Law No. (21) of 2023
Concerning the Dubai Taxi 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. (3) of
2003 Establishing the Executive Council of the Emirate of Dubai;
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;
Decree No. (1) of
2019 Regulating the Establishment of Companies by Government Entities in the
Emirate of Dubai;
Resolution No.
(3) of 2022 Concerning Representation of the Government of Dubai in the
Companies it Owns;
Regulation No.
(2) of 2008 Regulating School Transport in the Emirate of Dubai, its
Implementing Bylaw, and their amendments;
Executive Council
Resolution No. (6) of 2016 Regulating Passenger Transport by Cars in the
Emirate of Dubai, its Implementing Bylaw, and their amendments;
Executive Council
Resolution No. (48) of 2016 Concerning the Dubai Taxi Corporation; and
Do hereby issue
this Law.
This Law will be cited as “Law No. (21) of 2023 Concerning the Dubai
Taxi 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:
|
UAE: |
The United Arab
Emirates. |
|
Emirate: |
The Emirate of Dubai. |
|
Government: |
The Government of
Dubai. |
|
Executive Council: |
The Executive Council
of the Emirate of Dubai. |
|
RTA: |
The Roads and
Transport Authority. |
|
DTC: |
The Dubai Taxi
Corporation regulated by the above-mentioned Executive Council Resolution No.
(48) of 2016. |
|
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: |
The Dubai Taxi
Company PJSC. |
|
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. |
|
Vehicle: |
Any motorised
machine, pedal cycle, motorcycle, carriage, or other machine designed to run
on Roads and used for Specialised Transport, whether mechanically propelled
or otherwise. This includes tractors. |
|
Specialised
Transport: |
The transport of
goods or individuals by Vehicles on scheduled or unscheduled trips within and
outside of the UAE. This does not include public transport. |
a.
The legal form of the DTC is hereby changed into a public joint stock
company named the “Dubai Taxi Company PJSC”. 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.
b.
The name “Dubai Taxi Corporation”, wherever mentioned in any legislation
in force in the Emirate, is hereby replaced by the name “Dubai Taxi Company
PJSC”.
a. The Company hereby
succeeds the DTC for the purposes of all legislation in force in the Emirate,
and will exercise all the functions of the DTC under that legislation.
b. All the rights, assets,
property, tangible and intangible assets, privileges, obligations, guarantees, and undertakings of the
DTC, within and outside of the Emirate, are hereby transferred to the Company.
The Company must coordinate with the Department of Finance in this respect.
c. All the assets, rights,
and obligations to be transferred to the Company will be conveyed to, and
registered in the name of, the Company or any company owned 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.
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 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 Executive Council may determine the percentage of shares that may be
transferred to other parties through Public Subscription or private
subscription.
c.
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 conduct the
Specialised Transport activity, in accordance with the legislation in force in the Emirate, using
taxicabs whether they are hailed from roadside or booked through phone calls,
electronic media, or smart applications;
2.
to conduct the Specialised Transport activity using Autonomous Vehicles
and aerial Vehicles within or outside of the Emirate, in accordance with the
legislation in force;
3.
to rent out Vehicles with or without a driver, and provide driver
sourcing, supply, and outsourcing services;
4.
to conduct the necessary studies and research related to the objectives
of the Company, and provide Specialised Transport consultancy services;
5.
to develop, manage, and operate systems for Vehicle rental, transport by
taxicabs, school transport, and Specialised
Transport, in accordance with the legislation in force in the Emirate;
6.
conduct the activity of renting out motorcycles to goods transport
companies;
7.
to conduct the activity of Vehicle maintenance; and establish, own, and
take lease of, garages as required for the maintenance and repair of the
Company’s Vehicles;
8.
to establish the petrol stations or electric charging stations required
for refuelling or recharging the Company’s Vehicles, in accordance with the
legislation in force in the Emirate;
9.
to conduct technical
inspection of the Company’s Vehicles, in accordance with the legislation in force
in the Emirate; and
10.
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 will:
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, utilise, 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 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;
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 other company engaged in
Specialised Transport in the Emirate; and
7.
perform any other work or activities related to the achievement of its
objectives, as stipulated in the Articles of Association.
a.
The Company will conduct the activity of Passenger transport to the
destinations and in the areas specified by the legislation in force in the
Emirate or determined pursuant to a resolution of the Chairman of the Executive
Council.
b.
The Company may outsource the provision of Passenger transport
services pursuant to a
contract concluded by it with any other companies or corporations that wish
to provide these services. This contract will state
its term and the rights and obligations of both parties.
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 disposal 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 will be formed 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. 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 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.
propose charges for the services provided by the Company, and submit the
same to the RTA for approval;
6.
approve the contracts and agreements concluded by the Company, including
loan, financing, mortgage, settlement, and arbitration agreements;
7.
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, in
accordance with the relevant delegation of authority matrix approved by the
Board of Directors;
8.
authorise the Company, and the companies owned by 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;
9.
acquire or merge companies and establishments and determine the
acquisition value;
10.
form permanent and temporary committees and work teams, and determine
their duties and powers; and
11.
exercise 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)(6), (a)(7),
(a)(8), and (a)(9) 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 of the committees it forms, or to the CEO, provided that such
delegation is specific, in writing, and consistent with the legislation in
force in the Emirate.
a. Some of the employees
working for the DTC 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 human resources regulations adopted by the DTC,
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 the UAE national employees of the DTC
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 of the movable and immovable
property of the Company;
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.
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, and other legislation in force
in the Emirate.
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, and other legislation in force
in the Emirate. The Company will be solely liable for such debts and
obligations.
Without the need for any further action as
a result of the change of the DTC legal form pursuant
to this Law, courts of all types and levels will continue to consider the
claims and appeals to which the
DTC is a party,
until these claims or appeals are determined by final definitive judgements.
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, subject to the approval of
the Board of Directors, issue the resolutions required for implementing the
provisions of this Law.
a. The above-mentioned
Executive Council Resolution No. (48) of 2016 is hereby repealed. Any provision
in any other legislation is also hereby repealed to the extent that it
contradicts the provisions of this Law.
b. The resolutions,
bylaws, and instructions issued in implementation of the above-mentioned
Executive Council Resolution No. (48) of 2016 will continue in force to the
extent that they do not contradict this Law, until new superseding resolutions,
bylaws, and instructions are issued.
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 9 November 2023
Corresponding to 25 Rabi al-Thani 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.