UNITED ARAB EMIRATES Law and Practice Contributed by: Francesco Bulleri, Beshoy Mounir, Sultan Bahriddini and Noora Al Doseri, ADG Legal
5.3 Incorporation and Registration Mainland UAE companies are incorporated and licensed through the competent economic depart - ment or licensing authority in the relevant Emirate, such as the Department of Economy and Tourism in Dubai or the relevant Department of Economic Devel - opment in other Emirates. The UAE Ministry of Econ - omy identifies the company registrars within the UAE, including the economic departments of the Emirates and relevant free zone registrars. The incorporation process generally requires: • selecting the legal form and licensed activity; • reserving the trade name; • obtaining initial approval; • preparing the memorandum and articles of asso - ciation or other constitutional documents; • providing shareholder and manager/director infor - mation; • identifying the registered office; and • obtaining the relevant licence. The Ministry of Economy notes that mainland compa - nies may be established through the relevant Depart - ment of Economic Development or through digital platforms. Free zone companies are incorporated through the registrar or authority of the relevant free zone. DIFC entities are registered through the DIFC Registrar of Companies, while ADGM entities are registered through the ADGM Registration Authority. The appli - cable filing requirements depend on the relevant juris - diction, legal form and activity. The applicable filing requirements depend on the relevant free zone, legal form and licensed activity, and may include licence renewals, confirmation statements, changes to reg - istered particulars, financial statements or accounts, beneficial ownership information and other event- driven filings. By way of example, in the DIFC and ADGM, companies are generally required to file an annual confirmation statement with the Registration Authority. Typical filings include incorporation documents, con - stitutional documents, shareholder and director/man - ager particulars, licence applications, registered office
Listed companies are subject to additional periodic financial reporting and disclosure obligations under the capital markets framework and the rules of the relevant market, including the ADX or DFM. These generally include audited annual financial statements, interim financial statements and disclosure of mate - rial information that may affect the price or trading of securities. Companies incorporated in the DIFC or ADGM are subject to separate accounting and filing requirements. For example, ADGM companies and LLPs must generally file annual accounts with the ADGM Registration Authority, unless an exemption applies. 5.2 Corporate Governance Arrangement Disclosure Public joint stock companies and listed companies are required to disclose their corporate governance arrangements through annual corporate governance reporting and other market disclosures. The Corporate Governance Guide requires listed public joint stock companies to report on the board, board committees, senior management, internal controls, risk manage - ment, external auditors, related-party transactions, remuneration, shareholder rights and compliance with applicable governance requirements. Recent amendments have increased the focus on internal controls, risk management and governance reporting. In particular, the 2024 amendments to the Governance Guide introduced more detailed expecta - tions concerning internal controls, governance over - sight, reporting and compliance mechanisms. Private companies are generally not subject to the same level of public corporate governance disclosure. Their governance arrangements are mainly contained in their constitutional documents and shareholders’ agreements, which are not usually publicly available in full. However, additional disclosure requirements may apply where the company is regulated, incorpo - rated in a financial free zone (ie, DIFC or ADGM), sub - ject to financing arrangements, or required to submit information to a licensing authority, registrar or sector regulator.
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