Part 2- FZLLC Special Regulations
Chapter 1- General Provisions
Section 1- Features of the FZLLC
Article 80. Number of Shareholders
The FZLLC is a limited liability company with a minimum of one (1) and a maximum of fifty (50) Shareholders.
Article 81. Shareholder(s) Limited Liability
a. The liability of a Shareholder towards the FZLLC, with respect to its shareholding, is limited to the capital paid by the Shareholder in the FZLLC.
b. The FZLLC must mention in all its corporate documents, dealings, contracts, announcements, invoices, correspondences, and printed materials that its liability is limited.
Article 82. FZLLC Legal Personality
a. The FZLLC has a legal personality distinct from that of its Shareholder(s).
b. The FZLLC has the capacity, rights and privileges of a natural person.
Article 83. Issued Share Capital
The FZLLC may not invite the public to subscribe to its Shares, and may not allot shares with the intention of offering them to the public.
Article 84. Nationality of the FZLLC
Each FZLLC formed under these Regulations shall have UAE Nationality, but this does not necessarily lead to being entitled to privileges reserved for UAE nationals.
Section 2 – Formation of the FZLLC – Requirements of Memorandum of Association (MOA) and Articles of Association (AOA)
Further to completing the conditions of registration and licensing (provided in the part one of these Regulations), persons wishing to incorporate an FZLLC in the Free Zone should submit a draft of the MOA and AOA. The MOA and AOA of the FZLLC, as approved by the Authority will come into effect on the date of the certificate of incorporation of the FZLLC.
Article 85. Language Requirement
The MOA and AOA shall be in English or Arabic.
Article 86. Requirements of the MOA and AOA
The MOA and AOA must state:
- The name of the FZLLC followed by “FZLLC”;
- That the liability of the Shareholder(s) is limited;
- The name, nationality and address of each Shareholder;
- The capital, its division in the number of Shares, description of the classes of Shares, if any and the value of each Share;
- The number of Shares subscribed by each Shareholder;
- The business objectives of the FZLLC;
- Matters in relation to the management, governance and operation of the FZLLC;
- The financial year and specific matters related to the accounts and audit;
- Other particulars required by the Authority.
Article 87. Signature of the MOA and AOA
The MOA and AOA of the FZLLC shall be signed by each Shareholder at the time of incorporation.
Article 88. Issuance of Official Documents Related to the FZLLC
On approval of the application and confirmation of the Premises, the Authority will issue:
- FZLLC License;
- FZLLC Certificate of Incorporation;
- FZLLC registered MOA and AOA.
Article 89. Amendment of the MOA and AOA
a. The MOA and AOA may be amended by a Special Resolution, or by a resolution passed by a greatest majority of the Shareholders with voting rights as prescribed in the MOA and AOA.
b. An amendment of the MOA and AOA of the FZLLC will come into effect once approved by the Authority and entered into the Register.
Article 90. Binding Power of the MOA and AOA
a. Subject to these Regulations, the FZLLC will be governed by the MOA and AOA, which will be binding to the FZLLC and its Shareholders.
Section 3- General Provisions Related to the Management of the FZLLC
Article 91. Liability of the FZLLC for the Acts of its Authorized Person
a. The FZLLC shall be bound by any act or behavior arising out of its Director upon conducting the affairs of management in a usual manner.
b. The FZLLC shall also be bound by any act of any of its Employees or agents who are authorized to act on behalf of the FZLLC, and whereby a third party relies thereon in its transaction with the FZLLC.
Article 92. Protection of those Dealing with the FZLLC
a. Where a person binds the FZLLC claiming that he/she is the authorized signatory of the FZLLC, at a time when the FZLLC is not yet formed, the act shall have effect towards the third Bona Fide party, while the person purporting to act for the FZLLC shall be personally liable towards the Bona Fide party.
The FZLLC may later adopt the act made in the manner set out above to same extent as if the act had been made after the formation of the FZLLC by the FZLLC itself.
b. The FZLLC shall not claim lack of liability towards those dealing with it, on the grounds that the management authority was not duly appointed in accordance with the provisions of these Regulations or the AOA and MOA of the FZLLC, as long as the acts of such authority are within the usual limits with respect to persons in the same position in other companies that conduct the same type of activity as the FZLLC.
c. To protect a person dealing with an FZLLC, he/she should be a Bona Fide party.
A person shall not be deemed as acting in good faith if he/she actually knows or could have known, based on his/her relationship with the FZLLC, the aspects of deficiency in the act or work proposed to be held against the FZLLC.