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.