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Text Content

 * Stay up-to-date with DIFC’s response to Covid-19
 * Read more

 * Stay up-to-date with DIFC’s response to Covid-19
 * Read more

 * * Business
     
     BUSINESS
     
     We know that a supportive business environment is key to helping your
     company thrive. Learn more about what DIFC has to offer, from easy set-up
     processes to an enabling infrastructure and a variety of office spaces.
     
      * Starting a Business in DIFC
      * Operating in DIFC
      * Areas of Business
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      * Laws & Regulations
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      * Types of Spaces
     
     LATEST NEWS
     
     
     
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REGISTRAR OF COMPANIES

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 * Registrar of Companies

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REGISTRAR OF COMPANIES

THE REGISTRAR OF COMPANIES (ROC) IS RESPONSIBLE FOR ALL MATTERS RELATED TO THE
INCORPORATION AND REGISTRATION OF ALL ENTITIES IN DIFC.

The Registrar of Companies (ROC) is established under Article 6 of the Operating
Law DIFC Law No. 7 of 2018 (Operating Law) as a statutorily created "corporation
sole". The Operating Law also sets out the functions and powers of the ROC.




STRUCTURE AND MANAGEMENT

The incumbent ROC, appointed by resolution of the DIFC President, His Highness
Sheikh Maktoum Bin Mohammed Bin Rashid Al Maktoum, Deputy of Ruler of Dubai on
1st June 2010, is Khalid Al Zarouni. The function is staffed with and supported
by a number of ROC staff in Registry Services and Inspection & Compliance.


THE ROLE AND FUNCTIONS OF DIFC REGISTRAR OF COMPANIES

The role of the ROC staff is to advise on, receive, review and process all
applications submitted by prospective DIFC registrants seeking to establish a
presence in the DIFC in accordance with the Companies Law, the General
Partnership Law, the Limited Liability Partnership Law, or the Limited
Partnership Law, the Non Profit Incorporated Organisations Law or the
Foundations Law, and the implementing regulations applicable thereto.


TYPES OF LEGAL ENTITIES

Under the Companies Law, a prospective registrant may seek to establish the
following companies limited by shares:

 * A Public Company (PLC);
 * A Private Company (LTD); or,
 * A branch office of a pre-existing foreign company (Recognised Company).
 * A party may also seek to transfer the incorporation of an existing company to
   the DIFC from another jurisdiction (Continued Company).

Under the Limited Liability Partnership Law a prospective registrant may seek to
establish:

 * A Limited Liability Partnership (LLP); or
 * A Branch of a pre-existing foreign Limited Liability Partnership (RLLP).

Under the General Partnership Law, a prospective registrant may seek to
establish:

 * A General Partnership (GP); or
 * A Branch of a pre-existing foreign general partnership (RP).

Under the Limited Partnership Law, a prospective registrant may seek to
establish:

 * A Limited Partnership (LP); or
 * A Branch of pre-existing limited partnership (RLP); or
 * A party may also seek to transfer the existing limited partnership into DIFC
   from another jurisdiction (Continued LP).

Under the Non Profit Incorporated Organisations Law, a prospective registrant
may seek to establish:

 * A Non Profit Incorporated Organisation (NPIO); or
 * A party may also seek to transfer an existing non profit incorporated
   organisation into DIFC from another jurisdiction (Continued NPIO).

Under the Foundations Law, a prospective registrant may seek to establish:

 * A Foundation;
 * A Branch of a pre-existing Foundation (Recognised Foundation); or
 * A party may also seek to transfer an existing foundation into DIFC from
   another jurisdiction (Continued Foundation).

An LTD or PLC, may be established in the DIFC by one or more natural persons or
body corporates (jointly referred to as “Persons”). LLPs, GPs and LPs may be
established by two or more Persons (provided that in the case of an LLP, a
natural person is the “designated member” of the LLP).

The Recognised Company may only be set up by another corporate entity, while the
Recognised Partnerships may only be set up by other existing partnerships.

While PLCs, LTDs, LLPs, LPs, NPIOs and Foundations are "incorporated" entities,
having separate and independent legal status from their incorporator(s), the
Recognised Companies, and Recognised Companies, Recognised Foundations and
Recognised NPIOs are "registered" entities and, as such, are a mere extension
(and, for purposes of legal authority and liability, is an inseparable part) of
the foreign-incorporated company/partnership through whose head office it is
registered in the DIFC.

A transfer of incorporation of a company, once completed, has the effect of
establishing the transferred company in the DIFC as if it were incorporated
under the Companies Law.

Similarly, a transfer of a limited partnership, foundation or non profit
incorporated organisation once completed, has the effect of establishing the
transferred partnership, foundation or non-profit organisation in the DIFC as if
it was incorporated under the respective DIFC Law.

 * Upon the establishment of an LTD, LLC, LLP or LP, the ROC issues to the
   incorporator(s) a "Certificate of Incorporation".
 * Upon the establishment of a Recognised Company or Recognised
   Partnership/Recognised Limited Liability Partnership/Recognised Limited
   Partnership the ROC issues to the head office, partnership or foundation,
   respectively, a "Certificate of Registration".
 * Upon transfer of incorporation to the DIFC, the ROC issues a “Certificate of
   Continuation” to the transferred company. All documents bear the seal and
   signature of the ROC, the name and status of the incorporated, continued or
   registered entity, its registration number, and the date of issuance.


NON-REGULATED COMMERCIAL LICENSE

According to DIFC Operating Regulations, simultaneously with the issuance of a
certificate of incorporation, registration or continuation, the ROC issues a
corresponding Commercial License.

The purpose of a Commercial License is to expedite contracting for municipal and
commercial services essential to the establishment and operation of the
licensee’s premises and carrying out its on-going operations.

The application for a certificate of registration, incorporation or continuation
is considered to also be an application for a Commercial License. The Commercial
License sets out the license number as well as the licensee’s name, operating
name, legal status, address, permitted activities, authorized manager’s name,
and the issuance and expiry dates of the license.

The Commercial License does not authorize the licensee to undertake Financial
Services requiring a DFSA license, which is conspicuously indicated on the
Commercial License. The Commercial License is renewed annually, by payment of
annual renewal fee to the ROC no later than thirty (30) days after the expiry
date.


ENQUIRIES

The first point of contact for all enquiries in the DIFC is the Business
Development Department of the DIFC Authority. Relationship managers within the
Business Development Department will advise you on the application and
registration procedures and will be available to assist you throughout the
process.

Notices


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