ESTABLISHMENT OF DIFC REGISTRAR OF COMPANIES
The Registrar of Companies (ROC) is established under Article 7 of DIFC Law No. 3 of 2006 (Companies Law) as a statutorily created “Centre Body”, as defined in DIFC Law No. 9 of 2004, pursuant to which the principal Centre Bodies of the DIFC were established and assigned their respective roles and responsibilities.
STRUCTURE AND MANAGEMENT
The incumbent Registrar of Companies (ROC), appointed by resolution of the DIFC President, His Highness Sheikh Maktoum Bin Mohammed Bin Rashid Al Maktoum, Deputy of Ruler of Dubai on 1st June 2010, is Khalid Al Zarouni. The function is staffed with and supported by an Assistant Registrar of Companies, a Director Registry Services, Senior Administrative Officer and Registry Documentarian.
THE ROLE AND FUNCTIONS OF DIFC REGISTRAR OF COMPANIES
The role of the ROC staff is to advise on, receive, review and process all applications submitted by prospective DIFC registrants seeking to establish a presence in the DIFC in accordance with the Companies Law, the General Partnership Law, the Limited Liability Partnership Law, or the Limited Partnership Law, and the implementing regulations applicable thereto. Under the Companies Law, a prospective registrant may seek to establish:
TYPES OF COMPANIES
Under the Companies Law, a prospective registrant may seek to establish:
- A Company Limited by Shares (LTD),
- A Limited Liability Company (LLC) or
- A branch office of a pre-existing foreign company (RecognisedRecognised Company).
- A party may also seek to transfer the incorporation of an existing company to the DIFC from another jurisdiction (Continued Company).
Under the Limited Liability Partnership Law a prospective registrant may seek to establish:
- A Limited Liability Partnership (LLP), or
- A Branch of a pre-existing foreign Limited Liability Partnership (RLLP).
Under the General Partnership Law, a prospective registrant may seek to establish:
- A General Partnership (GP) or
- A Branch of a pre-existing foreign general partnership (RP).
Under the Limited Partnership Law, a prospective registrant may seek to establish:
- A Limited Partnership (LP) or
- A Branch of pre-existing limited partnership (RLP).
- A party may also seek to transfer the existing limited partnership into DIFC from another jurisdiction (Continued Limited Partnership/Foreign Limited Partnership).
An LTD or LLC, may be established in the DIFC by one or more natural persons or corporate entities (persons). LLPs, GPs and LPs may be established by two or more persons provided in the case of an LLP, that a natural person is the “designated member” of the LLP.
The Recognised Company may only be set up by another corporate entity, while the Recognised Partnerships may only be set up by other existing partnerships.
While LTDs, LLCs, LLPs and LPs are "incorporated" entities, having separate and independent legal status from their incorporator(s), the Recognised Company and Recognised Partnerships are "registered" entity and, as such, are mere extension (and, for purposes of legal authority and liability, is an inseparable part) of the foreign-incorporated company/partnership through whose head office it is registered in the DIFC.
A transfer of incorporation, once completed, has the effect of establishing the transferred company in the DIFC as if it were incorporated under the Companies Law.
A transfer of limited partnership, once completed, has the effect of establishing the transferred partnership in the DIFC as if it was incorporated under Limited Partnership Law.
- Upon the establishment of an LTD, LLC, LLP or LP, the ROC issues to the incorporator(s) a "Certificate of Incorporation".
- Upon the establishment of a Recognised Company or Recognised Partnership/Recognised Limited Liability Partnership/Recognised Limited Partnership the ROC issues to the head office or partnership, respectively, a "Certificate of Registration".
- Upon transfer of incorporation or limited partnership to the DIFC, the ROC issues to the transferred company a “Certificate of Continuation”.
In all other respects the three documents are identical in form, bearing the seal and signature of the ROC, the name and status of the incorporated, continued or registered entity, its registration number, and the date of issuance.
NON-REGULATED COMMERCIAL LICENSE
According to DIFC Operating Regulations, simultaneously with the issuance of a certificate of incorporation, registration or continuation, the ROC issues a corresponding Commercial License.
The purpose of a Commercial License is to expedite contracting for municipal and commercial services essential to the establishment and operation of the licensee’s premises and carrying out its on-going operations.
The application for a certificate of registration, incorporation or continuation is considered to also be an application for a Commercial License. The Commercial License sets out the license number as well as the licensee’s name, operating name, legal status, address, permitted activities, authorized manager’s name, and the issuance and expiry dates of the license.
The Commercial License does not authorize the licensee to undertake Financial Services requiring a DFSA license, as is conspicuously indicated on the Commercial License. The Commercial License is renewed annually, by payment of annual renewal fee to the ROC no later than thirty (30) days after the expiry date.
The first point of contact for all enquiries in the DIFC is the Business Development Department at the DIFC Authority. Teams of relationship managers will advise you on the application and registration procedures and will be available to assist you throughout the process.