Joint Stock Companies

Services

​• Receiving the application and documents through the E-service available on SCA website by following the steps : (Renewal Steps) 
• Collecting fees 
• Renewing the registration and issuing the electronic certificate through the E-service
  • Receive the receipt of the listing renewal fee of the company from the financial market.
  • Approve the request and issue a certificate of renewal of registration, and send the original copy of the certificate by mail to the company.
  • Receiving the application, and collecting fees.
  • Verification of data
  • Issuing the Certificate​



  1. The first step in the listing process is that a foreign company shall obtain the list of requirements for listing by directly contacting the Listing Registration Section in the SCA.
  2. The listing conditions shall be considered carefully to ensure the company's conformity with the conditions.
  3. In case all conditions are satisfied by the company, the board of directors of the company must appoint at its discretion a person to assume the responsibility of following up the listing application with the SCA. The company may appoint a third party as an external consultant for the listing to follow up with the SCA and submit all necessary documents. In all cases, a letter of authorization to submit the listing application on behalf of the company must be submitted along with the names all persons concerned and their contact details.
  4. All documents submitted to SCA must be in Arabic.
  5. The required documents shall be submitted to the SCA. The Registration Section shall receive the application, and fees for the listing application in the amount of non-refundable AED 2,000 payable in cash or by check issued to the order of SCA.
  6. If the company fails to satisfy any condition or provide any document required for listing, is not met, the SCA shall notify the company in writing about the necessary requirements.
  7. Once the listing approval decision is issued, the company and the market shall be notified thereof by an official letter and the registration office shall be issued. The SCA shall address the company about the items to be published in the pre-listing disclosure.
  8.  The company must coordinate with the concerned financial market to complete the listing procedures.
  9. The concerned financial market is required to inform the SCA about the date of listing the company, its trading code and the number of shares which the company intends to be listed in the market.


​The SCA shall examine and consider the company's application; and If the application is complete, the Authority shall take its decision thereon within a period of no more than ten days from the date of its submission / completion.




 1.   Apply for initial approval to establish a PJSC by a written letter addressed to SCA (Form A-1)

 (Time for this procedure at the Authority is 10 working days)

 2.   Once the approval of the Authority is obtained, the following documents must be submitted to SCA  as  a soft copy on a CD and to the local competent authority (the Department of Economic Development in the concerned Emirates) :-

  • A copy of the draft memorandum of association (Form A-2)
  • A copy of the company's articles of association (Form A-3).
  • Economic feasibility study and the implementation time plan developed by an approved expert house subject to the guidance statement (Form A-4).
  • In case an in-kind share is included in the capital, a report on the valuation of the in-kind share developed by an approved expert house must be enclosed.
  • The public offering prospectus (Form A- 5) approved by the founding committee.
  • The draft announcement of the prospectus.
  • Estimation statement of the issue expenses approved by the auditor and the founding committee (Form A-6)
  • Initial approvals and licenses which the company has obtained from the concerned authorities to practice the business activity in the State (such as the Central Bank for banks, finance companies and financial investments; and the Insurance Authority for insurance companies).
  • A proof of appointing a licensed Issue Manager and Auditor for the subscription accounts, as well as an Arabic copy of the agreements concluded with them to determine their duties and fees.
  • English copy of the agreement with an authorized auditor for the IPO Accounts.
  • Payment of the fees for studying the application to establish a public joint stock company in the amount of AED 5,000 by e-Dirham card (payable to only the Authority).
(Time for this procedure at the Authority is 10 working days)

3.      A meeting shall be held between SCA and the competent authority to study the application and the documents attached thereto.

(Time for this procedure at the Authority is 5 working days)

4.      If the application was approved, the competent authority shall issue a decision to license the establishment of the company, and such decision shall be announced in the official Gazette at the expense of the founders.

5.      The founders must start the subscription in the shares of the company within 15 days from the date of issuing the decision licensing the establishment of the company. Prior to making a public offering, they must provide SCA and the competent authority with a certificate from the bank where the value of their cash shares was paid to prove that they have paid for the above-indicated percentage and also to prove that they have paid the issue expenses for all their cash and in-kind shares. (Form A-9)

6.      The founders must submit an undertaking to deposit the proceeds generated from the subscription of the total shares to the account of the company under foundation as well as to refund the surplus funds to the subscribers within 15 days from the date of subscription closure. (Form A-10).

7.      Once the approval of SCA on the prospectus is obtained, the prospectus shall be published in two local Arabic daily newspapers at least five days before the commencement of the subscription.

(Time for this procedure at the Authority is 5 working days)

8.      The subscription must be kept open for no less than 10 days and no more than 90 days. If the subscription has not covered all shares during that period, the founders may extend the period for no more than an additional 30 days subject to a decision from SCA and the competent authority.

9.      If the subscription exceeded the offered shares, the shares must be distributed amongst subscribers on a pro rata basis to their subscription and the distribution shall be rounded to the nearest full share.

10.    The allotment of shares and refund of surplus funds must take place within 15 working days after closing the subscription.

11. The company shall disclose the details of the meeting of the founding general assembly through the allocation notice sent to subscribers.

12. After the allocation of shares, the company shall send the shareholders' register to the securities market where the securities of the company are planned to be listed.

13. The company must announce an invitation to subscribers to attend the founding general assembly (after obtaining the approval of the Authority) to be held within one month from the date of closing the subscription. If the quorum has not been met at the first meeting, the meeting must be held on the following day, and if the quorum has not been met in the second meeting, the assembly must be held on the following day. The founders must also inform the local competent authority about the invitation for the founding general assembly meeting. If the subscription period is extended, the dates for the founding general assembly meeting must be changed.  If the subscription was not fully covered after the extension, the founders must either call off the establishment of the company or decrease its capital subject to the approval of the Minister on the capital decrease. The Minister's decision approving the capital decrease shall be issued after the relevant approval of the competent authority. The founders may also subscribe in the shares that were not subscribed for only after the approval of the Minister and the competent authority.

14.    The agenda of the founding general assembly must include the following issues:

  • The founders committee report on the process of incorporating the company "including the disclosure of any substantial events during the foundation period".
  • Disclose of details and items of the establishment expenses and comparison same with the items of the issue expenses included in the prospectus.
  • Election of the members of the first board of directors and appointing the auditors.
  • Approval of the valuation of in-kind shares, if any.
  • Approval of the appointment of the Shariah Board of the company operating in compliance with the Islamic Shariah.
  • Announcement on the establishment of the company.
15.    Within 7 days after the meeting of the founding general assembly, the founders shall submit an application to the Authority to announce the establishment of the company, enclosing the following:

  • Memorandum of association and articles of association legalized by the notary public.
  • A certificate from the auditor (Form A-11) with a bank deposit certificate (Form A-12) confirming that the subscription to the capital was complete and showing the amounts paid by the subscribers for the value of the shares, their names, their nationalities, and the number of subscribed shares for each.
  • The minutes of meeting of the founding general assembly (Form A-13).
  • A written declaration by each Board member including companies in which he is currently a chairman, vice-chairman, member, or managing director, and appointment date of each post (Form A-7).
  • A written declaration from each member of the board of directors that he/she has never been convicted of a crime or misdemeanor against moral turpitude and has not been declared bankrupt (Form A-8).
  • A final electronic copy of the prospectus.
  • A public joint stock company registration data form with the Authority (Form A-14).

  • Payment of the due fees for the registration of the company (by the E-Dirham) as follows:
    • AED1,000 as a fee for issuing the ministerial decision to establish the company.
    • AED20,000 as a fee for publishing the official documents.
    • AED10,000 as a fee for the registration of the company.
16. The company shall complete the registration procedures in anticipation to its listing in the financial market, according to the procedures at the following Link.(Listing Procedures)

17.    The Minister shall issue a decision announcing the establishment of the company within five working days after submitting the application.  This decision shall be published in the official gazette, including the memorandum of association and articles of association at the expense of the company.

(Time for this procedure at the Authority is 5 working days)

18.    The company must provide the Authority with the audited opening financial statements and the report of the auditor (with the notes) as of the date of establishment (the date of issuing the ministerial decision).

19.    Within five days from the issuance of the Ministerial decision of the company establishment, the board of directors must take the necessary actions towards publicizing the company, recording it in the commercial register, and publishing the ministerial decision enclosing the articles of association and the articles of association in the official gazette. The board must provide the Authority with the followings:

  • Receipt proving payment of the fees for the publishing in the official gazette.
  • A copy of the company registrations in the commercial register.
  • A copy of the company's license.
20.    The Authority shall issue the registration certificate once the company satisfies all requirements.

(Time for this procedure at the Authority is 3 working days)



​ A ministerial decision shall be issued to amend the AOA of the company and the company shall be notified thereof in order to publish the same in the Official Gazette.
(Time for the procedure at SCA is 5 working days)

​The company must submit to SCA an application duly signed by its board chairman or the authorized representative to obtain approval of the Authority. The application shall state the percentage of shares that the company wishes to buy back (maximum of 10%) and must be attached with all required documents.
When all documents have been presented a decision shall be made by the committee overseeing the buy-back process. Both the concerned company and the concerned market shall be notified in order to take the necessary action.



1. Application of initial approval on the conversion of the company to a PJSC by a letter directed to the SCA, Form (B-1-1) , in addition to the curriculum vitae of each founder possessing 5% minimum of the company capital as well as a copy of the audited consolidated financial statements of the last two fiscal years, the company commercial register and the recent memorandum of association.

(Time for the procedure at SCA is 5 working days)

2. If SCA approves, the following documents shall be provided to SCA and the competent authority as a soft copy on CD:

  • Minutes of the Extraordinary General Assembly Meeting of the company decided to be converted into a PJSC.
  • Copy of the draft of the memorandum of association after conversion, Form (B-1-2) and draft of the articles of incorporation, Form (B-1-3).
  • Economic Feasibility study and the executive timeline set out by the authorized house of expertise other than the company external auditor, taking into account the guiding statement.
  • Company evaluation report prepared by authorized house of expertise other than the company external auditor.
  • Prospectus, Form (B-1-5) approved by the founders committee.
  • Publication of Draft Prospectus..
  • Estimated statement of the expenses endorsed by the auditor and the foundation committee, Form (B-1-6)​.
  • Approvals and licenses obtained by the company to conduct the activity from the state competent bodies (such as the Central Bank for banks and for Finance and Financial Investment Companies – Insurance Authority for insurance companies).
  • English copy of the agreement with an authorized auditor for the IPO Accounts.
  • An evidence that an accredited lead manager is appointed and an Arabic copy of the agreement concluded with the manager to specify his tasks and fees.
3. Pay the following fees ( to SCA only):

  • Examination fees of the Conversion application with an amount of AED (2000).
  • Examination fees of the memorandum of association and the articles of incorporation with an amount of AED 5000.
  • Evaluation fees of the non-cash assets with an amount of AED 5000.
(Time for the procedure at SCA is 10 working days)

3. The foundation committee shall notify the debtors of the conversion decision and the possibility to object the same as of the date of publication, Form (B-1-9).

4. SCA shall constitute a committee to evaluate the company assets in accordance with the provisions of the Commercial Companies Law.

(Time for the procedure at SCA is 30 working days)

5. A meeting shall be held between SCA and the competent authority to examine the conversion application and its documents.

(Time for the procedure at SCA is 5 working days)

6. If the company conversion application is approved, the competent local authority shall issue a decision to license the company and such decision shall be published in the official gazette at the expense of the founders.

7. Founders shall commence Offering their cash capital shares in the company during (15) days as of the date of the competent local authority decision to license the company and they shall furnish to the SCA and the competent authority prior to the IPO a certificate issued by the bank in which their cash capital shares have been deposited, if any, Form (B-1-10).

Partners in local family companies desiring conversion to PJSC can maintain a maximum of (70%) of the company capital and shall Offer a minimum of (30%) to the public subscription.

8. Founders shall provide an undertake to deposit the proceeds resulted from the subscription in the total number of company shares into the account of the PSJC company under incorporation. Excess amounts and their proceeds shall be refunded to the subscribers during (15) days as of the close subscription, Form(B-1-11).

9. After SCA approval on Prospectus publication, publication shall be in two domestic daily gazettes in Arabic prior to the commencement of subscription with minimum of (5) days, and provide SCA with a soft copy from the final Prospectus.

(Time for the procedure at SCA is 5 working days)

10. Subscription shall continue for (10) days minimum and (90) days maximum. If all shares are not subscribed during this period, founders may, upon the decision of the SCA and the competent authority, extend the subscription period for another (30) days maximum.

11. If the subscription exceeds the number of the Offered shares, shares should be allotted on subscribers pro-rata with their subscription, and allocation shall be rounded to the nearest one whole share.

12. Allocation and refund of excess amounts shall take place within (15) days as of the closing date of Offer.

13. The company shall be liable to publish details of the Founding General Assembly by the allocation notice served to subscribers.

14. The company, after allocation, shall be liable to send the shareholders' ledger to the exchange market planned to list the company shares therein.

15. The company shall be held liable to announce the invitation of subscribers to attend the Founding General Assembly (after SCA approval) to be convened within one month as of the closing date of the Offer. If the quorum is not fulfilled in the first meeting, the meeting shall be held on the next day. If the quorum is not fulfilled in the second meeting, it shall be held in the next day. The founders shall also notify the competent local authority with the invitation to the Founding General Assembly. In the event, the subscription period is extended; the Founding General Assembly dates shall be amended. If the subscription is undersubscribed (after the extension period), founders shall either step back from the incorporation of the company or reduce its capital, provided such reduction is approved by the minister. The minister's decision of approving the capital reduction shall be issued after the approval of the competent authority, Founder may also subscribe in other Shares that have not been offered after the approval of the minister and the competent authority.

16. The Founding General Assembly agenda shall include the following matters:

  • The Founders Committee report regarding processes of the Company incorporation (including disclosure of any essential events during the period of incorporation”.
  • Disclosure of details and items of incorporation expenses.
  • Approval to appoint the Sharia Supervisory Board, for companies working pursuant to the provisions of the Islamic Law.
  • Announcement of the Company incorporation.
17. Founders shall, within 7 days as of the date of Founding General Assembly meeting, submit to SCA an application of the Company incorporation announcement, which shall be attached by:

  • The Memorandum of Association and the Articles of Association notarized by the notary Public.
  • A certificate of the Auditor, Form (B-1-12) attached by a deposit certificate Form (B-1-13), which confirms fulfillment of subscription in the capital, payments of subscribers of shares values, and a statement of names and nationalities thereof and the number of shares subscribed by each.
  • Minutes of Founding General Assembly, Form (B-1-14).
  • A written statement by each board member with the names of companies in which he is occupying the position of chairman, board member or CEO and the date of his appointment, Form (B-1-7).
  • A written statement by each of the board members that they has not been convicted of an offence involving moral turpitude and has not been adjudicated insolvent or bankrupt, Form(B1-8).
  • A final electronic copy of the Prospectus.
  • A certificate of registration of a public joint-stock company in SCA and submission of documents required to be attached to the application, Form (B-1-15).
  • Payment of fees due to SCA to register the Company (via E-Dirham) as follows:
  • Fees of issuance of a ministerial decree of the Company incorporation AED (1,000).
  • Fees of publishing official instruments AED (20,000)
  • Fees of registration of a joint-stock company AED (10,000)

​1. SCA shall examine the applications received from the markets or companies to temporarily suspend trading in the shares of market-listed companies, provided that such applications mention suspension reasons and justifications.
2. SCA shall issue its decision on the approval or rejection of suspension applications in accordance with the laws and regulations in force.
3. The market concerned shall be notified of SCA's decision on suspension approval or rejection so that it can take the appropriate actions to implement the decision.
4. In some cases, SCA shall take the decision to temporarily suspend trading in any market-listed securities under exceptional circumstances that call for such suspension—or if it sees that the trading in such securities is not in the best interest of the public, is unfair, or violates the rights of investors. Suspension shall also come into effect in the case of listed companies' failure to issue their interim and annual financial statements within the prescribed deadlines. In such cases, the markets shall be notified of SCA's decision to suspend trading in the shares of concerned companies so that they can take the appropriate actions for decision implementation.
5. In some cases provided for by SCA's laws and regulations (such as Article 11/36 of the Regulations as to Disclosure and Transparency), the market concerned shall suspend trading directly and shall supply SCA with a copy of suspension decision.
​1. PJSC should submit the request to SCA

2. SCA will verify that all conditions are met in order to approve the request

3. Once approved by SCA, the company will be issued a certificate of classfication change

Seeking from the SCA legal counsel or interpretation of a legal text through the following:

· Personal submission of application

· Email

· Fax

Announce the opening of nominations for the membership of the board of directors, according to the following steps:

·        Apply for the Authority's approval on the announcement draft before publishing (Form E-3-1), at least 45 days prior to the date of the ordinary general assembly meeting.

(Time for the procedure at SCA is one working day)

·        Published the announcement in at least two Arabic daily newspapers. The announcement must indicate that the company will post the names of candidates and their information on the bulletin board of the company, website, or any other media approved by the Authority at least two weeks prior to the general assembly. The Authority and market shall be provided with a list of candidates.

·        The door for the board membership nomination shall remain open for at least one month from the date of the announcement. Each shareholder who meets the conditions for nomination in accordance with law and company's AOA may run for the board membership in the company by submitting an application enclosing a brief resume and the post he is nominating himself for.  

·        The company management shall apply for the Authority's approval to hold the ordinary general assembly meeting 21 days before its scheduled date in accordance with the provisions of the Commercial Companies Law.

Voting on the general assembly's resolutions related to the election of board members shall be made according to the following procedures:

      on the general assembly's resolutions related to the election, dismissal or  accountability of the board members shall be made by secret cumulative ballot, whereby votes shall be counted on the basis that "each shareholder shall have a number of votes equivalent to the number of his shares", as provided for under article 125 of the Law and pursuant to the following procedures:

·        The voting process shall be made through a voting card distributed to the shareholders or their representatives. Such card must be prepared sufficiently before the meeting, or through a special computer-based voting system "voting platform".

·        It is not permissible to vote for a number of candidates greater than the number required for the board membership.  Such voting card shall be completely void.

·        If any shareholder casts votes more than the number he holds, the excess votes shall be reduced proportionately among the candidates he voted for them.

·        If any shareholder casts votes less than the number he holds, he will not be able to use the remaining number he holds by adding to any candidate.

·        Candidates shall be arranged descending-wise according to the votes obtained.  The elected candidates who obtained the highest number of votes shall be announced subject to the seats allocated for independent members, who should form at least one third of the board membership according to the rules and conditions for election and the provisions of the company's AOA.

·        Once all votes have been counted, the winner candidates in the order of the highest number of votes shall be announced, subject to the number of seats allocated to independent members. For example, if the required number is five, the first five candidates the highest number of votes shall be announced winners if they include at least two independent members, or otherwise the first three candidates shall be announced winners and the number shall be completed by two independent members who got the highest votes within this category.  If one of the first three is an independent member, the fourth winner shall be announced along with an independent member who got the highest votes.