Concerning the Dubai Holding Company[1]
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We, Mohammed bin Rashid Al Maktoum, Ruler of Dubai,
After perusal of:
Federal Law by Decree
No. (32) of 2021 Concerning Commercial Companies;
Federal Law by Decree
No. (33) of 2021 Regulating Labour Relations and its amendments;
Law No. (1) of 2016
Concerning the Financial Regulations of the Government of Dubai and its
Implementing Bylaw and its amendments;
Law No. (8) of 2022
Regulating the Public Debt of the Government of Dubai;
Decree No. (24) of 2007
Forming the Supreme Fiscal Committee in the Emirate of Dubai and its
amendments;
Resolution No. (3) of
2022 Concerning Representation of the Government of Dubai in the Companies it
Owns;
Executive Council
Resolution No. (30) of 2013 Approving the Fees of the Land Department;
The redrafted Memorandum
of Association of the Dubai Holding Company LLC, registered
and attested by the Notary Public on 20 November 2019;
The Articles of
Association of DH 1 FZ LLC, registered by the Dubai Development Authority
on 7 November 2017; and
The resolution of the
shareholders of the Dubai Holding Company LLC appointing
its chairman, issued on
20 November 2019,
Do hereby issue this
Law.
The following words and expressions, wherever
mentioned in this Law, will have the meaning indicated opposite each of them
unless the context implies otherwise:
|
UAE: |
The United Arab Emirates. |
|
Emirate: |
The Emirate of Dubai. |
|
Ruler: |
His Highness the Ruler of Dubai. |
|
Government: |
The Government of Dubai. |
|
SFC: |
The Supreme Fiscal Committee in the Emirate
of Dubai. |
|
Company |
Dubai Holding Company LLC. |
|
Second Shareholder: |
DH 1 FZ LLC established and regulated in
accordance with the legislation applicable to the Dubai Development Authority, and its
Articles of Association registered on 7 November 2017. |
|
Articles of Association: |
The articles of association of the Company and
any amendments thereto made from time to time. |
|
Memorandum of Association: |
The memorandum of association of the Company registered and attested by the Notary Public on 20 November 2019. |
|
Company Documents: |
The documents regulating and governing the Company,
including the Articles of Association and any power of attorney, authorisation,
or resolution issued by the Company owners prior to the effective date of this
Law. |
|
Chairman: |
The chairman of the Company, and representative of
shareholders, appointed by the Ruler. |
|
Director General: |
The director general of the Company. |
a.
The
provisions of this Law apply to the Dubai Holding Company regulated by the
Memorandum of Association and the Company Documents, as a limited liability company
having legal personality and financial and administrative autonomy and the full
legal capacity to conduct its activities and achieve its objectives in
accordance with the provisions of this Law, the
Company Documents, and
the legislation in force in the Emirate. The Company
is hereby owned by the
Government.
b.
The ownership of the Company, or any of its shares, by the
Government may in no way be construed to denote that the Company, or any of the companies owned by,
affiliated to, or spun out of the Company, is a Government Entity in the
Emirate. The Company will continue to have the legal form of a
commercial company governed by the above-mentioned Federal Law by Decree No.
(32) of 2021, or any superseding legislation, and by any
other legislation that applies to commercial companies in the UAE.
c.
The
Company, or any of the companies owned by, affiliated to, or spun out of the Company, will not be governed by the legislation applicable to Government
Entities in the Emirate unless otherwise stipulated under specific provisions in such
legislation.
a.
The
issued and paid-up share capital of the Company will be specified in the Articles
of Association.
b.
Ninety-nine
percent (99%) of the Company shares will be fully owned by the Government, whereas one percent (1%) of these shares will be owned by the Second Shareholder, which will be
fully owned by the Government after the effective date of this Law.
c.
Subject
to the provisions of Article (8) of this Law, the liability of the Company will be
limited to its paid-up capital. The liability of shareholders will be limited
to the percentage of shares they own.
a.
Without
prejudice to the provisions of this Law and other legislation in force in the
Emirate, the Articles of Association, or any amendment thereto, will be
approved by the Chairman of the SFC in his capacity as the legal representative
of the Government in respect of its ownership rights in the Company.
b.
Where
a new Chairman is appointed to the SFC, the powers to represent the Government
in respect of its ownership rights in the Company, and approval of the Articles of Association or any amendment
thereto, will be transferred to the new Chairman.
c.
For
the purposes of this Law, the Memorandum of Association is hereby deemed as the initial Articles
of Association of the Company. However, the Articles of Association must be
amended to ensure compliance of their provisions with this Law and other legislation
in force in the Emirate.
a. The Chairman of the Company
appointed pursuant to the resolution issued by the shareholders on 20 November
2019 will continue to perform his duties until a new Chairman is appointed pursuant to a
decree of the Ruler.
b. The Chairman will undertake general
supervision of the Company and management of its affairs, and will
perform his functions pursuant to the Company Documents and the legislation in
force in the Emirate.
c. A Director
General will be appointed to the Company pursuant to a resolution of the Chairman, and his
functions and powers will be determined under the Company Documents. The current Director
General appointed before the effective date of this Law will continue to
perform his duties until the new Director General is appointed by the Chairman.
d. The Chairman may delegate any of his
powers under the Company Documents to the Director General or to any
other persons from within or outside the Company,
who in turn may delegate any of these
powers to other persons, provided that such delegation is specific and
in writing.
The
employees of the Company, and of any of the
companies owned by, affiliated to, or spun out
of the Company, will be
governed by the above-mentioned Federal Law by Decree No. (33) of 2021, the
resolutions issued in pursuance thereof, and any other superseding legislation,
as well as the legislation applicable to the employees of the private sector in
the UAE, unless the Company, or any of the companies owned by, affiliated
to, or spun out of it, are exempted from compliance with the aforementioned
legislation or are subjected to any other legislation under specific legislative provisions.
Without the need for any further action as a
result of the Government ownership rights in the Company, courts, tribunals, and arbitration
centres of all types and levels will continue to consider the applications,
claims, and appeals to which the Company, or any of the companies owned by,
affiliated to, or spun out of it, is a party until these applications,
claims, or appeals are determined by final definitive judgements.
Without prejudice to the provisions of paragraph
(c) of Article (3) hereof, the Government will not be liable to third parties
for any debts or obligations arising from the conduct by the Company of its
activities. The Company will be solely liable for such debts or obligations.
For the purpose of registering the Government
ownership rights in the
Company and its real property, the Company and the companies owned by,
affiliated to, or spun out of it are hereby exempted from payment of the
Fees payable to the Land Department under the above-mentioned Executive Council
Resolution No. (30) of 2013 for registration of the real property of the Company in
its name with the Land Department.
The Company Documents governing
it before the effective
date of this Law will continue to be valid and in force as if issued in
accordance with the provisions of this Law.
Any provision in any other legislation will be
repealed to the extent that it contradicts the provisions of this Law.
This Law comes into force on the day on which
it is issued, and will be published in the Official Gazette.
Mohammed bin Rashid Al Maktoum
Ruler of Dubai
Issued in Dubai on 8 January 2023
Corresponding to 15 Jumada al-Thaniyah 1444 A.H.
©2023 The Supreme Legislation Committee in the
Emirate of Dubai
[1]Every effort has been made to produce an
accurate and complete English version of this legislation. However, for the
purpose of its interpretation and application, reference must be made to the
original Arabic text. In case of conflict, the Arabic text will prevail.