INTRODUCTION TO THE DIFC. 42 countries Population of 2.2 billion people Combined economy US$ 2.5 trillion

Save this PDF as:
 WORD  PNG  TXT  JPG

Size: px
Start display at page:

Download "INTRODUCTION TO THE DIFC. 42 countries Population of 2.2 billion people Combined economy US$ 2.5 trillion"

Transcription

1 DIFC Companies Law

2 INTRODUCTION TO THE DIFC 42 countries Population of 2.2 billion people Combined economy US$ 2.5 trillion

3 DIFC Region

4 Financial Free Zone 100 percent foreign ownership; Zero percent tax rate on income and profits; Wide network of double taxation treaties available; No restrictions on foreign exchange or capital/profit repatriation; US dollar denominated environment; Transparent operating environment; Strict supervision and enforcement of money laundering laws; and Modern office accommodation, state-of-the-art technology, sophisticated infrastructure.

5 Laws, Rules and Regulations

6 COMPANIES LAW DIFC Law No. 3 of 2006; Governs the formation and registration of companies in the DIFC; Administration of their affairs; Membership and share capital; Duties and responsibilities of directors; and Accounting and auditing requirements.

7 Companies Regulations These regulations prescribe the procedures for: the incorporation of a company in the DIFC; the registration of a foreign company in the DIFC; the transfer of incorporation of a foreign company to the DIFC; and the transfer of incorporation of a company from the DIFC.

8 Registrar of Companies Establishment Article 7 of the Companies Law Role and Responsibilities incorporate/register and dissolve the DIFC entities examine and store the DIFC entities information delivered under the applicable laws and regulations make this information available to the public Companies Register administer the Companies Law and Regulations

9 Companies Register Reg Cert. Business Name Trading Name Date of Issue Status 0001 The GCC Energy Fund Managers Limited Active 0002 Julius Baer (Middle East) Limited Active 0003 Sovereign Global Investment Limited Active

10 DIFC Authority Established under Dubai Law No. 9 of 2004 Regulatory entity; Developing overall strategy for the DIFC and providing direction; Promoting the DIFC and attracting licensees to operate in the DIFC; and The development of laws and regulations to cover all aspects of non-financial services.

11 Dubai Financial Services Authority The DFSA is the regulator responsible for the authorisation, licensing and registration of institutions and individuals who wish to conduct financial and professional services in or from the DIFC.

12 DIFC Judicial Authority The DIFC Courts were established in 2004; Autonomous body to administer and enforce the civil and commercial laws of the DIFC; Court of First Instance and a Court of Appeal A Chief Justice and a Deputy Chief Justice; English is the official language of the DIFC Courts; and The DIFC laws are applicable to all disputes coming before the DIFC Courts, unless the parties choose the laws of another jurisdiction.

13 Other Registrar of Securities The DIFC-LCIA Arbitration Centre

14 COMPANY FORMATION & REGISTRATION

15 COMPANY FORMATION & REGISTRATION Legal Personality Company Types Company Limited by Shares (LTD) Limited Liability Company (LCC) Limited Liability Partnership (LLP) Limited Partnership (LP) General Partnership (GP) Branch of a Foreign Entity (Recognised Entity) Investment Company Protected Cell Company (for the sole purpose of conducting insurance business)

16 Role of DFSA Proposed business is financial or ancillary services

17 Role of the ROC Incorporate and register all companies seeking to establish a presence in the DIFC

18 Registration Process Business Development Team; Article 11; Name of proposed company; Proposed legal entity (one of the above, excluding a protected cell company); Proposed business activity; If the applicant firm is a publicly traded company, details of the listing stock exchange; and If the applicant firm is a subsidiary, the number of employees of the parent company and the locations from which the parent company conducts business;

19 Registration Process (Cont'd) If the proposed registration is for a branch (recognised company), details of ultimate shareholders; Registered office; Business plan proposal; Proposed visa requirements; Proposed office area requirement in the DIFC; Registration Review Committee; Two to four weeks; and Provisional approval from the RRC.

20 Commercial License DIFC Operating Regulations; Purpose of a Commercial License; License number as well as the licensee's name; and Renewed annually.

21 Company Limited by Shares (LTD) Part 7 of the Companies Law; No minimum capital requirements for non-financial services business nor are there any foreign investment limitations; Shares in a DIFC Company can have any rights attached; See Part 6 and Article 35; and AOA.

22 Company Limited by Shares (LTD) (Cont'd)

23 Company Limited by Shares (LTD) (Cont'd)

24 Company LTD Shares may be redeemed; A Company may purchase its own shares; Dividends may be paid as resolved by the directors of a Company (subject to minimum reserve requirements and conformance with any preferential rights attached to certain shareholder criteria being met); Share capital may be altered (increased, consolidated, sub-divided, cancelled, or reduced); Rights allotted to shares may be varied; and No bearer shares.

25 Shareholders Minimum number of shareholders is one are no maximum No restrictions on the nationality or residence of shareholders No restrictions on the holding of shares by another company Nominee shareholders permitted Details must be recorded in the Company's share register (see Article 34 and 39)

26 Directors Management of the business of a Company rests with its Directors Appointed by the shareholders Hold office for periods specified in the Articles (see Article 51) Minimum of two directors is required for a the DIFC incorporated Company (see Article 51)

27 Company Secretary Must appoint a Secretary No requirement for the Secretary to be a resident of UAE Company secretary cannot also be a director

28 Meetings Chapter 8 of Part 7 Annual general meeting of each calendar year and not more than six months after the end of its financial year held outside of the DIF minutes kept at the DIFC registered office Business conducted at annual general meeting is regulated by the Company's Articles Typically includes consideration of the Company's annual accounts Reports of the directors and auditors Declaration of dividends Election of directors in place of those retiring, and the appointment and fixing of the remuneration of the auditors Annual accounts of the Company must be filed with the ROC within seven days of annual general meeting

29 Records A Company is required to maintain: A register of its members and shares held; A register of directors; A register of secretaries A minutes register; and Adequate accounting records.

30 Financial year Every company is required to prepare annual financial statements In accordance with accounting principles or standards approved by the ROC (International Financial Reporting Standards) Member of an international corporate group can apply to be covered by diff rules ROC approval.

31 Limited Liability Company (LLC) Not an activity regulated by the DFSA under the DIFC Regulatory Law of 2004; An LLC may not raise capital through public subscription; and Intention that this form of company be used for nonfinancial services, such as food operators.

32 Other Entity Types Limited Liability Partnership (LLP) Law No. 5 of 2004 Limited Partnership (LP) Law No. 4 of 2006 General Partnership (GP) Law No. 11 of 2004 Branch of a Foreign Entity (Recognised Entity) Company Regulations a foreign company, a limited liability partnership or a limited partnership establishing a place of business in the DIFC

33 Investment Company Under Part 10 the Companies Law and Part 13 of the Companies Regulations; Open Ended Investment Company or a Closed Ended Investment Company; General purpose is to establish and manage investment funds; and Convert from one to another provided that the company's Articles of Association and the DFSA permit it to do so.

34 Investment Company (Cont'd) Application to incorporate or convert must be accompanied by The Constitutions of funds operated by the Investment Company; Prospectuses of funds operated by the Investment Company; Certification by the legal advisors indicating that each fund's constitution abides by the applicable laws; Details of the kinds of property in which the Investment Company intends to invest; A statement of the objectives of the Investment Company with regards to its investments in property; Any other requirements of the DFSA under the Collective Investments Law; Incorporation either as a Public Fund (more than 100 unitholders), or as a Private Fund (less 100 unit-holders).

35 Protected Cell Company Companies Law and will operate, for the sole purpose of conducting insurance business; A "cell" is created for the purpose of segregating and protecting cellular assets; and The cell share capital comprises the cellular assets attributable to the cell in respect of which the cell shares were issued.

36 Company Migration Part 12 of the Companies Law and Law No. 4 of 2006 The process of migrating involves the following The Company's/Partnership's name and, if different, its trade name; The address of the Company's/Partnership's place of business in the DIFC; The nature of the Company's/Partnership's business; The names and addresses of the Company's directors or Partnership's partners; and Any other declaration, certification, information, document or confirmation required by the ROC

37 Transfer of incorporation from the DIFC Under Article 122 of the Companies Law possible for a the DIFC Company/Partnership to migrate from the DIFC to another jurisdiction Application to the ROC accompanied by: A certified copy of a special resolution of the Company's partnership's members, approving the transfer of the Company's/Partnership's incorporation, and its continuation as a Foreign Company; Evidence acceptable to the ROC that the laws of such other jurisdiction allow the Company/Partnership to transfer its incorporation and be continued under the laws of another jurisdiction; The DFSA's written consent if the Company/Partnership is an Authorised Firm, Authorised Market Institution, or an Ancillary Service Provider; Any declaration, certification, information, document, or confirmation required by the ROC; and The relevant fee.

38 Takeover Offers Part 7, Chapter 9 of Companies Law It must be offer on terms which are the same in relation to all the Shares in the Class Revision shall not be regarded as fresh offer

39 Right of Offeror to Buy Out Minority Shareholders Nine-tenths in value of the Shares Within 120 days of the close of the takeover offer Notice to holder of any Shares that he desires to acquire those Shares Send a copy of it to the Company together with a declaration by him stating that the conditions for the giving of the notice are satisfied "The acquisition value" Offeror shall be entitled and bound to acquire those Shares Amount to not less than nine-tenths The holder of the Shares to which the offer relates who has not accepted the offer may by a written communication addressed to the offeror require him to acquire those Shares

40 Any queries please contact: Pervez Akhtar Partner Dubai Tel +971 (0) Rob Cant Associate Dubai Tel +971 (0)

41 Questions? These are presentation slides only. The information within these slides does not constitute definitive advice and should not be used as the basis for giving definitive advice without checking the primary sources. Allen & Overy means Allen & Overy LLP and/or its affiliated undertakings. The term partner is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications or an individual with equivalent status in one of Allen & Overy LLP's affiliated undertakings.

Dubai International Financial Centre Companies

Dubai International Financial Centre Companies Dubai International Financial Centre Companies Foreword Codan International Limited (an affiliate of Conyers Dill & Pearman) provides secretarial services to companies incorporated in the Dubai International

More information

Overview of Entities in the DIFC

Overview of Entities in the DIFC Overview of Entities in the DIFC Table of Contents Page Topic Objectives... 3 Session 1: Legal structures in the DIFC... 4 Session 2: Legal structures & their use... Error! Bookmark not defined. Session

More information

Setting Up a Business in Dubai International Financial Centre. Facts Sheet

Setting Up a Business in Dubai International Financial Centre. Facts Sheet Setting Up a Business in Dubai International Financial Centre Facts Sheet Financial activities that may be carried out within the DIFC Accepting deposits Providing Credit Dealing in Investments as Principal

More information

Companies Regulations (COR)

Companies Regulations (COR) Appendix 9 In this appendix underlining indicates new text and striking through indicates deleted text. N.B. As mentioned in paragraph 7 of this consultation paper, these regulations are made under the

More information

COLLECTIVE INVESTMENT LAW DIFC LAW No. 2 of 2010

COLLECTIVE INVESTMENT LAW DIFC LAW No. 2 of 2010 ---------------------------------------------------------------------------------------------- COLLECTIVE INVESTMENT LAW DIFC LAW No. 2 of 2010 ----------------------------------------------------------------------------------------------

More information

CORPORATE SERVICES IMMIGRATION. Memorandum On The Incorporation Of A Private Limited Company In Singapore

CORPORATE SERVICES IMMIGRATION. Memorandum On The Incorporation Of A Private Limited Company In Singapore CORPORATE SERVICES IMMIGRATION Memorandum On The Incorporation Of A Private Limited Company In Singapore 1. Proposed Name of the Company A company cannot be registered under a particular name unless that

More information

British Virgin Islands Insurance Companies

British Virgin Islands Insurance Companies British Virgin Islands Insurance Companies Foreword This memorandum has been prepared for the assistance of those who are considering the formation of insurance companies in the British Virgin Islands.

More information

GUIDE TO INVESTMENT FUNDS IN THE CAYMAN ISLANDS

GUIDE TO INVESTMENT FUNDS IN THE CAYMAN ISLANDS GUIDE TO INVESTMENT FUNDS IN THE CAYMAN ISLANDS CONTENTS PREFACE 1 1. Cayman Islands - Jurisdiction of Choice 2 2. Investment Funds 3 3. Investment Fund Structures 4 4. Investment Fund Vehicles 5 5. Director

More information

New UAE Commercial Companies Law: Legal reforms to strengthen the legal and regulatory landscape of doing business in the UAE

New UAE Commercial Companies Law: Legal reforms to strengthen the legal and regulatory landscape of doing business in the UAE from Legal Middle East New UAE Commercial Companies Law: Legal reforms to strengthen the legal and regulatory landscape of doing business in the UAE May 2015 In brief After years of speculation regarding

More information

GUIDE TO PUBLIC OFFERING OF COMPANIES IN GUERNSEY, ISLE OF MAN AND JERSEY

GUIDE TO PUBLIC OFFERING OF COMPANIES IN GUERNSEY, ISLE OF MAN AND JERSEY GUIDE TO PUBLIC OFFERING OF COMPANIES IN GUERNSEY, ISLE OF MAN AND JERSEY CONTENTS PREFACE 1 1. Introduction 2 2. Why Choose Guernsey, Isle of Man or Jersey? 2 3. Company Incorporations, Migrations and

More information

A Guide to Isle of Man Companies

A Guide to Isle of Man Companies A Guide to Isle of Man Companies A Guide to Isle of Man Companies The Isle of Man has been pre-eminent in the creation of innovative corporate legislation, the most recent examples being the introduction

More information

GUIDE TO THE ISLE OF MAN COMPANIES ACT 2006

GUIDE TO THE ISLE OF MAN COMPANIES ACT 2006 GUIDE TO THE ISLE OF MAN COMPANIES ACT 2006 CONTENTS PREFACE 1 1. Introduction 2 2. Types of Vehicles Available 2 3. Incorporation of 2006 Act Companies 2 4. Power and Capacity 2 5. Directors 3 6. Members

More information

DIFC Limited Liability Partnership Regulations (LLR)

DIFC Limited Liability Partnership Regulations (LLR) DIFC Limited Liability Partnership Regulations (LLR) Contents The contents of this module are divided into the following chapters, sections and appendices: 1 INTRODUCTION...1 1.1 Application and interpretation...1

More information

Comparison of Companies - Cayman Islands, British Virgin Islands and Jersey

Comparison of Companies - Cayman Islands, British Virgin Islands and Jersey Comparison of Companies - Cayman Islands, British Virgin Islands and Jersey Introduction The decision as to where to incorporate an offshore company can only be made based on the specific features of the

More information

GUIDE TO INVESTMENT FUNDS IN BERMUDA

GUIDE TO INVESTMENT FUNDS IN BERMUDA GUIDE TO INVESTMENT FUNDS IN BERMUDA CONTENTS PREFACE 1 1. Introduction 2 2. Principal Regulatory Framework 2 3. Investment Fund Structures and Forms 4 4. Segregated Accounts Companies and the Segregation

More information

investing in the Company (including, without limitation, investment in securities and other interests in the Company);

investing in the Company (including, without limitation, investment in securities and other interests in the Company); The Trust Deed is a complex document and the following is a summary only. Recipients of this prospectus and all prospective investors should refer to the Trust Deed itself to confirm specific information

More information

Convenience Translation the German version is the only legally binding version. Articles of Association. Linde Aktiengesellschaft.

Convenience Translation the German version is the only legally binding version. Articles of Association. Linde Aktiengesellschaft. Convenience Translation the German version is the only legally binding version Articles of Association Linde Aktiengesellschaft Munich 9 March 2015 Page 1 of 12 I. General Rules 1. Company Name, Principal

More information

GUIDE TO INCORPORATING COMPANIES

GUIDE TO INCORPORATING COMPANIES GUIDE TO INCORPORATING COMPANIES IRELAND CURRENCY Euro ( ). EXCHANGE CONTROL There is no exchange control in Ireland. There are, however, certain other restrictions which should be noted. Pursuant to the

More information

GUIDE TO COMPANIES IN GUERNSEY

GUIDE TO COMPANIES IN GUERNSEY GUIDE TO COMPANIES IN GUERNSEY CONTENTS PREFACE 1 1. Types of Companies 2 2. Formation of Companies 4 3. Continuing Requirements 7 4. Tax Regime 9 5. Incorporation and Administration Services 9 PREFACE

More information

A GUIDE TO DOING BUSINESS IN NIGERIA

A GUIDE TO DOING BUSINESS IN NIGERIA A GUIDE TO DOING BUSINESS IN NIGERIA Copyright Abraham & Co. CONTENT Page Forms of Business Enterprise 3 Registration of a Company and Application for 5 Start-up Approvals The Tax System 8 Checklist for

More information

Explanatory Notes to Sample B MODEL ARTICLES OF ASSOCIATION FOR PRIVATE COMPANIES LIMITED BY SHARES

Explanatory Notes to Sample B MODEL ARTICLES OF ASSOCIATION FOR PRIVATE COMPANIES LIMITED BY SHARES Explanatory Notes to Sample B MODEL ARTICLES OF ASSOCIATION FOR PRIVATE COMPANIES LIMITED BY SHARES This Model Articles of Association is the Model Articles prescribed in Schedule 2 of the Companies (Model

More information

SPECIAL PURPOSE COMPANY REGULATIONS (SPCoR)

SPECIAL PURPOSE COMPANY REGULATIONS (SPCoR) SPECIAL PURPOSE COMPANY REGULATIONS (SPCoR) CONTENTS The contents of this module are divided into the following chapters, sections and appendices: 1. INTRODUCTION... 3 2. PURPOSE AND ACTIVITIES OF A SPECIAL

More information

OPEN JOINT STOCK COMPANY AGENCY FOR HOUSING MORTGAGE LENDING. Agency for Housing Mortgage Lending OJSC INFORMATION POLICY GUIDELINES.

OPEN JOINT STOCK COMPANY AGENCY FOR HOUSING MORTGAGE LENDING. Agency for Housing Mortgage Lending OJSC INFORMATION POLICY GUIDELINES. OPEN JOINT STOCK COMPANY AGENCY FOR HOUSING MORTGAGE LENDING APPROVED: by decision of the Supervisory Council (minutes No 09 of 21 December 2007) Agency for Housing Mortgage Lending OJSC INFORMATION POLICY

More information

[ ] numbers in brackets refer to the clause number in the regulations.

[ ] numbers in brackets refer to the clause number in the regulations. DMCC COMPANY REGULATIONS (1/03) AT A GLANCE This document sets out to summarise the main Company Rules and Regulations applicable within the DMCC Free Zone. You are recommended to read the full edition

More information

Cayman Islands Unit Trusts

Cayman Islands Unit Trusts Cayman Islands Unit Trusts Introduction A unit trust is a special kind of trust which, in addition to being subject to the laws governing trusts, is also subject to the laws governing mutual funds. A unit

More information

CAYMAN ISLANDS. Supplement No. 1 published with Gazette No. 22 of 22nd October, 2012. MUTUAL FUNDS LAW (2012 REVISION)

CAYMAN ISLANDS. Supplement No. 1 published with Gazette No. 22 of 22nd October, 2012. MUTUAL FUNDS LAW (2012 REVISION) CAYMAN ISLANDS Supplement No. 1 published with Gazette No. 22 of 22nd October, 2012. MUTUAL FUNDS LAW (2012 REVISION) Law 13 of 1993 consolidated with Laws 18 of 1993, 16 of 1996 (part), 9 of 1998, 4 of

More information

REQUIREMENTS OF NEW ZEALAND COMPANY (LIMITED LIABILITY COMPANY)

REQUIREMENTS OF NEW ZEALAND COMPANY (LIMITED LIABILITY COMPANY) ABACONDA MANAGEMENT GROUP REQUIREMENTS OF NEW ZEALAND COMPANY (LIMITED LIABILITY COMPANY) COMPANIES ACT 1993 SUMMARY WITH REFERENCES 2011 Table of Contents Shares of New Zealand Company... 2 Shareholders

More information

Subd. 54. Governing statute. Governing statute means the statute that governs an organization s internal affairs.

Subd. 54. Governing statute. Governing statute means the statute that governs an organization s internal affairs. 322B Conversion provisions 322B.03 DEFINITIONS. [...] Subd. 34. Organization. Organization means a general partnership, including a limited liability partnership, limited partnership, including a limited

More information

Supplement No. 5 published with Gazette No. 15 of 20th July, 2009. MUTUAL FUNDS LAW. (2009 Revision)

Supplement No. 5 published with Gazette No. 15 of 20th July, 2009. MUTUAL FUNDS LAW. (2009 Revision) Supplement No. 5 published with Gazette No. 15 of 20th July, 2009. Mutual Funds Law (2009 Revision) MUTUAL FUNDS LAW (2009 Revision) Law 13 of 1993 consolidated with Laws 18 of 1993, 16 of 1996 (part),

More information

COMPANY LAW OF MONGOLIA CHAPTER 1 GENERAL PROVISIONS

COMPANY LAW OF MONGOLIA CHAPTER 1 GENERAL PROVISIONS COMPANY LAW OF MONGOLIA CHAPTER 1 GENERAL PROVISIONS Article 1. Purpose of the Law 97.1. The purpose of this Law is to regulate the establishment, registration and reorganization of a company, its management

More information

Formation and Management of Macao Corporation

Formation and Management of Macao Corporation FACT SHEET Formation and Management of Macao Corporation A Macao corporation is a company registered under the Commercial Code of Macao which is either:- 1. An unlimited liability company 2. A mixed liability

More information

CHAPTER 16 INVESTMENT ENTITIES

CHAPTER 16 INVESTMENT ENTITIES CHAPTER 16 INVESTMENT ENTITIES Introduction 16.1 This Chapter sets out the requirements for the listing of the securities of investment entities, which include investment companies, unit trusts, closed-end

More information

June 2009 THE DANISH ACT ON PUBLIC AND PRIVATE LIMITED LIABILITY COMPANIES AMENDMENTS

June 2009 THE DANISH ACT ON PUBLIC AND PRIVATE LIMITED LIABILITY COMPANIES AMENDMENTS June 2009 THE DANISH ACT ON PUBLIC AND PRIVATE LIMITED LIABILITY COMPANIES AMENDMENTS Gorrissen Federspiel Kierkegaard H.C. Andersens Boulevard DK-1553 Copenhagen V, Denmark New act on limited liability

More information

SUBSIDIARY LEGISLATION 386.10 COMPANIES ACT (CELL COMPANIES CARRYING ON BUSINESS OF INSURANCE) REGULATIONS

SUBSIDIARY LEGISLATION 386.10 COMPANIES ACT (CELL COMPANIES CARRYING ON BUSINESS OF INSURANCE) REGULATIONS CARRYING ON BUSINESS OF INSURANCE) [S.L.386.10 1 SUBSIDIARY LEGISLATION 386.10 COMPANIES ACT (CELL COMPANIES CARRYING ON BUSINESS OF INSURANCE) REGULATIONS LEGAL NOTICE 243 of 2010. 30th April, 2010 1.

More information

Appendix 1. This appendix is a proposed new module of the DFSA Rulebook. Therefore, the text is not underlined as it is all new text.

Appendix 1. This appendix is a proposed new module of the DFSA Rulebook. Therefore, the text is not underlined as it is all new text. Appendix 1 This appendix is a proposed new module of the DFSA Rulebook. Therefore, the text is not underlined as it is all new text. The DFSA Rulebook Auditor Module (AUD) PART 1 INTRODUCTION 1 APPLICATION

More information

Preface 2. 1. Incorporation 3. 2. Share Capital 3. 3. Dividends & Distributions 3. 4. Shareholders Suits 3. 5. Protection of Minorities 4

Preface 2. 1. Incorporation 3. 2. Share Capital 3. 3. Dividends & Distributions 3. 4. Shareholders Suits 3. 5. Protection of Minorities 4 Cayman Islands Company Law & Taxation Contents Preface 2 1. Incorporation 3 2. Share Capital 3 3. Dividends & Distributions 3 4. Shareholders Suits 3 5. Protection of Minorities 4 6. Disposal of Assets

More information

3 ESTABLISHING A LEGAL PRESENCE

3 ESTABLISHING A LEGAL PRESENCE organizations funded by the state budget, other units of state importance, and certain public facilities. The main authority responsible for the implementation of the Second Privatization Program and coordination

More information

TRUST OR COMPANY SERVICE PROVIDER APPLICATION FOR AUTHORISATION

TRUST OR COMPANY SERVICE PROVIDER APPLICATION FOR AUTHORISATION TRUST OR COMPANY SERVICE PROVIDER APPLICATION FOR AUTHORISATION In accordance with the CRIMINAL JUSTICE (MONEY LAUNDERING AND TERRORIST FINANCING) ACT, 2010 as amended by the Criminal Justice Act, 2013.

More information

PROPOSALS FOR GENERAL MANDATES TO BUY BACK SHARES AND TO ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

PROPOSALS FOR GENERAL MANDATES TO BUY BACK SHARES AND TO ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETING THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer

More information

PREFACE. How to Register a Business in Namibia 2

PREFACE. How to Register a Business in Namibia 2 How to Register a Business in Namibia 1 PREFACE This booklet explores the ways how the choice of business entity may be important to you as a business person. This guide is designed to be your introduction

More information

State Business Entity Law Summaries

State Business Entity Law Summaries State Business Entity Law Summaries As of May 13, 2009 Summary developed by: National Association of Secretaries of State State Agency Review Assistance provided by: International Association of Commercial

More information

SEAL: APPROVED by the Deputy Head of Moscow Central Regional Department of the Bank of Russia STAMP: August 23, 2013 L.S. SEAL:

SEAL: APPROVED by the Deputy Head of Moscow Central Regional Department of the Bank of Russia STAMP: August 23, 2013 L.S. SEAL: SEAL: THE CENTRAL BANK OF THE RUSSIAN FEDERATION (THE BANK OF RUSSIA) MOSCOW MAIN REGIONAL DEPARTMENT MAIN STATE REGISTRATION * NUMBER 1037700013020 * * TIN 7702235133 * STAMP: APPROVED by the Deputy Head

More information

Constitution of Mercer Investments (Australia) Limited

Constitution of Mercer Investments (Australia) Limited Constitution of Mercer Investments (Australia) Limited Contents Preliminary... 1 1. Definitions... 1 2. Interpretation... 2 3. Application of Corporations Act... 2 Securities... 2 4. Issue of securities...

More information

HSBC Specialist Funds Limited. Short Duration Fixed Income Fund Supplement 2 November 2015

HSBC Specialist Funds Limited. Short Duration Fixed Income Fund Supplement 2 November 2015 HSBC Specialist Funds Limited Short Duration Fixed Income Fund Supplement 2 November 2015 HSBC Specialist Funds Limited Short Duration Fixed Income Fund Supplement 2 November 2015 This document (the Short

More information

INTERNATIONAL COLLECTIVE INVESTMENT SCHEMES LAW

INTERNATIONAL COLLECTIVE INVESTMENT SCHEMES LAW REPUBLIC OF CYPRUS INTERNATIONAL COLLECTIVE INVESTMENT SCHEMES LAW (No 47(I) of 1999) English translation prepared by The Central Bank of Cyprus ARRANGEMENT OF SECTIONS PART I PRELIMINARY AND GENERAL Section

More information

Global. Comparison of Offshore Hedge Fund Domiciles British Virgin Islands, Cayman Islands and Jersey

Global. Comparison of Offshore Hedge Fund Domiciles British Virgin Islands, Cayman Islands and Jersey Global Comparison of Offshore Hedge Fund Domiciles British Virgin Islands, Cayman Islands and Jersey 2561298.7. Global Page 1 The decision as to where to establish an offshore hedge fund can only be made

More information

Funds in the Sun: The Formation of Mutual Fund Entities in Nevis

Funds in the Sun: The Formation of Mutual Fund Entities in Nevis Funds in the Sun: The Formation of Mutual Fund Entities in Nevis Jan Dash, Esq., L.E.C., TEP Herman W. Liburd, L.E.C., M.A., JP Liburd and Dash, Attorneys at Law www.liburddash.com Funds in the Sun Copyright

More information

ARTICLES OF ASSOCIATION BAVARIAN NORDIC A/S. CVR no. 16271187

ARTICLES OF ASSOCIATION BAVARIAN NORDIC A/S. CVR no. 16271187 DRAFT ARTICLES OF ASSOCIATION OF BAVARIAN NORDIC A/S ARTICLES OF ASSOCIATION of BAVARIAN NORDIC A/S CVR no. 16271187 NAME, OBJECTS OF THE COMPANY AND CORPORATE LANGUAGE Article 1 The name of the company

More information

CHAPTER I I. Formation of a limited liability company CHAPTER I. GENERAL PROVISIONS

CHAPTER I I. Formation of a limited liability company CHAPTER I. GENERAL PROVISIONS Law of the Republic of Kazakhstan dated April 22, 1998 220-I On limited liability companies and additional liability companies (with alterations and amendments as of 29.12.2014) CHAPTER I. General provisions

More information

HOW TO REGISTER A BUSINESS IN NAMIBIA. Companies and Patents Registration Office. A Directorate of the Ministry of Trade and Industry

HOW TO REGISTER A BUSINESS IN NAMIBIA. Companies and Patents Registration Office. A Directorate of the Ministry of Trade and Industry HOW TO REGISTER A BUSINESS IN NAMIBIA Companies and Patents Registration Office A Directorate of the Ministry of Trade and Industry FOREWORD This booklet explores the ways how the choice of business entity

More information

Corporate Administrators Programme : Company Law and Company Administration Procedure OPEN SEMINAR CONTENT. > Back to website.

Corporate Administrators Programme : Company Law and Company Administration Procedure OPEN SEMINAR CONTENT. > Back to website. OPEN SEMINAR > Back to website Corporate Administrators Programme : Company Law and Company Administration Procedure CONTENT > Back to website PART I - INTRODUCTION The Modern Company Law in Cyprus 1.

More information

SUBSIDIARY LEGISLATION COMPANIES ACT (CELL COMPANIES CARRYING ON BUSINESS OF INSURANCE) REGULATIONS

SUBSIDIARY LEGISLATION COMPANIES ACT (CELL COMPANIES CARRYING ON BUSINESS OF INSURANCE) REGULATIONS CARRYING ON BUSINESS OF INSURANCE) [S.L.386.10 1 SUBSIDIARY LEGISLATION 386.10 COMPANIES ACT (CELL COMPANIES CARRYING ON BUSINESS OF INSURANCE) REGULATIONS 30th April, 2010 LEGAL NOTICE 243 of 2010, as

More information

Articles of Association of Coloplast A/S Company reg. (CVR) no. 69749917

Articles of Association of Coloplast A/S Company reg. (CVR) no. 69749917 Announcement No. 12/2013 5 December 2013 Articles of Association of Coloplast A/S Company reg. (CVR) no. 69749917 Name, registered office and objects of the Company 1. The name of the Company is Coloplast

More information

Investment Business in Bermuda

Investment Business in Bermuda Investment Business in Bermuda Foreword This memorandum has been prepared for the assistance of those who require information about the Investment Business Act 2003. It deals in broad terms with the requirements

More information

INTRODUCTION... 3 OVERSEA COMPANIES... 9

INTRODUCTION... 3 OVERSEA COMPANIES... 9 Mdina Malta INTRODUCTION... 3 FORMATION AND REGISTRATION OF COMPANIES... 4 PRIVATE OR PUBLIC COMPANY... 4 MEMORANDUM AND ARTICLES OF ASSOCIATION... 4 WHO MAY INCORPORATE... 5 TIME REQUIRED FOR INCORPORATION...

More information

Companies (Model Articles) Notice. Contents

Companies (Model Articles) Notice. Contents B2195 Companies (Model Articles) Notice Contents Section Page 1. Commencement...B2197 2. Model articles for public companies limited by shares...b2197 3. Model articles for private companies limited by

More information

KAZAKHSTAN LAW ON JOINT STOCK COMPANIES

KAZAKHSTAN LAW ON JOINT STOCK COMPANIES KAZAKHSTAN LAW ON JOINT STOCK COMPANIES Important Disclaimer This does not constitute an official translation and the translator and the EBRD cannot be held responsible for any inaccuracy or omission in

More information

Comparison of Companies - Cayman Islands, British Virgin Islands, Ireland and Jersey

Comparison of Companies - Cayman Islands, British Virgin Islands, Ireland and Jersey Comparison of Companies - Cayman Islands, British Virgin Islands, Ireland and Jersey Introduction The decision as to where to incorporate an offshore company can only be made based on the specific features

More information

STEPS FOR FORMATION OF INDIAN COMPANY

STEPS FOR FORMATION OF INDIAN COMPANY STEPS FOR FORMATION OF INDIAN COMPANY TABLE OF CONTENTS Type of Company...4 Conversion of Pvt. Ltd. into Public Ltd....5 Basis of deciding the name of the company...6 Disclosure Form...7 Filling and completion

More information

EQT GP HOLDINGS, LP (EQT GP Services, LLC) Corporate Governance Guidelines. (Adopted by the Board on April 30, 2015)

EQT GP HOLDINGS, LP (EQT GP Services, LLC) Corporate Governance Guidelines. (Adopted by the Board on April 30, 2015) EQT GP HOLDINGS, LP (EQT GP Services, LLC) Corporate Governance Guidelines (Adopted by the Board on April 30, 2015) 1. Statement of Governance. EQT GP Holdings, LP (the Partnership ) is governed by a limited

More information

Investment funds in Guernsey

Investment funds in Guernsey Investment funds in Guernsey APRIL 2012 For more briefings visit mourantozannes.com This briefing is only intended to give a summary and general overview of the subject matter. It is not intended to be

More information

CORPORATE OPPORTUNITIES IN MALTA.

CORPORATE OPPORTUNITIES IN MALTA. CORPORATE OPPORTUNITIES IN MALTA. Branches of Overseas Companies Under Maltese law an oversea company is a body corporate which is constituted or incorporated outside Malta. The Companies Act holds that

More information

REGULATIONS. of the General Shareholders' Meeting of the Open Joint Stock Company «SIBUR Holding» (version No. 6)

REGULATIONS. of the General Shareholders' Meeting of the Open Joint Stock Company «SIBUR Holding» (version No. 6) APPROVED by the Resolution of the General Shareholders Meeting of Apri 25, 2013 (Minutes No. 39) REGULATIONS of the General Shareholders' Meeting of the Open Joint Stock Company «SIBUR Holding» (version

More information

An overview of Jersey company law

An overview of Jersey company law www.bedellgroup.com Jersey Guernsey London Dublin Mauritius BVI Singapore An overview of Jersey company law Bedell Cristin Jersey The Companies (Jersey) Law 1991 (the "Law") came into force on 30 March

More information

The Jebel Ali Offshore Company (JAOC)

The Jebel Ali Offshore Company (JAOC) The Jebel Ali Offshore Company (JAOC) presented by Meyer-Reumann & Partner Associated Law Firms: Roedl, Meyer-Reumann, Dubai: Tel: +971 4 3317110, Fax: +971 4-3313832, E-mail: dubai@roedl.ae Meyer-Reumann

More information

Nova Scotia Business Incorporated Act

Nova Scotia Business Incorporated Act Nova Scotia Business Incorporated Act CHAPTER 30 OF THE ACTS OF 2000 as amended by 2010, c. 35, s. 41; 2011, c. 23; 2014, c. 33, ss. 23-36; 2015, c. 6, ss. 32-40 2015 Her Majesty the Queen in right of

More information

CARLSBERG. Articles of Association. with latest amendments as of 12 March 2009

CARLSBERG. Articles of Association. with latest amendments as of 12 March 2009 CARLSBERG Articles of Association with latest amendments as of 12 March 2009 Carlsberg A/S CVR. NO. 61056416 100, Ny Carlsberg Vej DK-1760 Copenhagen ARTICLES OF ASSOCIATION With latest amendments as of

More information

Explanatory Notes to Sample A. ARTICLES OF ASSOCIATION FOR PRIVATE COMPANIES LIMITED BY SHARES (Simplified Form)

Explanatory Notes to Sample A. ARTICLES OF ASSOCIATION FOR PRIVATE COMPANIES LIMITED BY SHARES (Simplified Form) Explanatory Notes to Sample A ARTICLES OF ASSOCIATION FOR PRIVATE COMPANIES LIMITED BY SHARES (Simplified Form) Sample A is a Simplified Form of Articles of Association for private companies limited by

More information

lifeplan Terms and Conditions Retail

lifeplan Terms and Conditions Retail lifeplan Terms and Conditions Retail Risks I/We acknowledge and agree that the lifeplan is an investment and, as such, any monies invested may increase or decrease in value, and further understand and

More information

---------------------------------------------------------------------------------------------- LIMITED LIABILITY PARTNERSHIP

---------------------------------------------------------------------------------------------- LIMITED LIABILITY PARTNERSHIP ---------------------------------------------------------------------------------------------- LIMITED LIABILITY PARTNERSHIP LAW DIFC LAW NO.5 OF 2004 ----------------------------------------------------------------------------------------------

More information

LEGAL BASICS TO COMPANY FORMATION COMPANY STATUTORY OBLIGATIONS

LEGAL BASICS TO COMPANY FORMATION COMPANY STATUTORY OBLIGATIONS LEGAL BASICS TO COMPANY FORMATION and COMPANY STATUTORY OBLIGATIONS Prepared by: BROWNE GIBSON HARVEY P.C. Telephone: 24567 Facsimile: 21567/25567 FORMATION AND STRUCTURE OF A COMPANY In considering venturing

More information

1.1 Any regulations made under the legislation containing standard articles of association do not apply to the Company.

1.1 Any regulations made under the legislation containing standard articles of association do not apply to the Company. Company Number: 1800000 1 PRELIMINARY COMPANY LIMITED BY SHARES ARTICLES of ASSOCIATION of BRITISH TELECOMMUNICATIONS public limited company (Adopted by a special resolution on 5 August 2010) 1.1 Any regulations

More information

in co-operation with Antis Triantafyllides & Sons LLC Cyprus Companies

in co-operation with Antis Triantafyllides & Sons LLC Cyprus Companies in co-operation with Antis Triantafyllides & Sons LLC Cyprus Companies Foreword This memorandum has been prepared for the assistance of those who are considering the formation of companies in Cyprus. It

More information

Investment Funds in Bermuda

Investment Funds in Bermuda Investment Funds in Bermuda Foreword This memorandum has been prepared for the assistance of those who are considering the establishment of a Bermuda entity to act as an investment (or mutual ) fund. It

More information

n. dowuona & company setting up business in Ghana

n. dowuona & company setting up business in Ghana n. dowuona & company setting up business in Ghana 1 2 2014 quick facts Region: Sub-Saharan Africa Income group: Lower-middle Population: 25.37 million WBDB* rank: 67 Time Zone: GMT Language: English *

More information

Comparison of Laws in Bermuda, the Cayman Islands and the British Virgin Islands Relating to Offshore Companies

Comparison of Laws in Bermuda, the Cayman Islands and the British Virgin Islands Relating to Offshore Companies Comparison of Laws in Bermuda, the Cayman Islands and the British Virgin Islands Relating to Offshore Companies Foreword This memorandum has been prepared for the assistance of those who are considering

More information

Limited Liability Partnership (LLP)

Limited Liability Partnership (LLP) Limited Liability Partnership (LLP) Meaning Limited Liability Partnership entities, the world wide recognized form of business organization has been introduced in India by way of Limited Liability Partnership

More information

GUIDE TO LIMITED PARTNERSHIPS IN GUERNSEY

GUIDE TO LIMITED PARTNERSHIPS IN GUERNSEY GUIDE TO LIMITED PARTNERSHIPS IN GUERNSEY CONTENTS PREFACE 1 1. Introduction 2 2. What is a Limited Partnership 2 3. Formation of the Limited Partnership 2 4. Management of the Limited Partnership 3 5.

More information

GUIDE TO COMPANIES IN JERSEY

GUIDE TO COMPANIES IN JERSEY GUIDE TO COMPANIES IN JERSEY CONTENTS PREFACE 1 1. Types of Companies 2 2. Formation of Companies 4 3. Continuing Requirements 7 4. Tax Regime 9 5. Incorporation and Administration Services 9 PREFACE This

More information

REDGATE ASSET MANAGEMENT AS ARTICLES OF ASSOCIATION 1. BUSINESS NAME AND DOMICILE OF LIMITED COMPANY

REDGATE ASSET MANAGEMENT AS ARTICLES OF ASSOCIATION 1. BUSINESS NAME AND DOMICILE OF LIMITED COMPANY REDGATE ASSET MANAGEMENT AS ARTICLES OF ASSOCIATION 1. BUSINESS NAME AND DOMICILE OF LIMITED COMPANY 1.1. Business name of the limited company (hereinafter Company ) shall be REDGATE ASSET MANAGEMENT AS.

More information

Regulatory Procedure

Regulatory Procedure Regulatory Procedure Cancellation of Licences issued pursuant to section 5 and Certificates of Registration issued pursuant to Sections 4 (3), and 4 (1) (b) of the Mutual Funds Law ( MFL ). 1. Statement

More information

Bermuda Exempted Companies

Bermuda Exempted Companies Bermuda Exempted Companies Foreword This memorandum has been prepared for the assistance of those who are considering the formation of companies in Bermuda. It deals in broad terms with the requirements

More information

Articles of Association

Articles of Association (Unauthorized English translation) (May 20, 2015) Articles of Association of Genmab A/S (CVR-nr. 21023884 Formerly A/S registration no.: 248.498) Page 2 of 46 Name, Registered Office, Objects and Group

More information

Articles of Association

Articles of Association (Unauthorized English translation) (August 19, 2015) Articles of Association of Genmab A/S (CVR-nr. 21023884 Formerly A/S registration no.: 248.498) Page 2 of 47 Name, Registered Office, Objects and Group

More information

MALTA Jurisdictional Guide

MALTA Jurisdictional Guide MALTA Jurisdictional Guide GENERAL INFORMATION The Republic of Malta is situated in the centre of the Mediterranean, south of Sicily, east of Tunisia and north of Libya. Malta gained its independence from

More information

PLEASE NOTE. For more information concerning the history of this Act, please see the Table of Public Acts.

PLEASE NOTE. For more information concerning the history of this Act, please see the Table of Public Acts. PLEASE NOTE This document, prepared by the Legislative Counsel Office, is an office consolidation of this Act, current to December 2, 2015. It is intended for information and reference purposes only. This

More information

HK Electric Investments Limited

HK Electric Investments Limited HK Electric Investments Limited 港 燈 電 力 投 資 有 限 公 司 (Incorporated in the Cayman Islands with limited liability) together with HK Electric Investments (Stock Code: 2638) 1. Membership AUDIT COMMITTEE TERMS

More information

Issue date: 25 June 2015. Board of Directors Charter

Issue date: 25 June 2015. Board of Directors Charter Issue date: 25 June 2015 Board of Directors Charter Board of Directors Charter Introduction This is the charter of the Board of Directors of the company specified in item 1 of the Schedule and each of

More information

I1.3 COMPANY LAW. Intermediate Level I1.3 Company Law. Institute of Certified Public Accountants of Rwanda

I1.3 COMPANY LAW. Intermediate Level I1.3 Company Law. Institute of Certified Public Accountants of Rwanda BLANK I1.3 COMPANY LAW Intermediate Level I1.3 Company Law Institute of Certified Public Accountants of Rwanda Examination Format Revision Questions & Solutions Section A: You are required to answer three

More information

APPROVED Sberbank Supervisory Board decision Minutes No. dated September 2014. Sberbank Corporate Secretary Regulations

APPROVED Sberbank Supervisory Board decision Minutes No. dated September 2014. Sberbank Corporate Secretary Regulations APPROVED Sberbank Supervisory Board decision Minutes No. dated September 2014 Sberbank Corporate Secretary Regulations Moscow, 2014 1 TABLE OF CONTENTS 1. GENERAL PROVISIONS 2. QUALIFICATION REQUIREMENTS

More information

MASDAR CITY COMPANIES REGISTRATION REGULATIONS

MASDAR CITY COMPANIES REGISTRATION REGULATIONS MASDAR CITY COMPANIES REGISTRATION REGULATIONS 2009 VERSION 3.0 11 OCTOBER 2016 CONTENTS Clause Page 1. Title... 1 2. Legislative Authority... 1 3. Interpretation... 1 4. Formation of Companies... 1 5.

More information

United Arab Emirates

United Arab Emirates United Arab Emirates Afridi & Angell Amjad Ali Khan BASIC INFORMATION ON THE TYPES OF LIMITED LIABILITY COMPANIES AND ON THE RIGHTS OF SHAREHOLDERS 1. What types of companies enjoy limited liability? If

More information

THE TRUST DEED The Trust Deed

THE TRUST DEED The Trust Deed The Trust Deed is a complex document and the following is a summary only. Investors should refer to the Trust Deed itself to confirm specific information or for a detailed understanding of The Link REIT.

More information

Chapter 5 Winding up. 1392. Circumstances in which company may be wound up by the court. Chapter 6 Restoration. 1393. Restoration by the court.

Chapter 5 Winding up. 1392. Circumstances in which company may be wound up by the court. Chapter 6 Restoration. 1393. Restoration by the court. Chapter 5 Winding up 1392. Circumstances in which company may be wound up by the court. 1393. Restoration by the court. Chapter 6 Restoration Chapter 7 Public offers of securities, prevention of market

More information

BERMUDA MONETARY AUTHORITY CORPORATE SERVICE PROVIDER BUSINESS LICENCE APPLICATION CORPORATE SERVICE PROVIDER BUSINESS ACT 2012 DECEMBER 2012

BERMUDA MONETARY AUTHORITY CORPORATE SERVICE PROVIDER BUSINESS LICENCE APPLICATION CORPORATE SERVICE PROVIDER BUSINESS ACT 2012 DECEMBER 2012 BERMUDA MONETARY AUTHORITY CORPORATE SERVICE PROVIDER BUSINESS LICENCE APPLICATION CORPORATE SERVICE PROVIDER R BUSINESS ACT 2012 DECEMBER 2012 TABLE OF CONTENTS I. GUIDANCE NOTES 3 II. DOCUMENTATION 4

More information

The new Hong Kong Companies Ordinance, Chapter 622 of the Laws of Hong Kong, (the New CO )

The new Hong Kong Companies Ordinance, Chapter 622 of the Laws of Hong Kong, (the New CO ) New Hong Kong Companies Ordinance Introduction The new Hong Kong Companies Ordinance, Chapter 622 of the Laws of Hong Kong, (the New CO ) came into operation on 3 March 2014. The New CO consists of 21

More information

Hong Kong Company Compliance Requirements and Costs

Hong Kong Company Compliance Requirements and Costs Shenzhen Office, China Room 2508, Shenhua Comm. Bldg., 2018 Jiabin Road, Luohu District, Shenzhen Tel: +86 755 8268 4480 Fax: +86 755 8268 4481 Shanghai Office, China Room 1022, Yunsun Tower 2025 Zhongshan

More information

Condensed Test Specifications Florida-Prepared Portion of the General Bar Examination. Business Entities

Condensed Test Specifications Florida-Prepared Portion of the General Bar Examination. Business Entities Condensed Test Specifications Florida-Prepared Portion of the General Bar Examination Business Entities * - Denotes the areas that will be emphasized; the remaining areas will be tested less frequently

More information

THE DUTIES OF A COMPANY SECRETARY

THE DUTIES OF A COMPANY SECRETARY THE DUTIES OF A COMPANY SECRETARY The Duties of a Company Secretary The company secretary s role It is easy to underestimate the role of the company secretary. Whilst not having the range of responsibilities

More information

BERMUDA INVESTMENT FUNDS ACT 2006 2006 : 37

BERMUDA INVESTMENT FUNDS ACT 2006 2006 : 37 QUO FA T A F U E R N T BERMUDA INVESTMENT FUNDS ACT 2006 2006 : 37 TABLE OF CONTENTS 1 2 2A 3 4 5 6 6A 6B 7 8 8A 9 9A 10 Short title and commencement PART I PRELIMINARY Interpretation Interpretation Meaning

More information