CORPAC (ver.02) Client Handbook Corporate Actions

Transcription

1 Client Handbook Corporate Actions 1

2 Contents: I. Introduction II. DIFC Client Portal a. User Access III. Compliance Calendar IV. Submission Process on the DIFC Client Portal a. Returned Service Request V. Corporate Actions a. Annual Filing of Corporate Actions i. Annual Return ii. Annual Reporting (SPC) iii. License Renewal b. Corporate Actions during the Life of a DIFC Entity i. Add Audited Accounts ii. Add or Remove Auditor iii. Initial Allotment of Shares or Membership Interest iv. Allotment of Shares or Membership Interest v. Change, Add or Remove Director vi. Change, Add or Remove Company Secretary vii. Change, Add or Remove Partner viii. Change, Add or Remove Member/Designated Member ix. Change, Add or Remove Founding Member x. Change, Add or Remove Manager xi. Change, Add or Remove Authorised Representative xii. Change of Business Activity xiii. Change of Entity Name xiv. Change of Entity Registered Address xv. Change, Add or Remove Authorised Signatory on Trade License xvi. Change Details Add or Remove Beneficial or Ultimate Owner xvii. Change of Shareholder/Member Details xviii. Change in Authorised Shares/ Membership interest or Nominal Value xix. Client Contact xx. Notice of Amendment of Articles of Association xxi. Notice of Amendment to the Partnership Agreement xxii. Notice of Amendment of the Standard Charter xxiii. Notification of Personal Data Operations xxiv. Notice of Appointment and Cessation or change of Details of person authorised to accept service of any document or notice xxv. Reduction of Share Capital xxvi. Sale/Transfer of Shares / Membership Interest 2

3 xxvii. Buy Back/Company to Purchase Own Shares xxviii. Consolidate/Divide Shares xxix. Redeem Redeemable shares VI. Administrative services I. Introduction 3

4 This user guide outlines the requirements and processes for submissions of corporate actions at the Dubai International Financial Centre (DIFC). The list of Corporate Actions includes and is not limited to annual requirements such as License Renewal and Annual Return. It also includes filing of amendments made to the entity profile such as adding or removing a Director. The Corporate Actions listed in this Client Handbook are not applicable to all Legal structures. To view the list of Corporate Actions applicable to your entity type, please refer to the relevant compliance calendar or applicable laws and regulations available on the DIFC website. II. DIFC Client Portal The DIFC Client Portal is a system developed by DIFC to extend and facilitate the services of the DIFC Registrar of Companies and DIFC Government Services. It is dedicated to provide DIFC registered entities with various online services. These services include registration and licensing, Corporate Actions, and employee services such as employment visas. The DIFC Client Portal must be used.to apply for any Corporate Action User Access: 1. For an existing user, you can access the portal by visiting the DIFC Client Portal on Enter your username and password to login the portal. 2. To create a new user / remove an existing user / update an existing user: a. Visit the DIFC Client Portal on b. Select Request to access portal on the left panel of the page c. The portal will guide you to fill the necessary details for the chosen request and upload any required document d. Upon clicking Submit, the system will generate a User Authorisation Form that should be signed by the entity s authorised signatory listed on the Commercial License and submitted to DIFC Registry Services in hard copy or by sending a scanned signed copy to portal@difc.ae. Video tutorials are also available that guides you on how to gain access to the portal by visiting the DIFC Portal on and selecting Gaining access to the portal icon. III. Compliance Calendar 4

5 The compliance calendar is a guide that provides the list of Corporate Actions applicable to each entity based on its legal structure, type and business activities. The list of Corporate Actions on the Compliance Calendar is limited to actions that require filing with the DIFC Registrar of Companies. If you wish to view the compliance calendar of your entity, please visit the DIFC Client portal on and click on Generate Compliance Calendar under the DIFC Dashboard - Notifications section. Please note that the entities registered in the DIFC must always refer to DIFC laws and Regulations for a comprehensive understanding of the required Corporate Actions on IV. Submission process on the DIFC Client Portal This section provides a step by step process for the submission of Corporate Actions on the DIFC client Portal: a. Access and log-in the DIFC Client Portal on b. Click on Company Services c. Click on the Corporate Action you wish to submit a request for from the list of actions shown in alphabetical order d. On the first page loaded, enter the name and capacity of the person signing the request declaration. The authorised individual must be a Director, Company Secretary, Partner, and Member...etc. depending on the company s legal structure. Please note that the request declaration will be generated upon finalising the service request, it must be printed, signed, scanned and uploaded to confirm the accuracy of the data provided in the request e. Complete each section, save it and click next. (In some instances, by clicking Save, you are being directed to the final page) f. On Review and Finalise, ensure that you are fine with all the details of the completed sections before proceeding. In this step, you can also cancel the request, and create a new one. Once you confirm and click on Finalise & Proceed, you will not be able to go back and make any changes to the details g. In the final page loaded, you will be asked to upload the required documents for the request. (In some instances, you must navigate to the SR Document section at the bottom of the page, click on Upload/Download to view the two tables explained below): i. To print the generated Request Declaration, navigate to the Generated Document table. The authorised individual must sign the document as indicated on the declaration. The signed declaration must be scanned and 5

6 uploaded in high resolution that clearly reflects the SR number on the printed declaration. ii. To upload required documents, navigate to the Documents to be Uploaded table. Click Upload to attach the document. iii. Once uploaded, click on Upload & Submit h. For the Corporate Actions that require payments to be made prior to submission, please ensure that the required balance is available on the company account i. Navigate to 'Submit Request' to finalise the submission Please refer to the Table of Fees at the end of this document which list the fees to be paid for each service, where applicable. If you have any enquiries or need assistance to submit a service request on the Client Portal, please us on portal@difc.ae or call us on Returned Service Request Whilst reviewing the application, should DIFC require further information, the application will be returned requesting for the information or re-uploading documents. a. After reviewing the application, an notification will be sent with DIFC comments b. The provides a link to the pending actions screen page on the Portal, which will specify the steps required for completing the action. Alternatively: a. You can log-in to the DIFC Client Portal using your log-in information b. Go to pending actions screen page c. In the event that an application is returned for more information, the reviewer will request for additional information in the step note section. d. Navigate to the Steps section and click on Step ID e. To proceed, please provide the information required in the customer comments section f. Click on Notes Updated text box g. Click on Save Similarly, if your application is returned due to document rejection: a. Log-in to the DIFC Client Portal using your log-in information b. Go to pending actions screen page 6

7 c. Upload the correct file in the upload document section d. Click on Save e. This action will place the application once again for review by DIFC f. The approved application will move forward. Kindly note that you may watch a video that guides you on how the application return feature works on the DIFC Client Portal by visiting the DIFC Portal on and selecting Closing Pending Actions on the Portal icon. Additionally, you may also navigate to the FAQS screen page once you are logged in to the Portal. V. Corporate Actions This section lists different types of Corporate Actions that must be filed with the DIFC Registrar of Companies with a clear description, requirements, process, fees and service time for each. Please note that filing requirements of corporate actions depend on the legal structure of the entity. The Corporate actions mentioned are separated into two, those that must be delivered annually and others that must be delivered during the life of a DIFC entity as a result of any changes occurring in the entity s profile. Such changes might include the appointment of a director, a change to the company s share capital, or a range of other changes. a. Annual Filing of Corporate Actions This section lists the corporate actions that an entity must deliver every year to the Registrar of Companies (ROC), which include renewal of commercial license and filing of Annual Return. i. Annual Return (Service time: 2 working days) Annual Return must be submitted once a year, between Jan 1st and March 31st and after the completion of the first year of registration. This service request is applicable to Companies Limited by Share (LTD), Limited Liability Companies (LLC) and Foreign Recognised Companies (FRC) that are required to file by their mother jurisdiction. The Annual Return gives a snapshot of general information about a company's directors, secretaries, registered office address, shareholders, members and share capital as per Regulation (10) of the Companies Regulations. 7

8 Please note that Annual Return is not associated with Audited Financial Statements, hence submission should take place anytime from January 1st, but no later March 31st. Failure to submit the annual return within the agreed time frame will result in fines issued by the DIFC Registrar of Companies. For an LTD and LLC: b. A signed copy of the Public Register Extract. (This document is generated by the c. If the company is a Singly Family Office, a signed copy of the annual Return letter is required. For FRC: d. Signed request declaration. (This document is generated by the e. A copy of the Annual Return as filed in the home jurisdiction ii. Annual Reporting (SPC) (Service time: 2 working days) This service request allows you to file the Annual Reporting, which is to be submitted once a year by the Special Purpose Company (SPC), between 1st and 31st of January and after the completion of the first year of registration of the company. iii. License Renewal (Service time: 2 working days) This service request allows an entity to renew it commercial license including the Data Protection (Notification Renewal). The DIFC commercial license and the 8

9 notification of personal data operations must be renewed within one month of the license expiry. Failure to renew within the approved time frame may result in fines issued by the DIFC Registrar of Companies and the Commissioner of Data Protection. a. If the entity is sharing office space with an affiliate, a copy of the NOC for sharing space issued by the DIFC Business Development Department is required. b. If the entity s business activity includes Providing legal services, a copy of a license issued by the Dubai Legal Affairs Department valid for at least another year is required. Note that license renewal fees are not applicable to Protected Cell Companies and Open/Closed Ended Investment Companies. b. Corporate Actions during the Life of a DIFC Entity This section lists the type of Corporate Actions or information to be delivered to the DIFC Registrar of Companies (ROC) when particular changes occur within an entity. The Corporate actions during the life of a DIFC entity arise as a result of a change in the entity profile such as the appointment of a director, a change to the company s share capital, or a range of other changes. The DIFC Registrar of Companies must be informed of such amendments to keep an accurate record in file and on the DIFC Public Register. i. Add Audited Accounts (Service time: 2 working days) This service request allows the entity to file its Annual Audited Financial statements. A service request must be raised to submit the audited accounts of the entity, in accordance with its financial year. Filing audited accounts is not required for all types of entities. Please refer to the entity compliance calendar and DIFC Laws and Regulations for more details. 9

10 a) A copy of the most recent Audited Accounts report signed by the appointed Auditor. Please note that the appointed Auditor must be listed as a Recognised Auditor with the DIFC Registrar of Companies. To view the list of the Recognised Auditors, please go to ii. Add or Remove Auditor (Service time: 2 working days) This service request allows the entity to notify the DIFC Registrar of Companies (ROC) when it appoints or removes an auditor. The company should submit a notice of Add or Remove an Auditor to the Registrar of Companies (ROC) immediately upon adding or removing the Auditor. b. In case of appointing an Auditor: i. A copy of a board resolution confirming appointment of the auditor and ii. A copy of an acceptance letter issued by the appointed Auditor c. In case of removing an Auditor, a copy of a board resolution confirming removal of the Auditor. iii. Initial Allotment of Shares or Membership Interest (Service time: 2 working days) This service request allows you to submit the first time allotment which is required within 14 days after the initial registration/incorporation of the company. b. A copy of the bank statement confirming the deposit of the initial amount of the issued shares (i.e. paid up capital) 10

11 iv. Allotment of Shares or Membership Interest (Service time: 2 working days) This service request allows the company to increase its issued share capital / membership interest by allotting additional shares. The new shares can be allotted to an existing shareholder/member or a new shareholder/member. This service request must be submitted within 14 days from the effective date of the allotment. b. A copy of the bank statement confirming the deposit of the amount of the issued shares c. A copy of a Special Resolution signed by the Directors confirming the allotment. If it is in foreign language, it needs to be legally translated to the satisfaction of the DIFC Registrar of Companies. d. In case of adding a new shareholder, a scanned copy of the relationship declaration signed by the new shareholder (This document is generated by the system upon reviewing and finalising the request). e. In case the shareholder is a body corporate, the shareholder incorporation certificate is required. In case the shareholder is an individual, the passport copy is needed. f. Certificate of Incorporation attested by the issuing authority (applicable to shareholder - body corporate) g. A copy of the amended Articles of Association (optional) h. In case of adding a body corporate shareholder, a separate request must be submitted to identify the Beneficial/Ultimate owner of the body corporate that holds 10% or more of the shares in the body corporate v. Change, Add or Remove Director (Service time: 2 working days) The Registrar of Companies (ROC) should be informed when amendments are made to the board of Directors such as adding a new Director, Removing a Director or updating the details of any of the existing Directors. 11

12 b. In case of updating details of name/nationality of the director, a copy of new passport is required. c. In case of removing the director, a copy of a resignation/termination letter OR a Board resolution approving the removal of the director d. In case of adding a new director, A copy of resolution appointing the director AND a passport copy of the newly appointed director Signed relationship declaration in case of adding a new director. (This document is generated by the system upon reviewing and finalising the request) vi. Change, Add or Remove Company Secretary (Service time: 2 working days) The Registrar of Companies (ROC) should be informed when amendments are made to the Company Secretary such as adding a new Company Secretary, Removing a Company Secretary or updating the details of the existing Company Secretary. b. In case of updating details of name/nationality of the company secretary, a copy of new passport is required. c. In case of removing the company secretary, a copy of a resignation/termination letter OR a Board resolution approving the removal of the company secretary d. In case of adding new individual secretary, A copy of a resolution appointing the company secretary AND a passport copy of the newly appointed secretary Signed relationship declaration in case of appointing a new company secretary. (This document is generated by the e. In case of appointing a new Body corporate secretary, A copy of the resolution appointing the new body corporate AND an attested copy of the certificate of incorporation of the body corporate. 12

13 Signed relationship declaration in case of appointing a new company secretary. (This document is generated by the vii. Change, Add or Remove Partner (Service time: 2 working days) The Registrar of Companies (ROC) should be informed when amendments are made to the Partners such as adding a new Partner, Removing a Partner or updating the details of existing Partners. b. In case of updating details of name/nationality of the Partner, a copy of new passport is required. c. In case of removing the partner, a copy of a resignation/termination letter OR a Partners approval approving the removal of the partner d. In case of adding a new partner, A copy of Partner s approval appointing the new partner AND a passport copy of the newly appointed partner Signed relationship declaration in case of appointing a new partner. (This document is generated by the system upon reviewing and finalising the request) e. In case of appointing new Body corporate partner, A copy of Partner s approval appointing the new partner AND an attested copy of the certificate of incorporation of the body corporate. Signed relationship declaration in case of appointing a new partner. (This document is generated by the system upon reviewing and finalising the request) viii. Change, Add or Remove Member/Designated Member (Service time: 2 working days) The Registrar of Companies (ROC) should be informed when amendments are made to the Members or the Designated Members in an LLP such as adding a new 13

14 Member/ Designated Member, Removing a Member/Designated Member or updating the details of existing Members/Designated Members. b. In case of updating details of name/nationality of the member, a copy of new passport is required. c. In case of removing the member, a copy of a resignation/termination letter OR a Board resolution approving the removal of the member d. In case of adding new individual Member, A copy of resolution appointing the member AND a passport copy of the newly appointed member Signed relationship declaration in case of appointing a new Member. (This document is generated by the system upon reviewing and finalising the request) e. In case of appointing new Body corporate Member, A copy of resolution appointing the member AND an attested copy of the certificate of incorporation of the body corporate. Signed relationship declaration in case of appointing a new Member. (This document is generated by the system upon reviewing and finalising the request) ix. Change, Add or Remove Founding Member (Service time: 2 working days) The Registrar of Companies (ROC) should be informed when amendments are made to the Founding Members in a Non for Profit Incorporated Organisation (NPIO) such as adding a new Founding Member, Removing a Founding Member or updating the details of existing Founding Members. b. In case of updating details of name/nationality of the founding member, a copy of new passport is required. 14

15 c. In case of removing the Founding Member, a copy of a resignation/termination letter OR a Founding members resolution approving the removal of the founding member d. In case of adding a new Founding Member, A copy of resolution appointing the Founding Member AND a passport copy of the newly appointed Founding Member Signed relationship declaration in case of appointing a new founding member. (This document is generated by the system upon reviewing and finalising the request) e. In case of appointing new Body corporate Founding Member, A copy of resolution appointing the Founding Member AND an attested copy of the certificate of incorporation of the body corporate. Signed relationship declaration in case of appointing a new founding member. (This document is generated by the system upon reviewing and finalising the request) x. Change, Add or Remove Manager (Service time: 2 working days) The Registrar of Companies (ROC) should be informed when amendments are made to the Managers in a Limited Liability Company (LLC) such as adding a new Manager, Removing a Manager or updating the details of an existing Manager. b. In case of updating details of name/nationality of the manager, a copy of new passport is required. c. In case of removing the Manager, a copy of the resignation/termination letter OR a Member resolution approving the removal of the Manager. d. In case of adding new Manager, A copy of a resolution appointing the Manager AND a passport copy of the newly appointed manager 15

16 Signed relationship declaration in case of appointing a new manager. (This document is generated by the system upon reviewing and finalising the request) xi. Change, Add or Remove an Authorised Representative (Service time: 2 working days) The Registrar of Companies (ROC) should be informed when amendments are made to the Authorised Representative in a Single Family Office such as adding a new Authorised Representative, Removing an Authorised Representative or updating the details of an existing Authorised Representative. b. In case of updating details of name/nationality of the Authorised Representative, a copy of new passport is required. c. In case of removing the Authorised Representative, a copy of the resignation/termination letter OR a Board resolution approving the removal of the Authorised Representative d. In case of adding a new Authorised Representative, A copy of resolution appointing the Authorised Representative AND a passport copy of the newly appointed Authorised Representative. Signed relationship declaration in case of appointing a new Authorised Representative. (This document is generated by the xii. Change of Business Activity (Service time: 4 working days) This service request allows an entity to add/remove business activities. Please note that adding/removing financial business activities must be approved by DFSA prior to applying on the Client Portal. Non-financial business activities can be submitted directly on the Client Portal for the approval of the DIFC Registrar of Companies. Please note that The DIFC Registrar of Companies might request submission of a business plan in case of adding non-financial business activities that are not within the same scope of the existing business activities. 16

17 a. Signed Request declaration (This document is generated by the b. In case the activity is financial, a copy of DFSA approval to add/remove an activity c. In case the activity is non-financial or retail, a copy of a letter addressed to the Registrar of Companies stating the change of activity. The letter should state the following: i. Reasons for changing the business activity with detailed explanation. ii. How the entity is planning to implement the change in business activities iii. Explain in detail how the amended activities will fit with the existing scope of the entity Original Documents Required: Return the original license upon collection of the new license and Certificate of Name Change. xiii. Change of Entity Name (Service time: 2 working days) In this service request, you can apply for a change of entity name, trading name or both. An entity can change its name or trade name, provided that the new name is acceptable to the Registrar and is in compliance with DIFC Laws and Regulations. The change of name will take effect from the date on which the Registrar issues the certificate of name change. When changing the entity name, please note the conditions below. For further details, please refer to DIFC laws and Regulations. 1. The new proposed name should be available. 2. If the company is a Foreign Recognised Company, the entity name should be identical to the mother company. 3. The name entered must be written using the English alphabet or numerical characters. 17

18 4. The name must not resemble the name of an existing company in DIFC (except for related entities where authorisation to use the name is granted). 5. The name should not contain the word 'bank', 'insurance' or 'trust' unless DFSA consent in writing to the use of such words is granted. 6. The name cannot start or end with Gate, 'Dubai', 'UAE' or 'DIFC'. 'Dubai', 'UAE' or 'DIFC' can be used in the middle of the name and only in brackets, (ex, ABCDEFG (Dubai) limited). In exceptional cases, with approval of the Registrar of Companies, this rule can be amended and the use of 'Dubai', UAE, DIFC' and Gate at the beginning of the proposed name can be allowed. a. Signed request declaration (This document is generated by the b. A copy of Special Resolution signed by the Directors approving the change of name/trading name. c. If it is a Recognised Company, a certified copy of the certificate of name changes of the parent company. d. If the legal structure of the entity is LTD or LLC, the entity must amend its articles of association within 30 days from the effective date of the amendment. xiv. Change of Entity Registered Address (Service time: 2 working days) This service request is used to inform the DIFC Registrar of Companies of a change to the entity s registered address. You can use this service request to update any of the details below: Update or add a new location Update the entity P.O. Box number or Update the entity telephone number 18

19 b. In case of Sharing an office, a copy of NOC for sharing space issued by the DIFC Business Development Department. xv. Change, Add or Remove Authorised Signatory on Trade License (Service time: 2 working days) This service request allows an entity to add, remove or update the details of its authorised signatories on the trade license. b. In case of updating details of name/nationality of an authorised signatory, a copy of the new passport is required. c. In case of removing an authorised signatory, a copy of the resignation/termination letter of the said individual or a Board resolution approving the removal of the signatory d. In case of adding a new authorised signatory, A copy of the resolution appointing the said person as authorised signatory and A passport copy of the newly appointed signatory Original Documents required: the original license must be returned at the time of collecting the new license. xvi. Change Details Add or Remove Beneficial or Ultimate Owner (Service time: 2 working days) In this service request, you can add or remove a beneficial / ultimate owner or update the details of an existing beneficial / ultimate owner of a Foreign Recognised Company or if the shareholder is a body corporate. This request must be submitted when adding a new body corporate shareholder to provide the details of the owners that hold more than 10%. 19

20 b. If the ultimate owner is an individual s, The passport copy is required. c. If the ultimate owner is a body corporate, a copy of the Certificate of Incorporation is required. d. A copy of the Relationship declaration signed by the Ultimate owner is required in case of ADDING only. xvii. Change of Shareholder/Member Details (Service time: 2 working days) The DIFC Registrar of Companies (ROC) should be informed when an amendment is made to the details of the existing shareholders of a Company registered in the DIFC. b. In case of updating details of name/nationality of an individual shareholder, a copy of new passport is required. c. In case the shareholder is a body corporate, a certified copy of certificate of name change is required. d. If only address details are updated, no further documents are required. xviii. Change in Authorised Shares/ Membership interest or Nominal Value (Service time: 2 working days) This service request allows you to change the number and value of the authorised shares/membership interest and/or change the nominal value of the share/membership interest. 20

21 b. A copy of a Special Shareholder Resolution approving the amendments. If it is in foreign language, it needs to be legally translated to the satisfaction of the Registrar. c. A copy of the amended Articles of Association (optional) xix. Client Contact (Service time: 1 working day) This service request allows the entity to update its main contact details such as the company CEO, the CEO Personal Assistant, Senior Executive Officer, Office Manager contact details for general communication and IT contact person. N/A xx. Notice of Amendment of Articles of Association (Service time: 2 working days) A company should file a notice of amendment of Articles of Association with the DIFC Registrar of Companies (ROC) when the Articles of Association contents are amended, like increasing or decreasing the share capital, changing shareholders, name of the company, or any form of amendment. b. A draft of the amended Articles of Association with track changes in a word document format. c. A legal opinion if the sections amended are from Provision 6 and above to the existing Articles d. A copy of a special resolution approving the change to the Articles e. Two original sets of the amended of Articles of Association must be submitted and signed in the presence of one of the Registry Services Officer. xxi. Notice of Amendment of Partnership Agreement (Service time: 2 working days) 21

22 A company should file a notice of amendment of Partnership Agreement with the DIFC Registrar of Companies (ROC) when the Partnership contents are amended like changing partners, name of the company, or any form of amendment. f. Signed request declaration. (This document is generated by the g. A draft of the amended Partnership Agreement with track changes in a word document format. h. A copy of a special resolution approving the change to the Partnership i. Two original sets of the amended Partnership Agreement must be submitted and signed in the presence of one of the Registry Services Officer. xxii. Notice of Amendment of Standard Charter (Service time: 2 working days) A company should file a notice of amendment of Standard Charter with the DIFC Registrar of Companies (ROC) when the Standard Charter contents are amended like changing founding member, name of the company, or any form of amendment. j. Signed request declaration. (This document is generated by the k. A draft of the amended Standard Charter with track changes in a word document format. l. A legal opinion if the sections are amended from Provision 6 and above to the existing Standard Charter m. A copy of a special resolution approving the change to the Standard Charter n. Two original sets of the amended Standard Charter must be submitted and signed in the presence of one of the Registry Services Officer. 22

23 xxiii. Notice of Appointment and Cessation or change of Details of person authorised to accept service of any document or notice (Service time: 2 working days) The DIFC Registrar of Companies (ROC) should be informed when a company is appointing, removing or updating the details of the person authorised to accept service of any document or notice. This is applicable to recognised entities only. b. In case of updating details of name/nationality of the person authorised to accept service, a copy of new passport is required. c. In case of removing the person authorised to accept service, a copy of the resignation/termination letter OR a resolution approving the removal of the person authorised to accept service. d. In case of adding new person authorised to accept service, A copy of a resolution appointing the person authorised to accept service AND a passport copy of the newly appointed person authorised to accept service Signed relationship declaration in case of appointing a new person authorised to accept service. (This document is generated by the system upon reviewing and finalising the request) xxiv. Notification of Personal Data Operations This service request allows an entity to update the manner of processing data or the details of the Data Controller appointed. For more information on the rules & regulations regarding the collection, handling, disclosure and use of personal data in DIFC as well as the forms and fees, kindly 23

24 visit the Data Protection section using the following link: xxv. Reduction of Share Capital (Service time: 2 working days) Reduction of Share Capital is when a company resolves to reduce the paid up capital. The relevant service request on the DIFC Client Portal is still under development and all the required documents must be submitted by or in hard copy to the Registry Services office. a. Special Resolution - signed by the board of directors, if in foreign language, needs to be legally translated to the satisfaction of the Registrar. b. Certificate signed by at least two directors of the company declaring that on that date company is solvent or that all the creditors of the company on that date have consented to the reduction; c. Copy of the amended Articles of Association (reflecting the changes) d. Copy of a notice published in the appointed newspaper and have the following conditions: a. Notice should be published at a date not more than 30 days and not less than 15 days before the date of which reduction took effect b. Notice should state the amount of the share capital as last previously determined by the company, the amount of each share, the amount to which the share capital is to be reduced, and the date from which the reduction is to have effect) xxvi. Sale/Transfer of Shares / Membership Interest (Service time: 2 working days) A company should submit a notice of Sale or Transfer of Shares or Membership Interest to the DIFC Registrar of Companies (ROC) when the company resolves to transfer or sell its shares to new shareholders or existing shareholders. 24

25 b. A copy of a Resolution signed by the Directors of the Company approving the sale/transfer. If it is in foreign language, it needs to be legally translated to the satisfaction of the Registrar. c. Acceptance letter from the buyer acknowledging the sale/transfer. d. Certificate of Incorporation attested by the issuing authority (applicable to shareholder - body corporate) e. In case of selling or transferring to a new shareholder, A copy of the passport of the newly appointed shareholder (in case it is an individual) is required or a copy of the certificate of incorporation in case the newly appointed shareholder is a Body Corporate. f. Signed relationship declaration in case of adding a new shareholder. (This document is generated by the system upon reviewing and finalising the request). g. If the entity is a regulated entity, and the sale/transfer will result in change of control, consent from DFSA is required. h. In case it is a sale, a copy of the bank statement (optional) i. In case of adding a new body corporate shareholder, the entity must add the Ultimate beneficial owner that holds 10% or more of the body corporate by raising a separate request on the DIFC Client Portal. xxvii. Buy Back/Company to Purchase Own Shares (Service Time:- ) This request allows the company to purchase its own shares (including redeemable shares). The relevant service request on the DIFC Client Portal is still under development and all the required documents must be submitted by or in hard copy to the Registry Services office. A Company may not purchase its Shares if as a result of the purchase there would no longer be a Shareholder of the Company holding Shares. a. Resolution approving the purchase of own shares (kindly note that the shares to be purchased shall not carry the right to vote on the Resolution authorizing the purchase). 25

26 xxviii. Consolidate or Divide shares (Applicable to LTD only) (Service Time:- 2 Working Day) This request allows the company to consolidate and divide or sub divide all or any of its shares into shares of larger/smaller share value than the existing Share value. The relevant service request on the DIFC Client Portal is still under development and all the required documents must be submitted by or in hard copy to the Registry Services office. a. A special resolution approving consolidation/division of shares. xxix. Redeem Redeemable shares (Applicable to LTD only) ( Service Time:- 2 Working Day) This request allows the Company to redeem redeemable shares from the issued shares, if its authorized to do so by its articles. The relevant service request on the DIFC Client Portal is still under development and all the required documents must be submitted by or in hard copy to the Registry Services office. a. Resolution approving the redemption of shares. VI. Administrative services (Service time: 1 working day) We provide the following administrative services to help you do your business and communicate with other parties: 26

27 1) Providing an extract of information from the Public Register 2) Providing an extract of any document 3) Witnessing of Signature (passport copy required) 4) Attestation as true copy of the original document 5) Replacement of Commercial license (formal letter required) 6) NOC to open a branch / subsidiary of DIFC entity in outside DIFC jurisdiction 7) Letter of good standing 8) Certificate of Incumbency 9) Zero Tax Certificate 10) Certificate of status (under formation letter) 1. Process on the DIFC Client Portal a. Access and log-in the DIFC Client Portal on b. Click on Company Services. c. Under the list of Administrative Services, click on the respective service required. d. Click on Save and on the next page loaded, please click on 'Submit to submit the request. e. You will be prompted to pay the respective fees, upon confirming that, navigate to Confirm to finalise the submission. 27

28 Table of Fees Annual Filing of Corporate Actions Non Retail Retail Service Time Renewal of the Commercial License For a Protected Cell Company Nil n/a For Open/Closed Ended Investment Company Nil n/a For Non-Profit Incorporated Organization $1,000 n/a For A Representative Office $4,000 n/a For Other Legal Structures $12,000 $5,100 Filing of Annual Return & Annual Reporting (between Jan 1st-March 31st of every year) For Limited Liability Company $800 $340 For Companies Limited by Shares $800 $340 For a Foreign Recognized Company Nil Nil Filing od Annual Reporting (between Jan 1st-31st of every year) For Special Purpose Companies $800 n/a Other Corporate Actions Notice of Change of Entity Name For Special Purpose Companies $200 n/a For a Protected Cell Company $200 n/a For Open/Closed Ended Investment Company $200 n/a For Non-Profit Incorporated Organization $100 n/a For Other Legal Structures $800 $340 Notice of Change of Registered Address For All Legal Structures Nil Nil Notice of Change of an Authorized Signatory For All Legal Structures (w here applicable) Nil Nil Notice of Change of Director/Company Secretary For All Legal Structures (w here applicable only) Nil Nil Notice of Change of Manager For All Legal Structures (w here applicable only) Nil Nil Notice of Change of a Member/Designated Member For All Legal Structures (w here applicable) Nil Nil Notice of Change of a Partner For All Legal Structures (w here applicable only) Nil Nil Notice of Change of an Authorized Representative For All Legal Structures (w here applicable) Nil Nil Notice of Change of a Beneficial Owner For All Legal Structures (w here applicable) Nil Nil Notice of Change of Person Authorised to Accept Service of any Document or Notice For All Legal Structures (w here applicable) Nil Nil Notice of Amendment of Articles of Association/Partnership Agreement For All Legal Structures (w here applicable) Nil Nil Notice of Sale or Transfer of Shares/Membership Interest For All Legal Structures (w here applicable only) Nil Nil Notice of Allotment of Shares/Membership Interest For All Legal Structures (w here applicable only) Nil Nil Notice of Increase/Decrease of Share Capital/Membership Interest For All Legal Structures (w here applicable) Nil Nil Notice of Change of Auditor For All Legal Structures (w here applicable only) Nil Nil Client Contact For All Legal Structures Nil Nil Notice of Change of Business Activity For All Legal Structures Nil Nil 1 Working Day 1 Working Day 1 Working Day 4 Working Days 28

29 Administrative Services Non Retail Retail Service Time Providing an Extract of Information from the Public Register of Companies For Non-Profit Incorporated Organization $200 n/a For Other Legal Structures $100 $100 Providing a Certified Copy of any Document For Non-Profit Incorporated Organization $200 n/a For Other Legal Structures $100 $100 Witnessing of Signature For All Legal Structures $100 $100 Attestation as True Copy of an Original Document For All Legal Structures $100 $100 Replacement of Commercial License For All Legal Structures $100 $100 NOC to Open a Branch/Subsidiary of the DIFC entity outside the DIFC Jurisdiction For All Legal Structures $100 $100 Letter of Good Standing For All Legal Structures $100 $100 Certificate of Incumbency For All Legal Structures $100 $100 Zero Tax Certificate For All Legal Structures $100 $100 Certificate of Status (under formation letter) For All Legal Structures Nil Nil 1 Working Day 1 Working Day 1 Working Day 1 Working Day 1 Working Day 1 Working Day 1 Working Day 1 Working Day 1 Working Day 1 Working Day 29