Maintaining Records of Accounts in DWC FZ

Every Free Zone Enterprise must keep proper records of account prepared in accordance with International Financial Reporting Standards (IFRS) and be sufficient to show andexplain: (i) the assets and liabilities of the Free Zone Enterprise; and (ii) all transactionswhich show money received and expended by the Free Zone Enterprise on a day to day basis together with information sufficient to identify and explain such receipts and expenditure.

 The records of account must be kept at the Registered Office and shall be available for inspection. If a Free Zone Enterprise fails to allow for inspection of the records of account the matter may be referred to the Corporation and the Corporation may order the Free Zone Enterprise to immediately arrange for inspection of the records of account.

 The first financial year of a Free Zone Enterprise will commence on the date of its incorporation or registration. The first financial year may not exceed 18 months, thereafter each successive financial year may not exceed 12 months or be shorter than 6 months.

No later than 18 months after the incorporation or registration of the Free Zone Enterprise, and for every financial year thereafter, the Free Zone Enterprise must prepare a balance sheet and a profit and loss account (as at the last day of the financial year) which will form part of the Free Zone Enterprise's financial statements. The Free Zone Enterprise's financial statements must be drawn up so as to give an accurate and fair view of the profits or losses of the Free Zone Enterprise and the state of affairs of the Free Zone Enterprise, in each case, for the financial period in question.Where a DWC limited liability company owns 50% or more or otherwise controls another Free Zone Enterprise or other incorporated entity, the DWC limited liability company should prepare group accounts on a consolidated basis.

The annual accounts of each DWC limited liability company must be approved by the Board of Directors and signed off by at least one Director within 3 months of the end of each financial year before being presented to the shareholders. A copy of the signed annual accounts (together with the auditors' report set out in Section 6.15) must then be delivered to the Free Zone Department within 30 days of such approval and signature.The Corporation may, in its absolute discretion, agree to extend the aforementioned periods.

Appointing Board of Directors & Secretary in DWC FZ

All DWC limited liability companies must have an effective Board of Directors and a Secretary that are natural legal persons. The number of Directors will be not less than one (1) and not more than seven (7). The offices of Director and Secretary may be held jointly by a single person. However, the offices of Chairman and Chief Executive Officer must not be held by the same person. The first Director(s) and Secretary must be stated in the registration application.

Details of each Director and Secretary will be maintained in the Register. All DWC limited liability companies must provide the Company Registrar with the full name, nationality and residential address of each Director and Secretary together with a certified copy of their passports and their specimen signatures. Any changes of Directors or Secretary must be notified to the DWC Free Zone Department within 30 days of the change being made.

Share Capital Value in DWC FZ

All Free Zone Enterprises registered as DWC limited liability companies must have a share capital denominated in UAE Dirhams. The minimum capital of a DWC limited liability company will be AED 300,000 or such other amount as the Corporation may prescribe from time to time.

 The share capital will be divided into shares of AED 1 each or such other amount as the Corporation may prescribe from time to time. Each issued share will be consecutively numbered. No shares will be issued in bearer form.

 The consideration for which a share in a Free Zone Establishment is issued may take the form of cash or non cash consideration. If the shares in the Free Zone Establishment are issued for any consideration other than cash, then the auditors of the Free Zone

Establishment must certify that the fair market value of the non cash consideration at the time of issue of the shares is not less than the nominal value of the shares issued.

The share capital of a DWC limited liability company may, subject to any limitations set out in the Regulations, be altered by a Board Resolution of the company.

 No share in any DWC limited liability company may be transferred without a Board Resolution approving the transfer. Transfers must be made by a instrument of transfer prescribed by theCorporation from time to time. The instrument of transfer, once duly executed, must be delivered to the Company Registrar who will update the Register with the details of the transfer and the transferee. A transfer will be legally effective from the date of transfer recorded in the Register.

Maintaining Recordes & Minutes in DWC FZ

All DWC limited liability companies must maintain an up to date record of all shareholders, Directors and the Secretary. Such record must include, in the case of shareholders which are companies, properly certified copies of all incorporation documentation and certified copies of the passport and residence visa (if applicable) together with specimen signatures of any person that is or has been a shareholder,
Director or Secretary of the company.

 Additionally, a DWC limited liability company must keep:

·  a written record of all proceedings at all general meetings or meetings of the Board of Directors and of any committees appointed by them;

· copies of all resolutions passed by the Board of Directors and the findings or reports of all committees appointed by them; and

· such other books and records as may be necessary or desirable in the opinion of the Board of Directors to reflect the business dealings and financial position of the company.

The Secretary will be the person responsible for maintaining a record of all resolutions, minutes, reports and other books and records unless otherwise stated. The minutes of each meeting must be signed by the person presiding over such meeting and be placed in the company's books kept at its Registered Office. Unless evidence to the contrary is established, the minutes, once signed, shall be conclusive evidence of the business and proceedings transacted at a meeting and that the meeting was validly held andconvened.

 The minute books must be available for inspection at the Registered Office upon reasonable notice and during normal working hours by any current shareholder or current Director of the company (subject to any reasonable restrictions which the company may impose). Alternatively, a current shareholder or a current Director may request to receive copies of the minute books (subject to any reasonablerestrictions or administrative expenses which the company may impose).

If a company fails to provide copies of the minute books or allow for their inspection as stated above, a current shareholder or current Director may refer the matter to the Corporation and the Corporation may order the company to immediately arrange for inspection or provide copies of the minute books.

Maintaining Free Zone Register in DWC

Dubai World Central (DWC), a 140km² development in Jebel Ali, Dubai, centered around the new Al Maktoum International Airport,Jebel Ali. DWC Free Zone establishment aims to promote the businesses and organisations operating in the aviation and logistics industries.

The Corporation, through the Company Registrar, will maintain the Register in such form as it may determine from time to time. Once an application to register a Free Zone Enterprise has been approved and all required documents and materials have been received by the Company Registrar, along with payment of the specified share capital (if registering a DWC limited liability company) and all other applicable fees as set out in the Tariff, the Company Registrar will enter the details of the Free Zone Enterprise in the Register and issue:

For a DWC limited Liability Company:

· a certificate of incorporation duly executed on behalf of the Corporation specifying the name of the company; (ii) the registration number; (iii) the Registered Office address; and (iv) the date of incorporation;

·  individual share certificates duly executed on behalf of the Corporation for each shareholder which specifies the number and value of shares held by that shareholder;

· the Memorandum of Association of the company; and

· the Articles of Incorporation of the company.

For a Branch Company:

·  a certificate of registration duly executed on behalf of the Corporation specifying  (i) the name of the Branch; (ii) the registration number; (iii) the Registered Office address;  and (iv) the date of registration.

From the date of incorporation a DWC limited liability company will be a body corporate capable of exercising all functions of an incorporated company but with such liability on the part of the shareholders limited to the amount of the share capital for which they have subscribed, save that the liability of the shareholders will not be limited in cases of fraud.

From the date of registration of a Branch, the Branch will be capable of exercising all functions of its parent company/organisation but it will not be endowed with a legal personality separate from that of its parent.

The Register will be open to the public for inspection subject to the Corporation's prior approval and the payment of the appropriate fee as set out in the Tariff.