For those wishing to close down a free zone limited liability company (FZ-LLC) in the Dubai Development Authority (DDA) (which used to be called TECOM and later Dubai Creative Clusters Authority) and obtain a De-registration Certificate the process is as follows:
1. Submit a de-registration request letter to DDA;
2. Collate the original documents required, which include:
An original shareholders’ resolution (duly notarized and, where applicable, legalised and authenticated *) approving the de-registration of the company in accordance with Article 101 of the DDA Companies Regulations 2016 (a standard format of which is available on the DDA website); and
A power of attorney (duly notarized and, where applicable, legalised and authenticated) will be required where a third person/entity (e.g. a lawyer or accountant) is assisting with the de-registration.
3. Terminate (or transfer) all employees, settle end of service gratuities and cancel visas;
4. Close down bank accounts including clearing any negative balances, pay the closing fees and obtain a confirmation letter from the bank;
5. Close down utility accounts (such as du/Etisalat, DEWA etc.), make final payments and obtain a confirmation letter from each utility provider;
6. Obtain clearance letters from the appropriate authorities including:
The DDA’s finance department in relation to any liabilities owed to DDA;
TECOM Investments’ leasing department specifying the date of leaving the premises;
The DDA’s Government Services Operations (GSO) in relation to PO Box and visa cancellation; and
Dubai Customs;
7. Obtain a letter of confirmation from a registered audit firm (along with a copy of their professional license) that the company does not have any outstanding debts or liabilities to any third parties. In addition, you will need a shareholder resolution appointing the audit firm to prepare a liquidation report, and a letter from the firm accepting its appointment;
8. Place an advertisement in two local newspapers (one in English and one in Arabic) providing a minimum of 45 days’ notice of the liquidation (a standard format of which is available on the DDA website); and
9. The final step is issuance of a De-registration Certificate by the DDA.
In our experience, the process can take 2-3 months from submission of the original documents.
The Bench's corporate team has extensive experience in establishing, re-structuring and de-registering companies in the UAE for clients ranging from individual entrepreneurs to major international companies. If you need any help to smoothly guide you through the red tape please contact us at corporate@thebenchlaw.com.
* Please note that the DDA will now verify shareholders’ resolutions for FZ-LLCs where the shareholders of an FZ-LLC are natural persons and where those persons have an up-to-date Registry Identification Code (RIC) form held with the DDA. In this case, an original resolution that is signed by the shareholders may be submitted without the need for additional notarization, legalisation or authentication. The DDA will compare the signatures on the resolution with the specimen signatures of the shareholders on the RIC forms and provided the signatures match, the DDA will accept the resolution.