Establishing
Mada Media Company PrJSC[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;
Federal Law by Decree No. (36) of 2023 Regulating
Competition;
Federal Law by Decree No. (57) of 2023 Concerning Pensions
and Social Security;
Law No. (17) of 2005 Establishing the Roads and Transport
Authority and its 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 and its
amendments;
Law No. (5) of
2021 Concerning the Dubai International Financial Centre;
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. (22)
of 2009 Concerning Special Development Zones in the Emirate of Dubai;
Decree No. (1) of 2019 Regulating the Establishment of
Companies by Government Entities in the Emirate of Dubai;
Decree No. (6) of 2020 Regulating Advertisements in the
Emirate of Dubai;
Resolution No. (39) of 2021 Concerning the Commissioner
General for the Infrastructure, Urban Planning, and Well-being Pillar;
The Order of 1961 Establishing the Dubai Municipality;
Executive Council Resolution No. (18) of 2013 Approving
Dubai Municipality Fees for Planning Applications and Advertising Billboard
Permits;
The legislation establishing and regulating free zones in
the Emirate of Dubai,
Do
hereby issue this Law.
This Law will be cited as “Law No. (20) of 2024 Establishing Mada
Media Company PrJSC”.
The following words and expressions, wherever mentioned in this
Law, will have the meaning indicated opposite each of them unless the context
implies otherwise:
|
The Emirate of Dubai. |
Emirate: |
|
The Government of Dubai. |
Government: |
|
Decree No. (6) of 2020 Regulating
Advertisements in the Emirate of Dubai. |
Decree: |
|
The Executive Council of the
Emirate of Dubai. |
Executive Council: |
|
The Dubai Municipality. |
DM: |
|
The Roads and Transport Authority. |
RTA: |
|
The Dubai Investment Fund. |
DIF: |
|
The DIF or any entity authorised
by the Government under the legislation in force to exercise the Government's
ownership rights in the Company. |
Government Shareholder: |
|
The Commissioner General for
Infrastructure, Urban Planning, and Well-being Pillar. |
Commissioner General: |
|
Mada Media Company PrJSC,
established pursuant this Law. |
Company: |
|
The articles of association of the
Company. |
Articles of Association: |
|
The Director General of the DM or
the Director General and Chairman of the Board of Executive Directors of the
RTA, each within his own jurisdiction. |
Director General: |
|
The board of directors of the
Company. |
Board of Directors: |
|
The chief executive officer of the
Company. |
CEO: |
|
An announcement made to the public,
or to a segment of the public, to promote a Commodity, a Service, an event,
an industrial or commercial product, a device or machine, an activity, work,
or a project; whether in writing or in the form of drawings, pictures,
sounds, lights, or any other means of expression. This announcement is made
through the use of any Advertising Medium, whether made of wood, metal,
paper, fabric, glass, or any other material used for this purpose. |
Advertisement: |
|
Any fixed or mobile permanent or
temporary medium used for displaying Advertisements, whether a traditional,
electronic, digital, or any other innovative modern medium. This includes
boards, fences, pillars, balloons, vehicles, stickers, maps, leaflets, and
any other medium falling within the jurisdiction of the DM and the RTA
pursuant to the legislation in force; but does not include newspapers,
magazines, periodicals, websites, radio, television, cinema theatres, and
billboards fixed on commercial Establishments. |
Advertising Medium |
|
This includes, without limitation,
building façades and roofs, vacant land, Rights of Way, squares, parks,
public beaches, vehicles, and any other space in which an Advertisement can
be displayed using an Advertising Medium, and which falls within the jurisdiction
of the DM and the RTA in accordance with legislation in force in the Emirate. |
Advertising Space: |
|
Any of the free zones established
in the Emirate, including the Dubai International Financial Centre. |
Free Zone: |
|
Any of the zones governed by
Decree No. (22) of 2009 Concerning Special Development Zones in the Emirate
of Dubai. |
Special Development Zone: |
|
A document issued by the RTA or
the DM in accordance with the provisions of the Decree authorising the
display of an Advertisement at an Advertising Space. |
Permit: |
|
A central electronic platform in
the Emirate that aims at streamlining and regulating procedures for issuing
Permits and for documenting relevant data and information. |
System: |
|
An agreement concluded by the
Commissioner General, on behalf of the RTA and the DM, with the Company,
under which the Company is authorised to perform the functions related to
Advertisements and issuance of Permits, stipulated in the Decree, the
resolutions issued in pursuance thereof, and other legislation in force in
the Emirate, in return for the payment by the Company of the concession fee. |
Concession Agreement: |
a.
A
private joint-stock company named “Mada Media Company PrJSC” is hereby
established. The Company will have legal personality, financial and
administrative autonomy, and the legal capacity required 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.
b.
The
Commissioner
General will supervise the Company in a manner that enables it to achieve its
objectives. The Articles of Association will determine the duties and powers of
the Commissioner General.
The
head office of the Company will be located in the Emirate. Other branches and
offices of the Company may be established within and outside of the Emirate as
determined by the Articles of Association.
a. The RTA and the DM will, under the
Concession Agreement, outsource all or any of their functions related to Advertisements
and issuance of Permits, stipulated in the Decree, the resolutions issued in
pursuance thereof, and other legislation in force in the Emirate, in a manner
that enables the Company to achieve the objectives for which it is established.
b. The RTA and the DM will, in
coordination with the DIF and other Concerned Entities, determine the assets,
property, tangible and intangible rights, obligations, functions, disputes,
claims, guarantees, and undertakings that the RTA and the DM have in respect of
Advertisements under the Decree and that will be transferred to the Company.
These include the right to access and use the System.
c. All the assets, property,
rights, concessions, 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 Concession
Agreement and 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. All the shares of the Company will be
wholly owned by the Government. The Chairman of the Executive Council may
determine the percentage of shares that may be transferred to other parties by
way of subscription.
c. The share capital of the Company will be
transferred from the Government account to the share capital account of the
Company.
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 forty-nine (49) 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 oversee and prepare
Advertising Spaces for use by the establishments and companies holding Permits for the display
of Advertisements, and to enforce the relevant applicable regulating
legislation, including the Decree. For this purpose, the Company will have the
authority to manage, develop, market, and operate Advertising Spaces in
accordance with the Concession Agreement;
2. to create
new advertising opportunities and, where necessary, conduct relevant
feasibility studies, with the aim of enhancing and expanding the Company’s
operations and promoting Advertisements across the Emirate;
3. to
issue Permits to Persons for placing Advertisements in designated Advertising Spaces,
in accordance with the rules prescribed by the RTA and the DM under the
Concession Agreement;
4. to
conduct the studies and research related to Advertisements; and to provide the
Services associated with its functions under this Law and the resolutions
issued in pursuance hereof;
5. to
carry out promotional and Advertisement design activities, media advertising,
and investments in the advertising sector, including digital and emerging
technologies, within Free Zones, Special Development Zones, and outside of the
Emirate, in accordance with the terms set out in the Concession Agreement; and
6. to
achieve any other objectives determined in the Articles of Association.
b.
For
the purposes
of achieving the objectives mentioned in paragraph (a) of this Article, the
Company will have the authority to:
1.
contract with others to achieve its
objectives;
2.
establish companies wholly or
partially owned by it, or directly or indirectly hold shares in other
companies, and form business partnerships, within and outside of the Emirate,
in line with its objectives, assigned functions, the Concession Agreement, and
the applicable legislation;
3.
own, possess, utilise, take lease
of, and lease out land and other real property, vehicles, equipment, and
machinery; and dispose of the same in any legal manner, provided that such
dispositions are relevant to the achievement of the Company’s objectives and
enable it to exercise its functions under this Law, the Articles of
Association, and other legislation in force in the Emirate;
4.
invest and use its property in any
commercial, financial, service, or industrial fields, in alignment with the
Company’s objectives and functions, and the Concession Agreement;
5.
borrow funds in accordance with the
legislation in force in the Emirate; and
6.
perform any other work or activities
related to the achievement of its objectives, as stipulated in the Articles of
Association or as assigned to it by the Director General.
c.
In
performing
its duties and activities under this Law, the Decree, the Articles of
Association, and other legislation in force in the Emirate, the Company must
comply with the above-mentioned Federal Law by Decree No. (36) of 2023 and the
resolutions issued in pursuance thereof.
a.
Without prejudice to the provisions of this
Law and other legislation in force in the Emirate, the Articles of Association
will be approved pursuant to a resolution issued by the Chairman of the
Executive Council. The Articles of Association must determine matters related
to regulating the Company's affairs, particularly the following:
1.
the
share capital of the Company and the procedures for
increasing or reducing it;
2.
the number of shares constituting
the share capital of the Company, and the nominal value of each share;
3.
the procedures for establishing
branches of the Company within or outside of the Emirate;
4.
the formation of the Board of
Directors and its terms of reference;
5.
the issuance and types of shares,
and the rules governing share ownership and trade, and the rights associated
therewith;
6.
the issuance and trading of bonds
and sukuk;
7.
the appointment of the Company
auditors and determination of their functions and obligations;
8.
the Financial Year of the Company;
and
9.
the dissolution and liquidation of
the Company.
b.
The Chairman of the Executive Council
is authorised to amend the Articles of Association of the Company, in case it
remains wholly owned by the Government.
a.
Where
the Company shares are offered for 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 seventy-five percent (75%)
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.
Membership of the Board of Directors will be for a term of three (3) years.
b.
The Articles of Association will
determine the method of formation and reconstitution, and the term of
membership, of subsequent Boards of Directors.
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, where required and for a temporary period, 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, administer its affairs, and perform its functions
under this Law, the Articles of Association, and other legislation in force in
the Emirate. In particular, the Board of Directors will have the authority to:
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 or affiliated to it; or assign or dispose of the same in any
legal manner, subject to the approval of the Government Shareholder and in
accordance with the relevant delegation of authority matrix approved by the
Board of Directors;
7. authorise,
subject to the approval of the Government Shareholder, the Company, and the
companies owned by or affiliated to it, or under its direct control, to perform
any investment or borrowing 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 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)(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 or under the Articles of Association 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
delegation of authority matrix approved by the Board of Directors and the
legislation in force in the Emirate.
a.
Some
of the Employees working for the RTA or the DM 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 (d) of this Article are issued.
b.
Upon
their
transfer to the Company, the period of service of UAE National and non-UAE
National Employees of the RTA and the DM preceding the effective date of this
Law will be deemed uninterrupted and will form part of their service with the
Company.
c.
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 and Federal
Law by Decree No. (57) of 2023.
d.
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.
the fees collected by the Company under the Concession Agreement;
3.
returns on the investment of its movable and
immovable property; its profits; and the profits of the companies owned by or
affiliated to it, or in which it holds shares; and
4.
any
other financial resources approved by the Board of Directors.
All
Government Entities must, upon request, fully cooperate with the Company to
enable it to achieve its objectives and exercise its functions under this Law,
the Articles of Association, other legislation in force in the Emirate, and the
Concession Agreement.
Any affected party may
submit to the Commissioner General a written grievance against any decision,
procedure, or measure taken against him in by the RTA or the DM, in accordance
with the Decree and the resolutions issued in pursuance thereof, within thirty
(30) days from the date of being notified of the contested decision, procedure,
or measure. The grievance will be determined, within thirty (30) days of its
submission, by a committee formed by the Commissioner General for this purpose;
and the decision issued by the committee on the grievance will be final.
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 Advertisements and to which the RTA or
the DM is a party, until these claims and appeals are determined by final
definitive judgements.
Neither
the Government, the Government Shareholder, the Commissioner General, the RTA,
the DM, nor the DIF 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, and other legislation
in force in the Emirate. The Company will be solely liable for such debts and
obligations.
a. With the exception of
the resolutions which the Chairman of the Executive Council is exclusively
authorised to issue under this Law, the Commissioner General will issue the
resolutions required for implementing the provisions of this Law.
b. The chairman of the Board of
Directors will, subject to the approval of the Board of Directors, issue the
regulatory resolutions required for managing the Company in accordance with its
functions and powers under this Law, the resolutions issued in pursuance
hereof, and other legislation in force in the Emirate.
a.
Any
provision in any other legislation is hereby repealed to the extent that it
contradicts the provisions of this Law.
b.
The
Decree
and the resolutions issued in pursuance thereof will continue in force, to the
extent that they do not contradict 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 4 September 2024
Corresponding to 1 Rabi al-Awwal 1446 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.