MANDATORY ADOPTION OF NEW ARTICLES OF ASSOCIATION FOR DMCC

Under the new DMCCA Company Regulations 2020, a new Articles of Association known as the Standard Articles has been introduced, replacing the previous Memorandum and AOA.  Companies registered before 2 January 2020 must adopt the AOA within twenty-four (24) months of the new DMCCA Company Regulations 2020 which came into effect on 1 January 2020.

Rules

•   A DMCC Company, at any point after being registered and issued a License, may adopt new non-standard Articles by Special Resolution. The adoption of new Articles takes effect on their registration by the Registrar. 

•   A 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 until License is renewed. 

•   There should not be any active Company sanction. 

•   If at any time, the Registrar notifies a Company that, in the opinion of the Registrar, the Articles of the Company contain a provision, which is contrary to, or inconsistent with the CR 2020, that Company must amend its Articles within twenty (20) Business Days of such notification in such manner as the Registrar may direct.

 •   The new Articles must be deposited with the Registrar within 15 (fifteen)  Business Days of the Resolution to adopt new Articles or such other date approved by the Registrar.

 •   Any rights and obligations of the Shareholders and/or the Company, which have arisen under the Articles prior to the adoption of the new  Articles, will not be affected unless the new Articles specifically provide otherwise.