Federal Law No. (5) of 1975
Concerning the Commercial Register
We, Zayed bin Sultan Al Nahyan, President of the United Arab Emirates,
Having perused the provisions of the provisional Constitution,
And Federal Law No. (1) of 1972 concerning the competencies of Ministries and the powers of Ministers and its amending laws,
And based on the proposal of the Minister of Economy and Commerce,
And the approval of the Council of Ministers and the Federal National Council, and the ratification of the Federal Supreme Council,
Have issued the following Law:
Article (1)
In the application of the provisions of this Law, the term "Competent Authority" shall mean the concerned government departments in the member Emirates of the Federation.
Article (2)
A register called the (Commercial Register) shall be established, the affairs of which shall be managed by the Competent Authority for the registration of the names of merchants, whether nationals or foreigners, individuals or companies, whether their principal place of business is in the State or they have a branch or agency therein.
All data stipulated in this Law shall be recorded in the said register, and any change or amendment to this data shall be noted therein.
Article (3)
Every merchant or manager of a branch or agency must, within two months from the date of opening his commercial establishment, or acquiring a commercial establishment, or from the date of opening a branch or agency in the State if his main establishment is abroad, submit an application in two copies, signed by the applicant, to the Competent Authority to register his name in the Commercial Register, including the following data and documents:
- The merchant's name and surname, date and place of birth, and nationality.
- The name and surname of the branch or agency manager, his date and place of birth, and nationality.
- The name under which the merchant conducts his trade.
- The name of the commercial establishment, and the trade name, if any, provided that it is not identical to any other registered name or similar to a registered name that could mislead the public.
- The type of trade.
- The date the merchant commenced his commercial activities in the State.
- The date the merchant opened his commercial establishment.
- The address of the main establishment and commercial branches and agencies, if any, whether inside or outside the State.
- The names and surnames of the authorized agents, and the date and place of birth and nationality of each.
- The commercial establishments owned by the merchant within or outside the registration district, with a statement of the type of trade, address, opening date, and Commercial Register number for each.
- Commercial establishments previously owned by the merchant in the State, stating the type of trade, address, closing date, and Commercial Register number, if any, for each establishment.
- A certificate of the merchant's membership in the Chamber of Commerce and Industry in whose district he conducts his trade. The applicant is exempted from submitting this certificate if there is no Chamber of Commerce and Industry in the district where he conducts his commercial activity.
- The registration number of trademarks, patents, industrial drawings, and models registered in the merchant's name, if any.
Article (4)
The merchant or the manager of the branch or agency must, in accordance with the prescribed registration procedures, request to have any change or amendment to the data stipulated in the preceding Article noted in the Commercial Register, within one month from the date of the action or event giving rise to the change or amendment.
Article (5)
Managers of commercial companies and agents of foreign companies must submit an application in two copies, signed by the applicant, to the Competent Authority to register the company in the Commercial Register within two months of its establishment or the opening of the branch or agency, including the following data:
- The type of the company.
- The address of the company's head office, its name, and trade name, if any.
- The purpose for which the company was established.
- The address of the branch and agencies, whether inside or outside the State.
- The amount of capital, the amounts paid thereof, and what the partners have undertaken to pay, with a statement of the shares of limited partners and the value of in-kind shares, if any.
- The start date and end date of the company.
- The names and surnames of the joint partners, and the date and place of birth and nationality of each.
- The names and surnames of the company's managers and those who have the right to sign on its behalf, and the limits of their authority in management and signing, with a statement of the date and place of birth and nationality of each.
- The name and surname of the branch or agency manager, his date and place of birth, and nationality.
- The registration number of trademarks, patents, industrial drawings, and models registered in the company's name, if any.
Article (6)
The applicant for the registration of a company in the Commercial Register must submit the company's articles of association, certified by the competent official authority, for perusal, and attach an official copy thereof to be kept by the Competent Authority.
Article (7)
The persons responsible for the management of commercial companies, branches, or agencies, or the liquidators, as the case may be, must, in accordance with the prescribed registration procedures, request that the following be noted in the Commercial Register:
- Any change or amendment to the data stipulated in Article Five.
- Any legal action or judicial ruling providing for the dismissal of a company manager, the removal of a partner, the dissolution of the company, or placing it under liquidation, with a statement of the names of the liquidators and the limits of their powers, and any change in their persons. The application must be submitted within a maximum of one month from the date of the action, ruling, or event requiring the application.
Article (8)
Every merchant, branch or agency manager, and person responsible for managing a commercial company must deposit with the Competent Authority a specimen of the approved signature for the transactions of the establishment or commercial company, provided that the signature is officially certified by the competent authority. The deposit shall be made at the same time the registration application is submitted, or when an application for endorsement in the Register is submitted if it includes an amendment to the data of persons whose signature specimens were previously deposited at the time of the registration application.
Article (9)
The application data shall be recorded in the Commercial Register, and the Competent Authority shall return one of the two copies to the applicant, endorsed with the registration in the Register or its rejection, as the case may be, by registered letter. The applicant's signature on the copy kept by the Competent Authority, endorsed with the decision issued by it, shall be considered as notification to him.
Article (10)
If the change in data relates to the person who has the right to sign, a specimen of the new signature must be attached to the application in accordance with the text of Article Eight of this Law.
Article (11)
The registration shall be canceled from the Commercial Register in the following cases:
- The merchant ceasing his trade.
- The death of the merchant.
- The liquidation of the company.
The merchant, his heirs, or the liquidators, as the case may be, must, in accordance with the prescribed registration procedures, request the cancellation of the registration within a maximum of two months from the date of the event requiring it. However, the merchant's heirs may request, for their benefit or for the benefit of some of them, the continuation of the registration in the Register in the name of their decedent.
The Competent Authority may cancel the registration on its own initiative if the concerned party does not submit an application for cancellation or continuation within the period referred to in the preceding paragraph, once it has verified the occurrence of the event requiring cancellation.
Article (12)
The Competent Authority must verify that the application for registration, endorsement, or cancellation fulfills the data and documents required by this Law and its implementing resolutions.
It may, instead of rejecting the application, require the applicant to complete the necessary data and documents.
Article (13)
If the Competent Authority rejects an application for registration, endorsement, or cancellation, the concerned party may appeal the rejection decision before the competent court within thirty days from the date of being notified of it.
Article (14)
Every merchant and every person responsible for managing a company must state the Commercial Register number in all correspondence and publications related to his commercial activities, and must display on the facade of the establishment where the commercial work is practiced, in Arabic, his trade name accompanied by the registration number.
Article (15)
The clerk's office of the court that issues the following judgments against a merchant or a commercial company must send a copy of the judgment within a maximum of one month from the date of its issuance to the Competent Authority for endorsement thereof in the Commercial Register.
- Judgments declaring his bankruptcy or its cancellation.
- Judgments ratifying a composition to prevent bankruptcy or its annulment.
- Judgments imposing an attachment on the merchant, or appointing guardians and agents for absentees, or their removal, or lifting the attachment.
- Judgments dismissing those responsible for the management of the company.
- Judgments dissolving or annulling the company and appointing or removing liquidators.
- Judgments of rehabilitation.
Article (16)
Any interested party may obtain from the Competent Authority an official extract from the registration page in the Commercial Register. In the case of non-registration, the Competent Authority shall issue a certificate to that effect.
The extract may not include judgments of bankruptcy or attachment if rehabilitation has been granted or the attachment has been lifted.
Article (17)
The fees for registration in the Commercial Register, its renewal, and obtaining an extract from the registration page shall be determined as follows:
- 100 Dirhams for registration in the Commercial Register.
- 50 Dirhams for annual renewal of the registration.
- 10 Dirhams for a request to obtain an extract from the registration page in the Commercial Register.
Article (18)
Violation of any provision of this Law shall be punished with a fine of not less than five hundred Dirhams and not exceeding five thousand Dirhams. In case of repetition, the penalty shall be doubled.
Article (19)
Without prejudice to any more severe penalty provided for in the Penal Code or any other penal law, whoever provides incorrect data to be recorded in the Commercial Register shall be punished with imprisonment for a period not exceeding three months and a fine of not less than five hundred Dirhams and not more than five thousand Dirhams, or one of these two penalties. If the incorrect data results in a registration, endorsement, or deletion contrary to the provisions of this Law, the court shall, in addition to the prescribed penalty, order the correction of the data, the cancellation of the registration, the cancellation of the endorsement, or the cancellation of the deletion, as the case may be, in accordance with the procedures and within the deadlines it sets for that purpose.
Article (20)
Anyone who states a Commercial Register number contrary to the truth, whether in his correspondence or on the facade of his commercial establishment, shall be punished with the penalty specified in the preceding Article.
Article (21)
Merchants and companies currently licensed to practice commercial business in accordance with the laws and regulations in force must apply to the Competent Authority for registration in the Commercial Register established in accordance with the provisions of this Law within three months from the date it comes into effect.
Article (22)
Any provision that contravenes or conflicts with the provisions of this Law shall be repealed.
Article (23)
The Competent Authorities, each within its jurisdiction, shall implement the provisions of this Law and shall notify the Ministry of Economy and Commerce of the names of those registered in their Commercial Register, the data related to them, and any amendment or change that occurs to it, within thirty days from the date of registration or endorsement of the amendment or change. The Minister of Economy and Commerce shall supervise the implementation of the provisions of this Law by the Competent Authorities in the Emirates and issue the necessary regulations for its implementation.
Article (24)
This Law shall be published in the Official Gazette and shall come into effect two months after the date of its publication.
Issued by us at the Presidential Palace in Abu Dhabi
Dated: 3 Ramadan 1395 H
Corresponding to: 8/9/1975 AD
Zayed bin Sultan Al Nahyan
President of the United Arab Emirates