Law
No. (30) of 2023
Establishing
Parkin Company[1]
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We,
Mohammed bin Rashid Al Maktoum, Ruler of Dubai,
After perusal of:
Federal Law No. (7) of 1999 Issuing the Pensions and Social Security Law
and its amendments;
Federal Law by Decree No. (32) of 2021 Concerning Commercial Companies;
Federal Law by Decree No. (33) of 2021 Regulating Labour Relations, its
amendments, and its Implementing Bylaw;
Law No. (5) of 1995 Establishing the Department of Finance;
Law No. (17) of 2005 Establishing the Roads and Transport Authority and
its amendments;
Law No. (1) of 2016 Concerning the Financial Regulations of the
Government of Dubai, its Implementing Bylaw, and their amendments;
Law No. (8) of 2016 Regulating the Grant of Law Enforcement Capacity in
the Government of Dubai and its Implementing Bylaw;
Law No. (8) of 2018 Concerning Management of the Government of Dubai
Human Resources;
Law No. (25) of 2023 Establishing the Dubai Investment Fund;
Law No. (26) of 2023 Concerning the Executive Council of the Emirate of
Dubai;
Decree No. (1) of 2019 Regulating the Establishment of Companies by
Government Entities in the Emirate of Dubai;
Executive Council Resolution No. (5) of 2016 Regulating Car Parks in the
Emirate of Dubai, its Implementing Bylaw, and their amendments; and
Executive Council
Resolution No. (23) of 2020 Prescribing the Rules, Conditions, and Procedures
Governing the Establishment of Companies by Government Entities in the Emirate
of Dubai,
Do hereby issue this Law.
This Law will be cited as “Law No. (30) of 2023
Establishing Parkin Company”.
The following words and expressions, wherever mentioned
in this Law, will have the meaning indicated opposite each of them unless the
context implies otherwise:
|
Emirate: |
The Emirate of Dubai. |
|
Government: |
The Government of Dubai. |
|
Executive
Council: |
The Executive Council of the Emirate of
Dubai. |
|
Resolution: |
Executive Council Resolution No. (5) of 2016
Regulating Car Parks in the Emirate of Dubai, its Implementing Bylaw, and
their amendments. |
|
RTA: |
The Roads and Transport Authority. |
|
TRA |
The Traffic and Roads Agency of the RTA. |
|
Director
General: |
The director general and chairman of the
Board of Executive Directors of the RTA. |
|
Government
Entity: |
Any of the Government departments, public
agencies or corporations, Government councils or authorities, or other public
entities affiliated to the Government. |
|
Company: |
Parkin Company PJSC, established pursuant
this Law. |
|
Articles
of Association: |
The articles of association of the Company. |
|
Board
of Directors: |
The board of directors of the Company. |
|
CEO: |
The chief executive officer of the Company. |
|
Public
Car Park: |
An area within the Emirate supervised by the
RTA and designated pursuant to planning and construction legislation for
Vehicles to park in whether for a fee or free of charge. This includes
on-street car parks, off-street car parks, and multi-storey car parks. |
|
Private
Car Park: |
An area
that may be used pursuant to planning and construction legislation as a
private car park, and that the TRA authorises, in accordance with the
Resolution, a person or entity to use for this purpose whether with or
without consideration. |
A public joint-stock company named “Parkin
Company PJSC” is hereby established. The Company will have legal personality,
financial and administrative autonomy, and the legal capacity to conduct its
activities and achieve its objectives, in accordance with this Law, the
Articles of Association, and other legislation in force in the Emirate.
The head office of the Company will be located
in the Emirate. Other branches and offices of the Company may be established
within or outside of the Emirate as determined in the Articles of Association.
a.
The RTA will, under a franchise agreement to be concluded between the
RTA and the Company, outsource all or any of its functions in respect of Public Car Parks, Private Car Parks, and
issuing the relevant Permits stipulated in the Resolution and other legislation
in force in the Emirate, in a manner that enables the Company to achieve the
objectives for which it is established. The franchise agreement will state its
term and the rights and obligations of both parties.
b.
The RTA may authorise the Company to transfer the franchise granted to it under paragraph (a)
of this Article to third parties, in accordance with the conditions and rules
prescribed by the RTA in this respect.
c.
The RTA will, in coordination with the Department of Finance, determine
the rights, assets, property, tangible and intangible assets, privileges,
obligations, guarantees, and undertakings of the RTA that will be transferred
to the Company.
d.
All the aforementioned assets, property, rights, privileges,
obligations, guarantees, and undertakings will be transferred to, and
registered in the name of, the Company or any company owned by or affiliated to
it, in accordance with the legislation in force in the Emirate. The concerned
Government Entities must, upon the request of the Company, take the necessary
action to complete the transfer and registration process.
a.
The issued and paid-up share capital of the Company will be specified in
the Articles of Association.
b.
The share capital of the Company will be transferred from the Government
account to the share capital account of the Company.
c.
All the shares of the Company will be wholly owned by the Government.
The Executive Council may determine the percentage of shares that may be
transferred to other parties through Public Subscription or private
subscription.
d.
The liability of the Company will be limited to its paid-up capital. The
liability of shareholders will be limited to the nominal value of the shares
they own.
The term of the Company is ninety-nine (99)
years commencing from the date of its registration on the commercial register
in accordance with the legislation in force in the Emirate. This term will be
automatically renewed for the same period in accordance with the provisions of
the Articles of Association.
a.
The Company will have the following objectives:
1.
to establish, plan, design, develop, manage, and supervise Public Car
Parks; and implement the legislation regulating them, including the Resolution,
in accordance with the franchise agreement concluded with the RTA;
2.
to issue Persons with Public Car Park Permits and allow them to use, operate, and reserve Public Car
Parks, in accordance with the rules prescribed by the RTA under the franchise agreement concluded with the
Company;
3.
to manage, establish, develop, and design Private Car Parks; invest in
these car parks and in commercial activities related to them; and conclude contracts with the competent
entities in respect of these car parks within and outside of the Emirate, in
accordance with the legislation in force;
4.
to conduct studies and research related to Public Car Parks and Private
Car Parks, and provide consultation and advisory services in respect
thereof; and
5.
to achieve any other objectives determined in the Articles of
Association.
b.
For the purpose of achieving the objectives mentioned in paragraph (a)
of this Article, the Company may:
1.
contract with others to achieve its objectives;
2.
establish companies wholly or partially owned by it, or directly or
indirectly hold shares in any companies related to its objectives within or
outside of the Emirate;
3.
own, possess, use, take lease of, lease out, and dispose in any legal
manner of, land and other real property, Vehicles, equipment, and machinery as
required to achieve its objectives and enable it to perform its functions under this Law, the Articles
of Association, the Resolution, and other legislation in force in the Emirate;
4.
invest and use its property in any commercial, financial, service, or
industrial fields;
5.
borrow funds in accordance with the legislation in force in the Emirate;
6.
grant rights of usufruct and any other real rights on the assets and
property owned by the Company to any entity or company engaged in the
field of work of the
Company;
7.
collect fees and fines in accordance with the Resolution and other
legislation in force in the Emirate; and use any electronic or digital tools or
systems for that purpose; and
8.
perform any other work or activities related to the achievement of its
objectives, as stipulated in the Articles of Association.
a.
Without prejudice to the provisions of this Law and other legislation in
force in the Emirate, the Chairman of the Executive Council will approve the
Articles of Association. The Articles of Association must determine all matters
related to regulating the Company affairs, particularly the following:
1.
the procedures for increasing or reducing the share capital of the
Company;
2.
the number of shares constituting the share capital of the Company, and
the nominal value of each share;
3.
the procedures for obtaining loans from banking and financial
institutions;
4.
the revenues of the Company;
5.
the formation of the general assembly of the Company, and determination
of its functions;
6.
the budget and Financial Year of the Company;
7.
the procedures for distributing profits and losses;
8.
the procedures for establishing branches of the Company within or
outside of the Emirate;
9.
the formation of the Board of Directors and its terms of reference;
10. the disposition of the Company assets and management of its property
and revenues;
11. the issuance and types of shares, and the
rules for ownership and trade of shares and their related rights;
12. the issuance and trade of bonds and sukuk;
13. the appointment of the Company auditors and
determination of their functions and obligations;
14. the Financial Year of the Company; and
15. the dissolution and liquidation of the
Company.
b.
The Chairman of the Executive Council will be authorised to amend the
Articles of Association of the Company, provided that it remains wholly owned
by the Government. Where the shares of the Company are offered for subscription
and acquired by subscribers, the general assembly of the Company will be
authorised to amend the Articles of Association.
a.
Where the shares of the Company are offered for Public Subscription or
private subscription, natural and legal persons may acquire shares in the
Company. Subscription will be made in accordance with the legislation in force
in the Emirate.
b.
Where the shares of the Company are offered for subscription, the
Government must retain the ownership of at least sixty percent (60%) of the
share capital of the Company.
a.
The Company will have a Board of Directors, comprised of a chairman, a
vice chairman, and a number of members. The first Board of Directors of the
Company will be appointed pursuant to a resolution of the Chairman of the
Executive Council. The term of membership in the Board of Directors will be (3)
three years.
b.
The Articles of Association will determine the method of formation and
reconstitution, and the term of membership, of subsequent Boards of Directors.
The formation of Boards of Directors must reflect ownership rights in the
Company.
c.
The Company will have a CEO, who will be appointed, and may be
dismissed, pursuant to a resolution of the Board of Directors. The CEO will
undertake direct supervision of the Company; perform his functions under the
Articles of Association; and exercise the duties and powers assigned or
delegated to him by the Board of Directors.
d.
The Board of Directors may assign any of its members as a managing
director to undertake direct supervision of the management of the Company, and
to perform the duties of the CEO.
a.
The Board of Directors will undertake general supervision of the
Company, manage its affairs, and perform the Board of Directors’ functions under this Law, the Articles of
Association, and other legislation in force in the Emirate. In particular, the
Board of Directors will:
1.
approve, and follow up the implementation of, the strategic plans and
policies of the Company;
2.
supervise the achievement by the Company of its objectives;
3.
issue the financial, administrative, technical, and procurement bylaws
of the Company and manage its assets;
4.
approve the organisational structure of the Company;
5.
approve the contracts and agreements concluded by the Company, including
loan, financing, mortgage, settlement, and arbitration agreements;
6.
divide, assign, transfer, amalgamate, merge, sell, and mortgage or
pledge any of the property or assets of the Company, or the property or assets
of any of the companies
owned by it, or affiliated to it; or assign or dispose of the same in any legal
manner, in accordance with the relevant delegation of authority matrix approved
by the Board of Directors;
7.
authorise the Company, and the companies owned by it or affiliated to
it, to perform any investment, borrowing, or lending transactions; to provide
guarantees and security; or to issue bonds, sukuk, or any other Debt
Instruments, in accordance with the legislation in force in the Emirate;
8.
acquire or merge companies and establishments and determine the
acquisition value;
9.
form permanent and temporary committees and work teams, and determine
their duties and powers; and
10. perform any other duties or powers
stipulated in the Articles of Association and the legislation in force in the
Emirate, or required to
enable the Company to achieve its objectives.
b.
Except for the powers vested in it under sub-paragraphs (a)(5), (a)(6),
(a)(7), and (a)(8) of this Article, the Board of Directors may delegate any of
its powers under paragraph (a) of this Article to its chairman, to any of its
members, to any committees it forms, or to the CEO, provided that such
delegation is specific, in writing, and consistent with the provisions of the legislation in force in the Emirate.
a.
Some of the Employees working for the RTA on the effective date of this
Law may be transferred to the Company without prejudice to their existing
rights. These Employees will be nominated pursuant to the relevant resolution
issued by the Director General. They will be governed by the above-mentioned
Law No. (8) of 2018 until the human resources regulations referred to in
paragraph (c) of this Article are issued.
b.
Upon their transfer to the Company, the period of service of UAE
National RTA Employees preceding the effective date of this Law will be deemed
uninterrupted and will form part of their service with the Company. The Company
will be deemed as a Government Sector Employer for the purpose of calculating the
retirement pension benefits or end-of-service gratuity of these Employees in
accordance with the above-mentioned Federal Law No. (7) of 1999.
c.
Subject to the legislation in force in the Emirate, the employees of the
Company will be governed by the human resource regulations adopted by the Board
of Directors.
The financial resources of the Company will
consist of:
1.
revenues generated by the Company from conducting its activities;
2.
proceeds from its movable and immovable property;
3.
returns on the investment of its property; its profits; and the profits
of the companies owned by it, affiliated to it, or in which it holds shares;
and
4.
any other financial resources approved by the Board of Directors.
a.
The employees of the Company nominated pursuant to a resolution of the
Director General will have the capacity of Law Enforcement Officers to record
the acts committed in breach of the provisions of the Resolution, the
resolutions issued in pursuance thereof, and other legislation that the Company
is assigned to enforce under the franchise agreement concluded with the RTA. In this capacity, they may issue the necessary
violation reports; and, where necessary, seek the assistance of police
personnel.
b.
The law enforcement capacity, referred to in paragraph (a) of this
Article, will be granted in accordance with the provisions of the
above-mentioned Law No. (8) of 2016 and the resolutions issued in pursuance
thereof.
All Government Entities must, upon request,
fully cooperate with the Company to enable it to achieve its objectives and
perform its functions under this Law, the Articles of Association, the
Resolution, and other legislation in force in the Emirate.
Without the need for any further action as a
result of the establishment of the Company under this Law, courts of all types
and levels will continue to consider the claims and appeals that are related to
the management of Public Car Parks and Private Car Parks and to which the RTA
is a party, until these claims and appeals are determined by final definitive
judgements.
Neither the Government nor the RTA will be liable
to third parties for any debts, or financial or legal obligations, arising from
the conduct by the Company of its business and activities or the provision of
its services, or from exercising its duties and powers under this Law, the
Articles of Association, the Resolution, and other legislation in force in the
Emirate. The Company will be solely liable for such debts and obligations.
Except for the resolutions which the Chairman
of the Executive Council is exclusively authorised to issue under this Law, the
chairman of the Board of Directors will issue the resolutions required for
implementing the provisions of this Law subject to approval of the same by the
Board of Directors.
Any provision in any other legislation is
hereby 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 29 December 2023
Corresponding to
16 Jumada al-Thaniyah 1445 A.H.
©2024 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.