Masdar City Free Zone Company Registration Regulations 2025chapter by chapter

Reg Regs cl 5.1-5.3, 7.1-7.2Formation

Company formation requires filing an application with specified details, including name, business, and articles, with no required share capital unless stated.

Reg Regs cl 6.1Branch offices

Entities wishing to operate a branch in MCFZ must submit an application with constitutional documents, board resolution, power of attorney, and additional required documents.

Reg Regs cl 7.3-7.4Articles

Companies using customized Articles must submit them for MCFZ approval before effectiveness, and amendments also require prior approval.

Reg Regs cl 11.1, 12.1Articles

A company may alter its Articles by special resolution and must provide members with a copy upon request, for a reasonable fee.

Reg Regs cl 13.1, 14.2Name

Companies must change their name by resolution if directed by the Registrar and comply within one month.

Reg Regs cl 15Stationery

Companies must display their name, address, and paid-up capital legibly on all external communications.

Reg Regs cl 16.1-16.3Annual return

Companies must file an annual return detailing shareholders holding 5% or more of shares, including fees, by the deadline to avoid penalties.

Reg Regs cl 17.2Records

Companies must implement reasonable measures to protect records from loss, ensure accuracy, and maintain electronic records in a retrievable format.

Reg Regs cl 19Restrictions on activity

Companies in Masdar City require approval for banking or insurance activities and must obtain no-objection certificates for operations outside the Free Zone.

Reg Regs cl 22Holding company

Subsidiaries cannot hold shares in their parent company, cannot vote, and must sell shares within 12 months of becoming a subsidiary.

Reg Regs cl 24.1-24.4, 26Shares

Shares must be fully paid upon allotment, carry a vote, rank equally, and have defined class rights, with bearer shares prohibited.

Reg Regs cl 27Non-cash shares

The board must determine cash value and obtain an independent valuation report for allotting non-cash shares, requiring Registrar's prior approval.

Reg Regs cl 28.1, 30.5Registers

Companies must maintain a member register at their registered office, or face penalties for non-compliance.

Reg Regs cl 29.1-29.4Security interests

Companies must maintain a register of security interests over shares, with shareholders notifying changes within 5 days and the company informing the Registrar within 7 days.

Reg Regs cl 30.1, 30.4Share transfers

A company must record share transfers only upon delivery of a written instrument signed by both parties and must enter the transferee in the register.

Reg Regs cl 31.1-31.4Inspection

The register of members and security interests must be available for inspection by members free of charge and by others for a reasonable fee during business hours.

Reg Regs cl 33.1, 33.4Share certificates

A Licensee must implement procedures ensuring compliance with its license and laws, with qualified personnel for daily operations and effective escalation of MCFZ directives.

Reg Regs cl 34Own shares

A company must obtain prior written approval from the Registrar to buy back its own shares, following specific conditions and ensuring it does not leave no shareholder.

Reg Regs cl 36-38Treasury shares

Treasury shares must not exceed 10% of nominal issued capital; any excess must be resolved within 12 months, with specific notification requirements.

Reg Regs cl 41.1-41.5Reduction of capital

A company must secure special resolution and publish notice to reduce share capital, followed by solvency declarations from directors.

Reg Regs cl 43.1Registered office

A company is required to maintain a registered office in Masdar City for communications and notices.

Reg Regs cl 44.1, 44.3, 45.4Directors

Companies must have at least one natural person as a Director, who must meet specific eligibility criteria defined by the Articles.

Reg Regs cl 47-49, 52Officers' duties

Officers must act honestly, in good faith, and with reasonable care while ensuring actions align with company interests and Articles.

Reg Regs cl 50-51Directors' duties

A Director must promote the company's success for all members while considering various stakeholders and exercising independent judgment.

Reg Regs cl 53Conflicts

Directors must avoid conflicts of interest in their company unless authorized by a quorum of non-interested Directors.

Reg Regs cl 54Declaration of interest

Directors with a personal interest in company matters must disclose this to other Directors promptly, with penalties for non-compliance.

Reg Regs cl 56Delegation

Directors remain responsible for delegated duties unless they reasonably believe the delegate is reliable and competent.

Reg Regs cl 57.1-57.4Loans to directors

Companies must obtain shareholder consent and director resolutions before providing financial assistance to directors or their family members.

Reg Regs cl 58Indemnities

Indemnities that exempt Officers from liability are void, except for specific defense costs and liabilities incurred in good faith for the company.

Reg Regs cl 59.1Alternate directors

A Director must appoint an alternate in writing and notify the secretary of the alternate's name.

Reg Regs cl 60-61Management bans

Individuals banned from management by the Registrar must not participate, facing personal liability for any actions taken during that time.

Reg Regs cl 63, 64.1-64.4Secretary and registers

Companies must appoint a secretary and maintain a register of Directors and secretary at their registered office for inspection by authorized parties.

Reg Regs cl 67General meetings

Companies are required to hold a general meeting annually, ensuring no more than 18 months between meetings following the initial meeting after incorporation.

Reg Regs cl 68Requisitioned meetings

Directors must call a general meeting within two months if members holding 10% of voting shares requisition it; otherwise, requisitioners may call the meeting.

Reg Regs cl 70.1-70.2Notice of meetings

Companies must give 21 days' notice for meetings, unless a shorter notice is agreed by 95% of voting shares.

Reg Regs cl 73.1-73.5Written resolutions

Written resolutions may replace meetings if signed by all entitled members, and must be recorded in the minute book.

Reg Regs cl 74.2, 75.1Proxies and polls

Meeting notices must inform members they can appoint proxies, and cannot exclude polling rights for a specified number of members.

Reg Regs cl 76.1, 77.1-77.2Minutes

Companies must record minutes of all meetings in minute books, with general meeting records kept at the registered office accessible to members.

Reg Regs cl 78, 79Accounting records

Companies are required to keep accurate accounting records for at least ten years, available for inspection.

Reg Regs cl 80Financial year

The first financial year for a company lasts up to 18 months from incorporation, subsequent years are 12 months.

Reg Regs cl 81.1-81.6Accounts and audit

Companies must prepare accounts that comply with GAAP, have them audited and presented to a general meeting within six months, and submit copies to the Registrar within seven days.

Reg Regs cl 82Copies of accounts

Shareholders or members must be given a copy of the latest audited accounts free of charge within seven days of a written request.

Reg Regs cl 84, 88Auditors

A company must appoint an approved auditor at each general meeting, with provisions for initial appointments and filling vacancies.

Reg Regs cl 86.7-86.8Auditor cessation

An outgoing auditor must provide a statement of circumstances to the company, which must notify all members within 14 days.

Reg Regs cl 87Officers and auditors

Officers and secretaries must not knowingly provide false or misleading information to auditors.

Reg Regs cl 89-92Distributions

Distributions can only be made from accumulated profits as per recent accounts, and members must repay if they know a distribution breaches this rule.

Reg Regs cl 94-96Takeovers

An offeror acquiring 90% of shares may issue a squeeze-out notice within specific timeframes, allowing minority holders to demand buyout under identical terms.

Reg Regs cl 101-102Summary winding-up

A company with no liabilities may wind up summarily following a solvency statement, resolution, and timely documentation submission.

Reg Regs cl 106.4Summary winding-up

After asset distribution, directors must declare the company has no assets or liabilities to the Registrar for dissolving the company.

Reg Regs cl 107.1-107.7Insolvency during summary winding-up

Directors or Liquidators must convene a creditors' meeting if insolvency is suspected, providing necessary notifications and information.

Reg Regs cl 110.1-110.2Creditors' winding-up

A summary winding up can be resolved if no member contributions were received, no assets distributed, and the company can meet its debts.

Reg Regs cl 112.1Creditors' winding-up

Companies must publicly advertise a resolution for creditors' winding-up in a Registrar-prescribed newspaper within 14 days of passing the resolution.

Reg Regs cl 113.1-113.3, 114Creditors' winding-up

Upon winding up, a company must cease business activities and provide creditors with meeting notices and essential information.

Reg Regs cl 115.4-115.5, 129.1Liquidator

Directors, members, or creditors can challenge a liquidator's appointment within seven days, and liquidators must notify the Registrar of their appointment or resignation within 14 days.

Reg Regs cl 121Liquidator

The Liquidator must convene meetings to report on the winding-up process every 12 months if it exceeds that duration.

Reg Regs cl 122Liquidator

The Liquidator must finalize and report winding up accounts, call meetings with 21 days' notice, and file returns to dissolve the company.

Reg Regs cl 125Liquidation co-operation

Current and former executives and employees must cooperate with the Liquidator by providing necessary information during liquidation.

Reg Regs cl 127, 130Liquidation

Only qualified individuals designated by the Registrar may act as Liquidators, and invoices must indicate the company is in liquidation.

Reg Regs cl 132Records after winding up

Upon winding up, company records must be disposed of as directed, with possible retention by the Registrar for up to ten years.

Reg Regs cl 135-136Investigations

Individuals with relevant information must cooperate with Registrar's inspectors, providing records and assistance regarding suspected misconduct.

Reg Regs cl 139.1, 142.1, 153Registrar directions

The Registrar may direct companies or officers to rectify document failures within a specified time, with compliance required.

Reg Regs cl 141.1, 141.4, 145Fees

Companies must pay the Registrar's fees for document submissions, or face potential removal from the register after a specified period for non-payment.

Reg Regs cl 143.1-143.2, 144.1-144.2Strike-off enquiries

Companies must respond to the Registrar's inquiries within one month regarding business activity or face a potential strike-off notice.

Reg Regs cl 149.1-149.3Duty to disclose

Companies must disclose potential regulatory contraventions to the Registrar and establish procedures to enable such disclosures.

Reg Regs cl 152Honest dealings

No individual may provide false or misleading information to the Registrar or conceal information that could mislead.

Reg Regs cl 154.2Records

Companies must take precautions to prevent loss or falsification of records, and failing to do so is an offence.

Reg Regs cl 158-164Entrepreneurship Programme

Companies registered under the Entrepreneurship Programme require no minimum capital, only one director, and are exempt from various annual compliance requirements.

Reg Regs cl 165-170Special Purpose Company

A Special Purpose Company in Masdar City can engage in two specified activities, must have a registered office, and is exempt from various corporate obligations.

Reg Regs Schedule 1 paras 5, 7, 9, 17Review of Registrar decisions

An affected person may request reasons for a Registrar's decision within 14 days and appeal within set timelines.

Reg Regs cl 79.1(c)-retRecord Retention — Accounting records

Companies must retain accounting records for 10 years from the date the record is made.

Reg Regs cl 132.2-132.3-retRecord Retention — Company and Liquidator records after winding up

Companies must retain records for up to 10 years post-dissolution as directed by the Registrar.