Foreign Ownership and Investment Rule Update

Wednesday, November 25, 2020

Introduction

On 23 November 2020, Sheikh Khalifa bin Zayed Al Nahyan, President of the United Arab Emirates (UAE), issued a decree overhauling the principles regarding overseas possession of firms within the UAE (the Decree) by introducing vital amendments to the UAE Business Corporations Regulation No. 2 of 2015 (the Corporations Regulation). This comes as a part of the UAE authorities’s efforts to draw overseas buyers and increase the nation’s financial system.

What Modified?

Though an official copy of the Decree has not but been printed, we listing beneath a couple of key modifications that the Decree introduces:

The Decree removes the requirement below the Corporations Regulation to have a UAE shareholder holding a minimum of 51 % of an organization’s issued share capital i.e., overseas nationals/firms can doubtlessly come clean with 100 % of an onshore firm’s issued share capital;

A overseas mother or father firm could not must appoint a UAE nationwide agent for its onshore department as beforehand required by the Corporations Regulation; and

The Decree repeals UAE Federal Regulation No. 19 of 2018 on Overseas Direct Funding, which beforehand allowed overseas buyers to come clean with 100 % of an onshore firm’s issued share capital solely in sure industries/sectors and topic to sure situations.

We perceive that the Decree additionally grants the native authorities sure powers to set situations and necessities for onshore firms which can be both wholly owned or majority owned by overseas buyers. These could embody, with out limitation, setting minimal percentages for UAE possession for onshore firms in sure sectors or industries, setting minimal share capital necessities, and allocating situations in relation to the composition of an onshore firm’s board of administrators.

The Decree additionally introduces modifications that relate to the possession and operation of public joint inventory firms, issuing in-kind shares, and rising or lowering the share capital of onshore public firms.

You will need to be aware that the main points of the modifications launched by the Decree usually are not obtainable, because the official textual content of the Decree has not but been printed.

Extra Factors to Think about

It’s our understanding that the modifications regarding overseas possession and funding are anticipated to take impact six months after the Decree is printed within the UAE’s Official Gazette.

On the date of this text, Dubai Financial system (the involved licensing authority within the Emirate of Dubai) knowledgeable us that they haven’t but obtained official communication in respect of the Decree, so it’s unclear at this stage how the Decree will likely be carried out in observe within the Emirate of Dubai.

Along with the Decree, we anticipate additional laws and steering to be issued on a Federal and Emirate degree offering additional particulars on the implementation of the Decree, which ought to hopefully shed extra gentle on the sensible elements of the modifications in addition to their impression (e.g., on the subject of current relationships between overseas and UAE shareholders of onshore firms).

We’ll proceed to observe this key improvement and can situation additional updates as and when extra official data turns into obtainable.