SHAMS Companies and Licensing Regulations 2024chapter by chapter

Co Regs 5.1Incorporation

A company is incorporated by submitting an application on the Authority's form with one to fifty shareholders.

Co Regs 6.2(d)-(f), 6.3-6.4Memorandum

The Memorandum must be filed in the correct format, state key company details, and be amended by Special Resolution.

Co Regs 7.1Branches

A Company or Foreign Entity is required to apply using the prescribed form to establish a Branch.

Co Regs 8.1, 8.6, 10.1-10.2Licensing

No one may conduct activities in the City without proper licensing; Licensees must operate within their licensed activities.

Co Regs 12Licence renewal

Licensees must renew their licenses before expiration, or risk suspension or cancellation if not renewed within six months.

Co Regs 14.1-14.4, 14.6Names

A Corporate Entity must use its approved name, cannot have identical or similar names, requires special resolutions to change names, and must get approval for trade names.

Co Regs 15Registered address

Corporate Entities must maintain a registered address in the City for all official communications and notices.

Co Regs 16.1Changes

A company must notify the Authority of specified changes within 15 business days using prescribed forms and documents.

Co Regs 16.2Changes

A Branch must notify the Authority within 15 days of any changes affecting its name, address, management, or good standing.

Co Regs 17.1Records

Licensees must retain all information and documents for a minimum of five years from creation, in either electronic or permanent formats.

Co Regs 18.1Prohibited goods

Acquiring or facilitating the entry of contraband or prohibited goods in the City is strictly prohibited.

Co Regs 22, 23.2Share capital

Capital must be fully paid on shares, uniquely numbered, with no bearer or fractional shares, needing Authority consent for classes.

Co Regs 24-25, 26.1Capital changes

Companies can change capital through a Special Resolution, requiring an Auditor's report for reductions, and must avoid issuing shares at a discount.

Co Regs 26.2-26.4Non-cash shares

Non-cash shares must be fully paid, with a Board resolution confirming their fair value and may require an Auditor's valuation.

Co Regs 27Treasury shares

Companies may buy back treasury shares only with Authority approval, a Special Resolution, and must not vote or receive dividends on them.

Co Regs 28.2, 28.5-28.6Share transfers

The Board must register share transfers only with signed written instruments, notify the Authority within 15 Business Days after the register update.

Co Regs 30.1-30.2, 30.4Register of Shareholders

Companies must maintain a register of Shareholders with specific details and notify the Authority of changes within 15 Business Days.

Co Regs 30.3Security over shares

A Shareholder must report any security changes over shares, and the Company must update records and notify the Authority within specified timelines.

Co Regs 31.1, 31.3-31.4Directors

Companies must have at least one natural person as a Director, with appointments and removals notified to the Authority.

Co Regs 33.1-33.3, 34Managers

A Corporate Entity must appoint a natural person as Manager, with the Board notifying the Authority of changes.

Co Regs 36Register of Directors

Corporate Entities must maintain a register of Directors and notify the Authority of any changes within 15 business days.

Co Regs 37Alternate directors

Directors can appoint alternates in writing, who must qualify and agree to the appointment for a specified period.

Co Regs 38.5, 38.7Secretary

A Secretary must be at least 18 years old and not disqualified, and any change must be reported to the Authority within 15 Business Days.

Co Regs 40.1Annual general meeting

A Company must hold its annual General Meeting within 18 months of incorporation and once every 12 months thereafter.

Co Regs 40.2Shareholder requisition

Directors, Managers, or Secretaries must notify a General Meeting within 14 Business Days after a signed request from Shareholders owning 5% or more.

Co Regs 41Notice of meetings

Meetings require a written notice at least 14 business days in advance, detailing the agenda and relevant documents.

Co Regs 46-52Directors' and Managers' duties

Directors and Managers must act in good faith, promote the entity’s success, exercise judgment, and avoid conflicts unless authorized by the Board.

Co Regs 53Declaration of interest

Directors or Managers must declare any personal interest in arrangements to the Board promptly, with accurate disclosures required.

Co Regs 56.1-56.2Indemnities

Provisions excluding Director's or Manager's liability for negligence or breaches are void, except for specific waivers.

Co Regs 62Accounts

Directors must prepare accurate annual accounts, approve them, undergo auditor examination, provide reports to shareholders, and present them at the General Meeting.

Co Regs 63Accounting records

A Company is required to maintain accounting records that accurately reflect transactions and financial position.

Co Regs 64Financial year

The initial financial year lasts between 6 to 18 months, with subsequent years running from January 1 to December 31.

Co Regs 65Auditor

Auditors are appointed or removed by Ordinary Resolution, and the Authority must be notified of such changes.

Co Regs 66.1, 66.3-66.4Distributions

Distributions can only be made from accumulated profits and require approval by Ordinary Resolution; shareholders aware of unlawful distributions must repay them.

Co Regs 68.1Branch closure

Foreign entities must complete a prescribed form with required documents to apply for branch closure.

Co Regs 69.1-69.4Compliance

All corporate entities and their staff must adhere to relevant UAE and Sharjah laws, maintain compliance systems, and pay any owed fees.

Co Regs 70.1-70.3Information

Companies and related parties must provide complete, truthful, and accurate information to the Authority within specified timeframes upon request.

Co Regs 76.3Strike-off

Upon a Company’s strike-off, Shareholders must commence winding-up procedures immediately, with liabilities surviving and Branch liabilities remaining with the parent.

Co Regs 78Economic substance

Corporate Entities engaged in relevant activities must notify the Ministry of Finance and submit an income report under ES Regulations within specified timeframes.

Co Regs 79Beneficial owners

All Corporate Entities must comply with the UBO Regulations established by the Authority or a Competent Authority.

Co Regs 17.1-retRecord Retention — Information and documents of a Licensee

Licensees must retain all information and documents for five years from their creation date.