UNDER THE DMCCA COMPANY REGULATIONS 2020 IT IS MANDATORY
MANDATORY ADOPTION OF COMPANY SECRETARY FOR DMCC MEMBER COMPANIES
Under the DMCCA Company Regulations 2020 it is mandatory that DMCC companies must adopt the new office structure whereby the appointment of a Legal Representative is no longer allowed for any DMCC Member Entity, and a Secretary must be appointed.
The deadline to comply with the above has now been extended to 31 March 2022 with no service fees until this date only and the failure to comply with the new regulation will result in sanctions against the company.
A Company must have a Secretary but not mandatory that a Branch appoints a Secretary. Secretary is responsible for filing all documents in accordance with the requirements set out in the Company Regulations and as may be set out in the Articles.
The duties of a Secretary are set out in the Officer Rules.
APPOINTMENT AND REMOVAL OF SECRETARY
•The Directors (in case of Companies) or the directors of the Branch Parent (in case Branches) by Resolution appoint the Secretary.
A Secretary holds its position until: Incapacitation or death, Resignation from the position, or
•Removal by resolution of the Directors (in case of Companies) or the directors of the Branch Parent (in case of Branches)
•Any change to a Secretary of a DMCC Entity must be notified to the Registrar within fourteen (14) Business Days of the change.
•If a Secretary ceases to fulfil the criteria set out by the Company Regulation, the Director (in the case of a company) or the directors of the Branch Parent (in the case of a Branch) must promptly (and, in any event, within ten (10) Business Days of the date when the Secretary cased to fulfil the criteria set out in the Regulation) remove such Secretary from office and, in case of a Company, must appoint a new Secretary.
DISQUALIFICATION OF A SECRETARY
•A Secretary may be removed due to a disqualification pursuant to Regulation 57 of the Company Regulations.
•DMCCA will decide the length of time for which the disqualification applies. However, a period of disqualification cannot be longer than fifteen (15) years.
•A person must not act as a Secretary if such person has been disqualified from acting as a Manager by the DMCCA pursuant to Regulation 57 of the Company Regulations.
BUSINESS RULES AND VALIDATIONS
•The Branch and Company’s license must be valid at the time of submission of the application and until process is completed. The application will be put on hold if the license expires during the process.
•A dormant Company, who has voluntarily suspended its license, cannot appoint a new Manager when the Company is in dormant state unless Company submits an application for re-instatement of the dormant License.
•There should not be any account sanction. Please see Schedule 1 for list of sanctions.
•A non- objection certificate from competent regulatory authority is required in case the Company carries out a regulated activity.
•It is mandatory for a Company to have at least one Director, a Manager and a Secretary.
•Existing DMCC Companies without a Secretary appointed, should comply with this new Rule of appointing a Secretary.
•Appointment of DMCC Entity Officers is limited to natural persons only.
HOW EXCELLENCE CAN HELP?
Excellence is one of the leading Consultancy firms in DMCC, Dubai that can take care of all the needs of the companies in connection with the appointment and removal of secretary in Dubai, UAE. Excellence’s highly qualified experts can help the companies in assessing whether they are subject to the regulations. Excellence can advise companies with effective solutions to comply with the regulations. We can also assist the business in preparing the documents and the report to be submitted to the concerned DMCC Authority. Please contact us to find out more.
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Read MoreIn a digital-first economic landscape, countries with a first-mover advantage are rapidly becoming global innovation hubs. The UAE’s implementation for mandatory e-invoicing is one of the steps in that direction. In a bid to help businesses prepare better, the Federal Tax Authority recently announced the extension to the deadline for appointing an Accredited Service Provider (ASP) from 1st July to 30th October, 2026. This extension will enable businesses that are still assessing the regulatory requirements to lay the
necessary groundwork before implementing the system in their operations, while ensuring all compliance obligations are met. While offering flexibility, this also presents an opportunity for owners to closely monitor the systems and controls before the mandatory rollout comes into effect. E-invoicing is steadily reshaping how enterprises operate in the UAE, moving invoicing beyond PDFs, scans, and email-based exchanges.
Under the new framework, invoices will now be generated in XML format, enabling standardised data exchange and direct reporting to the FTA.
The new framework will do more than just improve efficiency and transparency with a seamless exchange of invoicing data, but etch a new chapter in how compliance will look in a digital tax ecosystem.
In a digital-first economic landscape, countries with a first-mover advantage are rapidly becoming global innovation hubs. The UAE’s implementation for mandatory e-invoicing is one of the steps in that direction. In a bid to help businesses prepare better, the Federal Tax Authority recently announced the extension to the deadline for appointing an Accredited Service Provider (ASP) from 1st July to 30th October, 2026. This extension will enable businesses that are still assessing the regulatory requirements to lay the necessary groundwork before implementing the system in their operations, while ensuring all compliance obligations are met. While offering flexibility, this also presents an opportunity for owners to closely monitor the systems and controls before the mandatory rollout comes into effect. E-invoicing is steadily reshaping how enterprises operate in the UAE, moving invoicing beyond PDFs, scans, and email-based exchanges.
Under the new framework, invoices will now be generated in XML format, enabling standardised data exchange and direct reporting to the FTA.
The new framework will do more than just improve efficiency and transparency with a seamless exchange of invoicing data, but etch a new chapter in how compliance will look in a digital tax ecosystem.
E-Invoicing in the UAE
Why This Extension Matters
With the mandatory rollout to come into force from January 2027, the extension does not alter the UAE’s broader e-invoicing timeline. The initial rollout will see businesses generating annual revenues above AED 50 million, leading the transition with smaller enterprises gradually brought in through subsequent phases.
This preparation window showcases the consideration and planning that is required ahead of the rollout. As the system pivots towards e-invoicing, it becomes more than just the exchange of data. It comes down to how businesses manage the data, the reporting process in place, and if they are in sync with the compliance requirements.
Enterprises in Dubai and other emirates are turning their attention towards the quality of the invoice data while ensuring consistency and the ability of the existing systems to support machine-readable invoices.
Another key challenge for organisations that are operating across multiple entities or invoicing platforms will be integration and standardisation. This is where having the right ASP matters. With the implementation timeline moving closer, the demand for the ASP is anticipated to see an increase.
The revised deadline will help businesses get more time to make early planning and conduct accurate evaluation.
Accredited Service Providers
A Key Component of the E-Invoicing Framework
The announcement brings the role of the accredited service providers within the UAE’s e-invoicing ecosystem into the spotlight. With businesses transitioning to incorporate accounting and ERP systems into their operations to generate invoices, the ASP will become the linchpin between them and the regulatory authorities.
ASPs will now not only have to facilitate the exchange of the data but also ensure a standardised structure for invoicing across the UAE’s e-invoicing ecosystem. The support by the ASP will enable ease in compliance and meeting the technical requirements.
The extension also gives significant time for businesses to assess and align an ASP that meets their operational requirements. While for many organisations, this also presents an opportunity to take a closer look at their integrations and carefully understand the ability of the provider to support their existing accounting and ERP systems.
UAE E-Invoicing Penalties
Why Early Preparation Matters
The extension provides additional time for businesses to implement the necessary requirements. But for companies that are still on the fence, this becomes a final call as failure to comply with the requirements and the UAE’s e-invoicing framework may result in financial penalties, including AED 5,000 per month for implementation delays and AED 100 per invoice for non-transmission.
Final Words
The announcement of the extension reflects the UAE’s level-headed approach and pragmatism in establishing the e-invoicing framework as a stepping stone in its broader tax strategy. With countries like Saudi Arabia and India reaping the benefits of their respective e-invoicing systems, the UAE’s phased approach ensures that businesses are equipped with the right tools to ensure a streamlined transition.
The shift towards e-invoicing is a nod to the future, where the tax landscape will see the information travel faster and compliance becoming embedded in critical operations. The new framework is expected to see businesses generate standardised invoices that will drive the new reporting ecosystem forward.