• Dubai (DIFC) LTD Company

  • GENERAL

    Legal Framework

    The Dubai (DIFC) Company limited by shares is governed by the DIFC Law No.2 of 2009, referred to as the Companies Law.

    Special Characteristics

    In Dubai, in general, foreigners may only own up to 49% of a Dubai registered company. However, foreign investors are allowed to own up to 100% if the company is registered in a Free Trade Zone. The most popular free trade zone is the Dubai International Financial Centre (the "DIFC"), which was established in Dubai in 2004.

    Our analysis below covers the Dubai Company limited by shares registered in DIFC.

    The Law in DIFC does not distinguish between Private and Public Dubai Company limited by shares.

  • SHAREHOLDERS

    Liability of Shareholders

    The liability of the shareholders of a Dubai (DIFC) Company limited by shares is limited up to the unpaid amount of the shares they hold.

    Minimum Number of Shareholders

    The minimum number of shareholders of a Dubai (DIFC) Company limited by shares is 1 and the maximum is unlimited.

    Restriction on Nationality/Residency of Shareholders

    There is no restriction on the residence of the shareholders of a Dubai (DIFC) Company limited by shares.

    Corporate Shareholders

    The shareholders of a Dubai (DIFC) Company limited by shares can be individuals and/or legal persons.

    Nominee Shareholders

    The use of nominee shareholders is allowed.

  • DIRECTORS

    Minimum Number of Directors

    The minimum number of directors of a Dubai (DIFC) Company limited by shares is 2.

    Restriction on Nationality/Residency of Directors

    There is no restriction on the nationality or residency of the directors of a Dubai (DIFC) Company limited by shares.

    Corporate Directors

    A Dubai (DIFC) Company limited by shares cannot have corporate directors.

  • SHAREHOLDER MEETINGS

    Shareholder Meetings

    A Dubai (DIFC) Company limited by shares is required to hold annual general meetings in Dubai DIFC.

    The first annual general meeting should be held within 18 months from incorporation of the company.

    General meeting should be held annually at intervals of not more than 15 months.

  • CAPITAL

    Minimum Capital Requirement

    The minimum capital requirement for a Dubai (DIFC) Company limited by shares is US$1, if such entity does not undertake financial services business.

    Currency of Capital

    The share capital can be denominated in any currency.

    Non-par Value and Bearer Shares

    Shares can be denominated in par and non-par value. All shares must be fully paid up when allotted.

    Bearer shares are not allowed.

    Capital Duty

    There is no capital duty on the issuance of shares of a Dubai (DIFC) Company limited by shares.

  • REGISTERED OFFICE

    Registered Office

    A Dubai (DIFC) Company limited by shares is required to have a registered office in DIFC.

    Company Secretary / Registered Agent

    A Dubai (DIFC) Company limited by shares should have a company secretary.

    The company secretary can be an individual or a company.

    If the company secretary is another company then it should be a company registered in the DIFC.

  • FOREIGN INVESTORS

    Restrictions on Foreign Investors

    There are no restrictions on foreign investors investing in a Dubai (DIFC) Company limited by shares.

  • FORMATION

    Time Needed for Incorporation

    It usually takes between 4 - 6 weeks to register a Dubai (DIFC) Company limited by shares.

    Shelf companies are not available.

  • CONFIDENTIALITY

    Beneficial Owners

    The details of the beneficial owner are disclosed to the service provider and the Authorities but are not available on public record.

    Registered Shareholders

    The details of registered shareholders are available on public record.

    Directors

    The details of directors are available on public record.

    Financial Statements

    The financial statements are not publicly accessible.

  • FILING REGUIREMENTS

    Filing with the Registrar of Companies

    A Dubai (DIFC) Company limited by shares is required to file an annual return together with its audited financial statements with the Registrar of Companies before the end of March each year.

    Filing with the Tax Authorities

    A Dubai (DIFC) Company limited by shares is not required to file a tax return.

  • RECORDS

    Accounting Records

    A Dubai (DIFC) Company limited by shares needs to maintain accounting records.

    Accounting records should be maintained for a period of 10 years.

    Accounting records must be maintained at the company's registered office in Dubai DIFC but can be maintained in any currency.

    Financial Statements

    A Dubai (DIFC) Company limited by shares should prepare annual financial statements under IFRS.

    In accordance with IFRS, holding companies are required to prepare consolidated audited financial statements on an annual basis. However, consolidation is not required if the company is an intermediary holding company and a holding company further up the structure prepares consolidated financial statements under approved accounting standards.

  • AUDIT

    Audit Requirement

    A Dubai (DIFC) Company limited by shares is required to audit its annual financial statements.

Compare Dubai to other jurisdictions and see the difference in corporation tax rates, tax residency requirements, VAT rates, capital gain taxes, etc.

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