controlling shareholders) may be subject to further obligations under securities regulations, including rules relating to market conduct, insider trading and, in certain cases, mandatory takeover offers where specified thresholds of control are acquired. The UAE regulatory framework places increas - ing emphasis, particularly in regulated markets, on responsible shareholder conduct, engagement with companies, and compliance with applicable market rules and disclosure standards. As regards ultimate beneficial ownership (UBO), UAE law requires companies (including public joint stock companies) to identify and maintain records of their ultimate beneficial owners, including individuals who ultimately own or control a specified percentage of the company or otherwise exercise control. This infor - mation must be maintained in internal registers and submitted to the relevant authorities. 5. Corporate Reporting and Disclosures 5.1 Financial Reporting Requirements UAE companies are required to maintain accounting records that accurately reflect their transactions and financial position. Under UAE law, companies must keep accounting records for at least five years from the end of the relevant financial year. The accounts must be prepared in accordance with applicable accounting standards and must enable shareholders to verify the company’s financial position. LLCs and joint stock companies are generally required to appoint one or more auditors and to prepare annual financial statements. For public joint stock compa - nies, the board must prepare the annual accounts and present them, together with the auditor’s report, to the general assembly. UAE law contains detailed provi - sions on the approval of accounts, auditor reporting and submission of accounts to the competent author - ity and capital markets regulator.
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