Corporate Secretarial Services

Companies based in the UAE are required to ensure they comply with the commercial laws of the region, including but not limited to the UAE Commercial Companies Law (UAE Federal Law No. 2 of 2015) and the latest compliances, rules and regulations pertaining to the respective free zone authorities at which the company in question has been registered. Furthermore, it is a known fact that the companies registered at the Dubai International Finance Centre (DIFC) and Abu Dhabi Global Market (ADGM) free zones usually have a longer list of compliance documents to maintain, in accordance with the additional regulatory requirements of both free zones. There is also a secondary compliance-related responsibility for companies registered in the UAE, which came into being after the recently promulgated Economic Substance Regulation (ESR) as per the Ministerial Resolution No. 31 of 2019. This law has been implemented by the UAE Federal Government in an effort to be in compliance with the global Organizations for Economic Co-operation and Development (OECD) standards and guidelines, and will ensure that there is greater transparency in reporting by all companies in UAE. As a result, companies will have to maintain internal records of corporate compliance documents and follow other such testing parameters, in order to align with the relevant ESR Law which requires the same. The compliance requirements as per the Dubai International Finance Centre (DIFC) include the maintenance of compliance records of the notice(s) sent, the agenda for the meeting of the board of directors and the general shareholder meetings, the drafting of all minutes of the meetings of the board of directors and the annual general meetings of shareholders, the maintenance of statutory registers and minute books, and the notification of changes in the Ultimate Beneficial Ownership (UBO) Register. It also involves maintaining the documentation for the allotment and transfer of shares including the filing of returns and stamping of the required documents, notifications regarding changes in the management (resignation, removal and appointment of directors/managers/secretaries), declaration of dividends, and other such documentation and compliance-based requirements.

The corporate secretarial records of a company are required to be kept up to date, especially those that include the minutes of meetings and board resolutions of the company executed by the directors in the said board resolutions, in order to ensure that all the management decisions and corporate changes undertaken in the company are well recorded. This is so that in the event of a dispute in the company in the future, these documents will provide the support needed to resolve such a dispute In addition to the above, the ESR rules and guidelines require that companies that fall under ESR maintain the necessary documentation, so as to be in compliance with the regulation. How We Can Help These lengthy documents, rules and ever-changing regulatory requirements can be difficult for the management of a company to navigate, as the documents need to be constantly updated and renewed. Managing these compliance-based requirements can also lead to an increase in costs, as it involves having to hire a dedicated team. With MBG, you will receive the help and guidance needed to ensure that you are up to date on all the corporate compliance rules and regulations. We also help companies prepare the documents that the company is required to maintain as per ESR and the other commercial laws in UAE.