Jafza Companies Implementing Regulations 2016 (FZE, FZCO, PLC and branches) — licensing, incorporation, shares, officers, accounts, continuation, conversion, winding up, penalties (full extraction 2026-10-31 from the OCR'd PDF; clause numbers to spot-check). Offshore companies are in jafza-offshore-companies,
chapter by chapter

Jafza Regs 7.5, 10.6, 11.6, 52.5

Companies in the Free Zone must obtain a Licence to operate and ensure liability limitation in all official documents.

Jafza Regs 12, 13.1, 13.5-13.6

An FZE or FZCO must apply with detailed information, including shareholder details and a business plan, and prepare a memorandum in English or Arabic.

Jafza Regs 13.4, 54.4

Changes to a Memorandum or Articles require a Special Resolution; FZE/FZCO changes take effect upon Registrar approval, while PLC changes require General Meeting notification.

Jafza Regs 14, 55

Company names need Registrar approval, must comply with UAE laws, and changes require a Special Resolution; compliance with Registrar directives is mandatory.

Jafza Regs 16, 57

Shares must be fully paid when allotted, with distinctive serial numbers and no bearer or fractional shares allowed.

Jafza Regs 21.2, 62

FZCOs require Registrar consent to create different classes of shares while PLCs can define classes in their Memorandum and Articles.

Jafza Regs 22, 63

Class rights may be varied by Special Resolution, and dissenting shareholders with 5% or more can apply to court to cancel the variation.

Jafza Regs 23, 64

FZEs and FZCOs must submit a written instrument of share transfer to the Registrar for approval, with the transfer effective upon entry in the Companies Register.

Jafza Regs 24, 65, 66

FZCOs or PLCs may buy back shares with Registrar approval using distributable profits, may not vote or receive dividends on treasury shares.

Jafza Regs 17, 18, 58, 59

Share capital changes require a Special Resolution, filed with the Registrar within 4 days, and take effect when recorded in the Companies Register.

Jafza Regs 19, 60

Shares for non-cash consideration in a PLC require a Special Resolution and independent auditor confirmation of value, with documentation submitted to the Registrar within established timelines.

Jafza Regs 20, 61

To decrease share capital, a company must pass a resolution, notify creditors, and submit related documents to the Registrar.

Jafza Regs 25-26, 67-68

Directors may declare distributions only from realized profits, ensuring the company can pay its debts post-distribution; shareholders must return illegal distributions.

Jafza Regs 27-28, 34-35, 69-70, 76-77

Companies must have at least one Director, a manager on record, and a secretary who is not a Director in a PLC; specific age and conduct requirements apply.

Jafza Regs 29-30, 71-72

Directors must act honestly and in good faith, disclose conflicting interests promptly, and transactions can be confirmed by Ordinary Resolution if disclosed appropriately.

Jafza Regs 31, 73

Directors cannot receive loans or guarantees unless approved by 90% of shareholders and deemed not prejudicial by all Directors.

Jafza Regs 36.1, 44.2, 79.1

An FZCO, FZE, or PLC must hold its annual General Meeting within 18 months of incorporation and annually thereafter.

Jafza Regs 36.2-36.4, 79.2-79.4

Directors must issue a General Meeting notice within 14 days of a valid request from shareholders holding 5% or more of the capital.

Jafza Regs 38, 81

FZCO meetings require 14 to 60 days' written notice, while PLC meetings need 21 to 90 days; shorter notice is valid with 95% shareholder consent.

Jafza Regs 39-43, 45-47, 83-86

Meetings require notice to shareholders, a quorum of two, and minutes must be kept; written resolutions need all shareholder signatures.

Jafza Regs 48

FZEs and FZCOs must maintain detailed accounting records for six years, available for inspection by authorized parties, reflecting financial activities accurately.

Jafza Regs 49

FZE or FZCO Directors must prepare and audit annual accounts meeting standards, with shareholder access to documentation upon request.

Jafza Regs 50-51

Free Zone Entities must appoint independent auditors from an approved list and ensure compliance with auditing standards and procedures.

Jafza Regs 52.7

A PLC must list its shares within 9 months of incorporation unless granted an extension; failure results in fines and penalties.

Jafza Regs 78

Publicly listed companies must maintain a register of Directors, secretary, and manager at their registered office, available for public inspection.

Jafza Regs 88-91

A Foreign Company must submit a prescribed application with required documents to continue in the Free Zone, preserving its original incorporation date.

Jafza Regs 92-93

An FZE or FZCO can convert to a PLC and vice versa through Special Resolution, requiring specific documentation and regulatory compliance for the process.

Jafza Regs 96-97

Holding Companies must consolidate financial statements with subsidiaries, which cannot own shares in the Holding Company after becoming a Subsidiary.

Jafza Regs 98-100

Shareholders may pledge shares and companies must register security interests, adhering to conditions for enforcement.

Jafza Regs 102-104

Companies may be wound up voluntarily or by the Registrar for various non-compliance reasons; a liquidating company must state this in correspondence.

Jafza Regs 105

Liquidators must be appointed post-dissolution to manage asset listing, debt payments, and reporting, with immediate notification to the Registrar.

Jafza Regs 106

The liquidator must notify creditors and publish liquidation commencement, allowing objections for 45 days, with asset distribution prioritized by owed amounts.

Jafza Regs 107-108

Upon completing liquidation, the liquidator must issue a final report to the Registrar, who may cancel the Licence and remove the Company from registries.

Jafza Regs 48.3-ret

Companies must retain accounting records and supporting documents for 6 years from the date of record creation.

Companies Regs 109-110

The Registrar may penalise companies for legal breaches, which can include fines or licence termination.