Client Handbook Corporate Actions

Transcription

1 Client Handbook Corporate Actions

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 b. Payment methods 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. Update Details, Add or Remove Director vi. Update Details, Add or Remove Company Secretary vii. Update Details, Add or Remove Partner viii. Update Details, Add or Remove Member/Designated Member ix. Update Details, Add or Remove Founding Member x. Update Details, Add or Remove Manager xi. Update Details, Add or Remove Authorised Representative xii. Change of Business Activity xiii. Change of Entity Name or Trade Name xiv. Change of Entity Registered Address xv. Update Details, Add or Remove Authorised Signatory on Trade License xvi. Update 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 xxvii. Buy Back/Company to Purchase Own Shares xxviii. Consolidate/Divide Shares xxix. Redeem Redeemable shares VI. Administrative services 2 of 28

3 I. Introduction 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 Actions. 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. Access cannot be granted without receipt of the signed copy of this form III. Compliance Calendar 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 3 of 28

4 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 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 4 of 28

5 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 which lists 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 a. 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 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. 5 of 28

6 b. Payment methods To make a payment online, login to the portal and click on Top-up Balance link in Company Overview. Choose the payment option and follow the steps as shown on your screen. Please note the below for different payment methods: 1. Payment by Wire Transfer: Click on Bank Transfer option. A window screen will pop up with Business Partner Number. Please take note of this number and include it in your bank transfer details. Our bank details are: DIFC Investments LLC- Collection Account Emirates NBD- Deira Branch Account No AED Swift Code: EBILAEAD IBAN No.-AE Once the amount is received by Registry Services, the amount will be reflected into your account. Please note that we only accept transfers in AED. 2. Payment by Cheque: Please enter the top-up amount and other cheque details. Cheque is payable to DIFC Investments LLC - Collection Account. We only accept cheques issued in AED. Proceed to the Registry Services Cashier along with the cheque to deposit the amount into your portal balance. 3. Payment by Credit Card: Please note that a service charge of 2.5% of the top-up amount will be charged on your card. 4. Payment by Cash: For cash payments, you are kindly requested to proceed to Registry Services to deposit the cash amount. Once cash amount is received the Portal balance will be updated. 5. USD Exchange rate is $1= AED 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. 6 of 28

7 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 Shares (LTD), Limited Liability Companies (LLC) and Foreign Recognised Companies (FRC) that are required to file the Annual Return 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. Please note that Annual Return is not associated with Audited Financial Statements, hence submission should take place anytime from January 1st, but no later than 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 copy of the Register Extract signed by a Director/ Company Secretary/ Member/ Manager.. (This document is generated by the system upon reviewing and finalising the request) c. If the company is a Singly Family Office, a signed copy of the annual Return letter is required. For FRC: 7 of 28

8 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 its commercial license including the Data Protection (Notification Renewal) and establishment card (if applicable). The DIFC commercial license and the 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. If the entity has issued an establishment card earlier, the renewal of the establishment card will be mandatory as part of this service request.. Companies holding an expired establishment card will not be allowed to submit any visa related services at the Government Services Office. Failure to renew within the approved time frame will result in fines issued by the General Directorate of Residency and Foreigners Affairs of Dubai at a rate of AED 100/month of delay. For further details on the subject please refer to the Government Services Handbook 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. 8 of 28

9 b. If the entity s business activity includes Providing legal services, a copy of a valid license issued by the Dubai Legal Affairs Department 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 types 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 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. 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. 9 of 28

10 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 or a letter from the bank confirming the deposit of the initial amount of the issued shares (i.e. paid up capital) Note that Initial allotment is not applicable to Open/Closed Ended Investment Companies, Special Purpose Companies or in case of an entity that transferred its incorporation to DIFC. 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. 10 of 28

11 b. Evidence of payment such as a copy of the bank statement or a letter from the bank confirming the deposit of the amount of the issued shares or a document of a similar effect. c. An Ordinary Resolution signed by Shareholder(s)/Member(s) confirming the allotment. If it is in a 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, the following is required: i. 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). ii. If the shareholder is a body corporate, a copy of a certified Certificate of Incorporation is required. If the shareholder is an individual, the passport copy is needed. e. In case of adding a new body corporate shareholder, the details of the Ultimate Beneficial Owners must be provided as part of the same service request. v. Update Details, 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. b. In case of updating passport details of the Director, a copy of the new passport is required. c. In case of updating the name of a Director, evidence of change of name is required such as a copy of a certificate issued by the embassy. d. In case of removing a Director, a copy of a resignation/termination letter OR an Ordinary Resolution approving the removal of the Director. e. In case of adding a new Director, the following is required: A copy of an ordinary resolution appointing the Director. Passport copy of the newly appointed Director. 11 of 28

12 Signed relationship declaration in case of adding a new Director. (This document is generated by the system upon reviewing and finalising the request) vi. Update Details, 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 passport details of the Company Secretary, a copy of the new passport is required. c. In case of updating the name of the Company Secretary, evidence of name change is required such as a copy of a certificate issued by the embassy, d. In case of removing the Company Secretary, a copy of a resignation/termination letter OR an Ordinary Resolution approving the removal of the Company Secretary. e. In case of adding a new Company Secretary, A copy of an Ordinary Resolution appointing the Company Secretary. Passport copy of the newly appointed Secretary if an individual/ A copy of the Certificate of Incorporation if body corporate. Signed relationship declaration. (This document is generated by the system upon reviewing and finalising the request) vii. Update Details, 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. 12 of 28

13 b. In case of updating passport details of a Partner, a copy of the new passport is required. c. In case of updating the name of a Partner, evidence of change of name is required such as a copy of a certificate issued by the embassy. d. In case of removing a Partner, a copy of a resignation/termination letter OR a Partners approval approving the removal of the partner is required. e. In case of adding a new Partner, A copy of Partner s approval appointing the new Partner. Passport copy of the newly appointed Partner if an individual / A copy of the Certificate of Incorporation if body corporate. Signed relationship declaration. (This document is generated by the system upon reviewing and finalising the request) f. In case of adding a new body corporate Partner, the details of the Ultimate Beneficial Owners of the body corporate Partner must be provided as part of the same service request. viii. Update Details, 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 Member/ Designated Member, Removing a Member/Designated Member or updating the details of existing Members/Designated Members. b. In case of updating passport details of a Member/Designated Member, a copy of the new passport is required. c. In case of updating the name of a Member/Designated Member, evidence of change of name is required such as a copy of a certificate issued by the embassy. 13 of 28

14 d. In case of removing a Member/Designated Member, a copy of a resignation/termination letter OR a notice approving removal of a Member/Designated Member signed by an existing Designated member. e. In case of adding a new Member/Designated Member, Notice of appointing the Member/Designated member signed by an existing Designated Member. Consent to becoming a Member/Designated Member signed by the appointed Member / Designated Member. Signed relationship declaration. (This document is generated by the system upon reviewing and finalising the request) Passport copy if the added Member/Designated Member is an individual. A copy of the Certificate of Incorporation if the added Member/Designated Member is a body corporate. f. In case of adding a new body corporate Member/Designated Member, the details of the Ultimate Beneficial Owners of the body corporate Member/Designated Member must be provided as part of the same service request. ix. Update Details, 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 passport details of a Founding Member, a copy of the new passport is required. c. In case of updating the name of a Founding Member, evidence of change of name is required such as a copy of a certificate issued by the embassy. 14 of 28

15 VI. d. In case of removing a Founding Member, a copy of a Founding Members resolution approving the removal of the Founding Member is required. e. In case of adding a new Founding Member, A copy of a resolution appointing the Founding Member signed by the existing Founding Members. Signed relationship declaration. (This document is generated by the system upon reviewing and finalising the request) Passport copy if the added Founding Member is an individual / A copy of the Certificate of Incorporation if a body corporate. f. In case of adding a new body corporate Founding Member, the details of the Ultimate Beneficial Owners of the body corporate Founding Member must be provided as part of the same service request. i. Update Details, 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. a. In case of updating passport details of a Manager, a copy of the new passport is required. b. In case of updating the name of a Manager, evidence of change of name is required such as a copy of a certificate issued by the embassy. c. In case of removing a Manager, a copy of the resignation/termination letter OR an ordinary resolution approving the removal of the Manager. d. In case of adding a new Manager, A copy of an Ordinary Resolution appointing the Manager. Passport copy of the newly appointed Manager. 15 of 28

16 Signed relationship declaration. (This document is generated by the system upon reviewing and finalising the request) ii. Update Details, 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 passport details of an Authorised Representative, a copy of the new passport is required. c. In case of updating the name of an Authorised Representative, evidence of change of name is required such as a copy of a certificate issued by the embassy. d. In case of removing the Authorised Representative, a copy of the resignation/termination letter OR an Ordinary Resolution approving the removal of the Authorised Representative. e. In case of adding a new Authorised Representative, A copy of an Ordinary Resolution appointing the Authorised Representative. Passport copy of the newly appointed Authorised Representative. Signed relationship declaration. (This document is generated by the system upon reviewing and finalising the request) iii. 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 the Dubai Financial Services Authority (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 16 of 28

17 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. Retail companies are not allowed to apply for non-financial / financial activities. On the other hand, companies with non-financial activities may add retail activities subject to Registrar of Companies approval. 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 a non-financial or retail activity, 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 iv. Change of Entity Name or Trade 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 trading name, provided that the new name is acceptable to the Registrar and is in compliance with DIFC Laws,Regulations and the Entity naming policy available at the following.link 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, Regulations and the Entity naming policy: The new proposed name should be available. If the company is a Foreign Recognised Company, the entity name should be identical to the mother company. 17 of 28

18 The name entered must be written using English alphabets or numerical characters. 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). The name should not contain the word 'bank', 'insurance' or 'trust' unless DFSA consent in writing to the use of such words is granted. 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 a Special Resolution approving the change of name/trading name (Not required for Foreign Recognized entities). c. If it is a Recognised Company, a certified copy of the certificate of name change of the parent company is required. d. If the entity is undertaking Legal Services, a copy of the updated valid license issued by the Legal Affairs Department of Dubai is required. e. 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. If the entity is changing its trade name and has issued an establishment card earlier, the amendment of the establishment card will be included as part of the same service request at the applicable fee. Upon issuance of the amended establishment card, the entity will be notified by DIFC Government Services. v. 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: 18 of 28

19 Update or add a new location Update the entity P.O. Box number Update the entity telephone number b. In case of Sharing an office, a copy of an NOC for sharing space issued by the DIFC Business Development Department is required. c. If the entity is updating its registered address and is undertaking legal services, the updated licenses issued by Dubai Legal Affairs Department is required.. vi. Update Details, Add or Remove Authorised Signatory on the Commercial License / 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 Commercial License/License. b. In case of updating passport details of an authorized signatory, a copy of the new passport is required. c. In case of updating the name of an authorized signatory, evidence of change of name is required such as a copy of a certificate issued by the embassy. d. In case of removing an authorised signatory, a copy of the resignation/termination letter of the said individual or an Ordinary Resolution approving the removal of the signatory e. In case of adding a new authorised signatory, A copy of an Ordinary Resolution appointing the said person as authorised signatory. Passport copy of the newly appointed signatory. 19 of 28

20 vii. Update Details Add or Remove Ultimate Beneficial Owner (Service time: 2 working days) In this service request, you can add or remove an Ultimate Beneficial Owner or update the details of an existing Ultimate Beneficial Owner of a Foreign Recognised Company or if the shareholder is a body corporate. viii. 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/members of a Company registered in the DIFC. b. In case of updating passport details of a Shareholder/Member, a copy of the new passport is required. c. In case of updating the name of an individual Shareholder/Member, evidence of change of name is required such as a copy of a certificate issued by the embassy. d. In case of updating the name of a body corporate Shareholder/Member, a copy of the certificate of name change is required. e. If only address details are updated, no further documents are required. ix. 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 of 28

21 b. A copy of a Special Resolution approving the amendments. If it is in foreign language, it needs to be legally translated to the satisfaction of the Registrar. x. 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, the contact details for general communications and IT contact person. c. N/A xi. 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 amendments made to the Articles. Original Documents Required: Two original sets of the signed amended Articles of Association. xii. Notice of Amendment of Partnership Agreement (Service time: 2 working days) 21 of 28

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. b. A draft of the amended Partnership Agreement with track changes in a word document format. c. A copy of Partner s approval approving the change to the Partnership Agreement. Original Documents Required: Two original sets of the signed amended Partnership Agreement. xiii. 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. b. A draft of the amended Standard Charter with track changes in a word document format. c. A legal opinion if the sections are amended from Provision 6 and above to the existing Standard Charter d. A copy of a special resolution approving the change to the Standard Charter Original Documents Required: Two original sets of the signed amended Standard Charter. xiv. 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) 22 of 28

23 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 passport details of the person authorised to accept service, a copy of the new passport is required. c. In case of updating the name of the person authorised to accept service, evidence of change of name is required such as a copy of a certificate issued by the embassy. d. In case of removing the person authorised to accept service, a copy of the resignation/termination letter OR a Board/Ordinary Resolution approving the removal of the person authorised to accept service is required. e. In case of adding a new person authorised to accept service, A copy of a Board/Ordinary Resolution appointing the person authorised to accept service is required. Passport copy of the newly appointed person authorised to accept service. Signed relationship declaration. (This document is generated by the system upon reviewing and finalising the request) xv. 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 visit the Data Protection section using the following link: xvi. 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 23 of 28

24 development and all the required documents must be submitted by or in hard copy to the Registry Services office. a. An Ordinary Resolution signed by the Shareholder(s) or Member(s), 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 a notice published in the appointed newspaper and have the following conditions: 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 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) xvii. 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. b. For LTD Companies, a copy of an Ordinary Resolution signed by the Shareholder(s) of the Company approving the sale or transfer of shares. c. For LLC Companies, a Special Resolution confirming the sale or transfer signed by the Member s. If the document is in foreign language, it needs to be legally translated to the satisfaction of the Registrar. 24 of 28

25 d. Evidence of the sale and purchase or the transfer such as Acceptance letter from the buyer acknowledging the sale or transfer; or Sales and purchase agreement signed by both the seller and buyer e. In case of selling or transferring to a new Shareholder, A copy of the passport of the new Shareholder if an individual/ A copy of the Certificate of Incorporation if a body corporate. f. Signed relationship declaration. (This document is generated by the. g. If the entity is a regulated entity, and the sale/transfer will result in change of control, consent from DFSA is required. a. In case of adding a new body corporate Shareholder, the details of the Ultimate Beneficial Owners of the body corporate Shareholder must be provided as part of the same service request. xviii. Company to Purchase Own Shares (Service Time: 2 Working Days) 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. An Ordinary Resolution signed by the Shareholder/s or Member/s 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). xix. Consolidate or Divide shares (Applicable to LTD only) (Service Time:- 2 Working Days) This request allows a company to consolidate and divide or sub divides 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. 25 of 28

26 a. A Special Resolution signed by the Shareholder/s approving consolidation/division of shares. xx. Redeem Redeemable shares (Applicable to LTD only) ( Service Time:- 2 Working Days) This request allows the Company to redeem redeemable shares from the issued shares, if it s 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. A copy of a Special Resolution signed by the Shareholder/s approving the redemption of shares VII. Administrative services (Service time: 1 working day) We provide the following administrative services to help you do your business and communicate with other parties: 1) Providing an extract of information from the Register 2) Providing an extract of any document 3) Witnessing of Signature 4) Attestation as true copy of the original document 5) NOC to be a shareholder outside the DIFC 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. 26 of 28

27 e. You will be prompted to pay the respective fees, upon confirming that, navigate to Confirm to finalise the submission. 27 of 28

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