Foundation steps:
First stage: initial approvals
1) Go to the Department of Economic Development (the competent authority) to obtain preliminary approval to establish the company as a public joint stock company, in accordance with the text of Article (113) of Commercial Companies Law No. 2 of 2015.
2) After obtaining the approval of the competent authority, the Founders Committee submits an application for obtaining the initial approval to the Securities and Commodities Authority to establish a public joint stock company, along with all the necessary documents stipulated in the first stage of submitting documents related to the initial approvals.
3) In the event of in-kind shares, the in-kind shares are evaluated at the expense of their providers through one or more financial advisors chosen or chosen by the authority from those accredited with it or from the bodies with technical and financial expertise on the subject of the evaluation that is approved by the authority, otherwise the evaluation is considered invalid. (List of auditors accredited to the Authority(
4)The Authority reviews the application for incorporation and notifies the Founders Committee of its comments on the application for incorporation and its documents. (The duration of the procedure with the Commission is (10) ten working days from the date of submitting the completed application or from the date of submission of the evaluator appointed by the Authority, his final report evaluating the in-kind shares, if any)
5)The Founders Committee must complete the deficiency or make the adjustments that the Commission deems necessary to complete the incorporation application within (15) fifteen working days from the date of notification, otherwise the authority may consider this a waiver of the incorporation request.
6)The authority sends a copy of the documents to the competent authority after completing them. (The duration of the procedure with the Commission is 10 working days from the date of completing the application)
7) A meeting is held between the authority and the competent local authority to study the application for incorporation and its documents. (The duration of the procedure is 10 working days from the date the documents are sent by the authority to the competent authority)
8) In the event that there are any notes to the competent authority, the authority shall notify the founders committee and complete the deficiency or amendment that the competent authority considers to complete the incorporation request within (10) ten working days from the date of informing the founders committee, otherwise the authority may consider this a waiver of the establishment request.
9) The SCA shall ensure that the application and all documents and notes are fulfilled and sends the amended copy to the competent authority. No data may be modified in the company's incorporation request after it has been submitted to the competent authority during any stage of incorporation, whether in the capital of the company or its purposes or the names of the founders therein or other data found in the incorporation request, and in the event of that occurring the matter is referred to the competent authority to take what it deems appropriate . (The duration of the procedure with the authority is 5 working days(
The second stage: before the public subscription
o The articles of association and articles of association of the notary public are authenticated by the founders.
Third stage: public subscription
1) The founders must start the subscription process in shares that are not less than (30%) and not more than (70%) of the issued company’s capital, before calling for an IPO in the rest of the company’s shares, and the founders may not subscribe to the shares offered for public subscription.
2)The company shall provide the Authority with documents that indicate that the founders have completed the subscription process
3)The authority issues approval for announcing the publication of the subscription prospectus, and publishing is carried out in two local daily newspapers, at least one of which is issued in the Arabic language, at least five working days before the start of the subscription. (The duration of the procedure with the authority is 5 working days)
4)The subscription shall be with the entity or entities authorized to do so in the country and determined by the Founders Committee in the prospectus, and the subscription may be made electronically according to what is determined by the authority in this regard.
5) Subscription is made according to an application (Guidance Form: Subscription Request - A-8) that includes data on the name of the company, its purpose, capital, subscription terms, name of the subscriber, address of country, profession, nationality, number of shares that he wants to subscribe to, and his pledge to accept the provisions of the company's articles of association and articles of association.
6) The subscription door must remain open for a period of no less than (10) working days and not exceeding (30) working days, if the subscription is not completely covered in the offered shares within the period specified for it, the founders committee may apply to the Authority to agree to extend the subscription period for a period Additional not to exceed (10) ten working days in the absence of a coverage contractor.
7) If the subscription exceeds the number of offered shares, the shares shall be distributed to subscribers in proportion to what they subscribed to or as specified by the prospectus and approved by the Authority, and the distribution shall be made to the nearest valid share.
8) It is permissible for the company upon its incorporation or upon increasing its capital to have one or more coverage contractors authorized by the Authority to cover the remaining subscription shares, and it may re-offer the subscribed shares in accordance with the conditions, controls and procedures issued by a decision of the Authority.
9)If the additional period elapses without all the shares offered for public subscription being covered and the founders have not subscribed to the maximum limit prescribed for them (30% -70%), they may subscribe for the remainder of the percentage prescribed to them, otherwise the decision issued by the authority to approve Incorporation null.
10) The entities authorized to receive the subscription after the closing of the subscription door shall allocate the shares to subscribers within a period not exceeding (5) five working days from the closing of the subscription door. Return the surplus sums paid by subscribers and the returns that resulted therefrom and for which no shares were allocated within a period not exceeding (5) five working days from the date the shares were allocated to subscribers.
11) After allotment, the company is obligated to send the shareholder register to the stock market in which the company's securities are to be listed.
12) The agency or entities that have been subscribed to shall retain the funds paid from subscribers and the proceeds resulting from the subscription amounts in shares for the account of the company under incorporation and may not be delivered to the company’s board of directors except after the authority issues the company’s establishment certificate and its registration in the commercial registry with the competent authority.
13) The Emirates Investment Authority has the right to subscribe to the shares of any public joint stock company established in the state and offer its shares for public subscription, not to exceed (5%) of the shares offered for public subscription, provided that its value is paid before the closing of the subscription door, with the Authority being provided with a statement. .
14) If the company has not been established, the Commission shall announce this to the public, and this announcement shall result in the recovery of the sums they paid within ten working days from the date of the announcement and the returns that resulted therefrom, and the founders are jointly responsible for fulfilling them as well as compensation when necessary.
The fourth stage: the founding announcement
1) The Founders Committee must invite the shareholders to hold the company's founding general assembly meeting within a period not exceeding (15) fifteen days from the closing date of the subscription. If the period elapses without the founders making this invitation, the authority shall invite the general assembly to convene at the expense of the company.
2) Unless the articles of association of the company specify a greater percentage, the quorum shall be achieved at a meeting of the Constituent General Assembly in the presence of shareholders who own or represent at least 50% of the company's capital. (5) Five days and not exceeding (15) fifteen days from the date of the first meeting, and the adjourned meeting is considered valid regardless of the number of attendees.
3) The meeting shall be presided over by one of the founders elected by the founding general assembly.
4) The decisions of the Constituent General Assembly are issued by a majority of the votes of the shareholders who own no less than three quarters of the shares represented in the meeting.
5) The agenda of the Constituent General Assembly must include the following issues
o The founders report on the company's incorporation procedures and the expenses they required.
o The founders' actions related to the company during the incorporation period.
o Approval of the incorporation of the company.
o Electing the members of the first board of directors in the event they are not appointed by the founders.
o Appointing auditors if they are not appointed by the founders.
o Appointment of members of the Internal Sharia Supervisory Committee and Sharia Monitor if the company operates in accordance with the provisions of Islamic Sharia in the event that they are not appointed by the founders.
o To approve the evaluation of the in-kind shares, if any.
6) The company’s board of directors shall within (10) ten working days from the date of the meeting of the constituent general assembly submit an application to the authority to issue a certificate of incorporation of the company in accordance with the documents stipulated in the fourth stage of submitting the documents related to the announcement of incorporation.
7) The authority issues a certificate of incorporation of the company (the duration of the procedure with the authority is 5 working days(
Fifth stage: registration with the competent authority and registration with the authority
1) The company’s board of directors must within (10) ten working days from the date of issuance of the certificate of incorporation by the company, to take the procedures for registering them with the competent authority.
2)The competent authority shall register the company in the commercial register and issue a commercial license to it within (5) five working days from the date of collecting the documents, paying the fees, and notifying the Authority with a copy of the commercial license.
3)The chairman of the company’s board of directors shall, within (5) five working days from the date of issuance of the commercial license to the commercial authority, notify the registrar of the incorporation certificate, the company's articles of association, articles of association and commercial license to register it in the company register and publish it at the company's expense.
The sixth stage: listing in the financial market
The board of directors of the company for which it offered shares in a public subscription within (15) fifteen working days from the date of its registration in the commercial registry with the competent authority, must list the company's shares in one of the licensed financial markets in the state by going to the financial market and submitting the application for listing in accordance with the established rules and regulations for listing At the authority and the financial market in which its shares will be listed (procedures for listing a local public joint stock company(
Transformation steps
First stage: initial approvals
1) Go to the Department of Economic Development (the competent authority) to obtain preliminary approval of the company's transformation into a public joint stock company, in accordance with the text of Article (113) of Commercial Companies Law No. 2 of 2015.
2) After obtaining the approval of the competent authority, the Founders Committee submits a request to the Authority to obtain the initial approval to convert into a public joint stock company, along with all the necessary documents stipulated in the first stage of submitting the documents related to the initial approvals.
3) In the event that there are in-kind shares, the in-kind shares are evaluated at the expense of their providers through one or more financial advisors chosen or chosen by the authority from those accredited to it or from the bodies with technical and financial expertise on the subject of the evaluation, which is approved by the authority. Otherwise, the evaluation is considered invalid, (a list of auditors Accounts accredited to the Authority). (The duration of the procedure with the authority is 10 working days)
The company must announce the transformation decision in two local daily newspapers published in the state, one of which will be in Arabic within (5) five working days from the date of the transformation decision, and also notify shareholders or partners and creditors with registered books. The announcement and notification of the shareholders, partners and creditors must include stipulation of the right of any of the company’s creditors, holders of loan or Sukuk bonds, and anyone interested in the shareholders or partners to object to the transfer at the company's headquarters.
The partner or shareholder who objected to the transfer decision may withdraw from the company and recover the value of his share or shares by request submitted to the company in writing within (15) fifteen days from the date of completion of publishing the transfer decision and the value of the shares or shares will be fulfilled according to their market or book value at the date of the transfer Which is more.
Shareholders or partners, the company's creditors, holders of loan or sukuk bonds, and anyone with an interest to object to the company within (30) thirty days from the date of the notification of the transfer decision, and a copy of the objection is submitted to the ministry or the authority and the competent authority, as the case may be, provided that the objector explains the object of his objection and the reasons on which he relies And the damage he claims to have been specifically caused by the transformation.
If the company is unable to settle the objections for any reason within a maximum period of (30) thirty days from the date of handing over the ministry or the authority and the competent authority, as the case may be, the objection copy may resort to the competent court.
4) The transfer decision remains suspended unless the objector waives his objection or the court decides to reject it by a final ruling, or the company pays the debt if it is current or provides sufficient guarantees to pay it if it is later.
5) If the transfer decision is not contested within the time specified in the announcement, this is considered a tacit approval of the creditors and shareholders of the transfer.
6) The Commission shall consider the application for transformation and notify the Founders Committee of its observations on the request for transformation and its documents. (The duration of the procedure with the Commission is (10) ten working days from the date of submitting the completed application or from the date of submission of the evaluator appointed by the Authority, his final report evaluating the in-kind shares, if any).
7) The Founders Committee must complete the deficiency or make the adjustments that the Commission deems necessary to complete the transfer request within (15) fifteen working days from the date of notification, otherwise the authority may consider this a waiver of the transfer request.
8)The authority sends a copy of the documents to the competent authority after completing them. (The duration of the procedure with the commission is 10 working days from the date of completing the application.
9) A meeting will be held between the authority and the competent local authority to study the request for the transfer and its documents. (The duration of the procedure is 10 working days from the date the documents are sent by the authority to the competent authority(
10) In the event that there are any notes to the competent authority, the authority will notify the founders committee and complete the deficiency or amendment that the competent authority considers to complete the transfer request within (10) ten working days from the date of informing the founders committee, otherwise the authority may consider this a waiver of the transfer request.
11) The Commission will ensure that the application and all documents and notes are met and sends the amended copy to the competent authority. It is not permissible to amend any data in the company’s transfer request after submitting it to the competent authority during any stage of the transformation, whether in the capital of the company or its purposes or the names of the founders thereof or other data in the transfer request. (Duration of the procedure with the Commission (5 working days(
The second stage: before the public subscription
The articles of association and articles of association are notarized by the notary public by the founders.
Third stage: public subscription
1) The founders must start the subscription process in shares that are not less than (30%) and not more than (70%) of the issued company’s capital, before calling for an IPO in the rest of the company’s shares, and the founders may not subscribe to the shares offered for public subscription.
2) The founders wishing to sell a percentage of their share in the capital of the company wishing to convert to a public joint stock company must specify in the application submitted to the body the percentage of sale and the number of shares, bearing in mind that this percentage does not exceed (30%) of the company's capital.
3)The company shall provide the Authority with documents that indicate that the founders have completed the subscription process.
4) The Authority issues approval for the announcement of the publication of the prospectus, and the publication shall take place in two local daily newspapers published in the Arabic language at least five working days before the subscription begins. (The duration of the procedure with the authority is 5 working days)
5) The subscription shall be with the entity or entities authorized to do so in the country and determined by the Founders Committee in the subscription prospectus, and the subscription may take place electronically according to what the Authority determines in this regard.
6) Subscription is made according to an application (Guidance Form: Subscription Request B-1-8) that includes data on the name of the company, its purpose, capital, subscription terms, name of the subscriber, country address, profession, nationality, number of shares that he wants to subscribe to, and his pledge to accept the provisions of the company's articles of association and articles of association.
7) The subscription shall remain open for a period of not less than 10 working days and not exceeding 30 working days, if the subscription is not completely covered in the offered shares within the specified period, the founding committee may apply to the Authority to agree to extend the subscription period for an additional period not to exceed ( 10) Ten working days in the absence of a coverage contractor.
8) If the subscription exceeds the number of offered shares, the shares shall be distributed to subscribers in proportion to what they subscribed to or as specified by the prospectus and approved by the Authority, and the distribution shall be made to the nearest valid share.
10) The company may, upon its incorporation or upon increasing its capital, have one or more coverage undertakers accredited by the Authority to cover the remaining subscription shares, and it may re-issue the subscribed shares in accordance with the conditions, controls and procedures issued by a decision of the Authority.
If the additional period elapses without all the shares offered for public subscription being covered and the founders have not subscribed to the maximum prescribed for them (30% -70%), they may subscribe to the remainder of the prescribed percentage for them, otherwise the decision issued by the authority to approve Incorporation is null.
11) Authorities authorized to receive subscription after closing the subscription door must allocate shares to subscribers within a period not exceeding (5) five working days from the closing of the subscription door. Return the surplus sums paid by subscribers and the returns that resulted therefrom and for which no shares were allocated within a period not exceeding (5) five working days from the date the shares were allocated to subscribers.
12) After allotment, the company is obliged to send the shareholder register to the stock market in which the company's securities are to be listed.
13) The entity or entities that have been subscribed to shall retain the funds paid from subscribers and the proceeds resulting from the subscription amounts in shares for the account of the company under incorporation and may not be delivered to the company’s board of directors except after the authority issues the company’s establishment certificate and its registration in the commercial register with the competent authority.
15) The Emirates Investment Authority has the right to subscribe to the shares of any public joint stock company established in the state and offer its shares for public subscription, and that does not exceed (5%) of the shares offered for public subscription, provided that its value is paid before the closing of the subscription door, with the Authority being provided with a statement. .
16) If the company has not been established, the Commission shall announce this to the public. This announcement shall result in the recovery of the sums they paid within ten working days from the date of the announcement and the returns that resulted therefrom, and the founders are jointly responsible for fulfilling them as well as compensation when necessary.
The fourth stage: the establishment announcement
1) The Founders Committee must invite the shareholders to hold the company's founding general assembly meeting within a period not exceeding (15) fifteen days from the closing date of the subscription. If the period elapses without the founders making this invitation, the authority shall invite the general assembly to convene at the company's expense.
2) Unless the articles of association of the company specify a greater percentage, the quorum is achieved at a meeting of the Constituent General Assembly in the presence of shareholders who own or represent at least 50% of the company’s capital, and if the quorum is not available, the meeting is postponed so that the general assembly is held after a period of no less than (5) Five days and not exceeding (15) fifteen days from the date of the first meeting, and the adjourned meeting is considered valid regardless of the number of attendees.
3) The meeting shall be presided over by one of the founders elected by the founding general assembly.
4) The decisions of the Constituent General Assembly are issued by a majority of the votes of the shareholders who own no less than three quarters of the shares represented in the meeting.
5) The agenda of the Constituent General Assembly must include the following issues:
The founders report on the company's incorporation procedures and the expenses they required.
The founders' actions related to the company during the incorporation period.
Approval of the incorporation of the company.
Election of the first members of the Board of Directors in the event they are not appointed by the founders.
Appointing auditors in case they are not appointed by the founders.
Appointment of members of the Internal Sharia Supervisory Committee and Sharia Supervisor if the company operates in accordance with the provisions of Islamic Sharia in the event that they are not appointed by the founders.
Approving the evaluation of the in-kind shares, if any.
6) The company’s board of directors shall within (10) ten working days from the date of the meeting of the constituent general assembly submit an application to the authority to obtain a certificate of incorporation of the company in accordance with the documents stipulated in the fourth stage of submitting the documents related to the announcement of incorporation.
7) The authority issues a certificate of incorporation of the company (the duration of the procedure with the authority is 5 working days).
Fifth stage: registration with the competent authority and registration with the authority
1) The company’s board of directors must within (10) ten working days from the date of issuance of the certificate of incorporation of the company to the company to take its registration procedures with the competent authority.
2) The competent authority shall register the company in the commercial register and issue a commercial license to it within (5) five working days from the date of collecting the documents, paying the fees, and notifying the Authority with a copy of the commercial license.
3) The chairman of the company’s board of directors shall, within (5) five working days from the date of the issuance of the commercial license to the commercial authority, notify the registrar of the foundation certificate, the company’s articles of association, articles of association and commercial license to register it in the company register and publish it at the company’s expense.
The sixth stage: listing in the financial market
The board of directors of the company for which it offered shares in a public subscription within (15) fifteen working days from the date of its registration in the commercial registry with the competent authority, must list the company's shares in one of the licensed financial markets in the state by going to the financial market and submitting the application for listing in accordance with the established rules and regulations for listing At the authority and the financial market in which its shares will be listed (procedures for listing a local public joint stock company).
Steps of transformation with the price-building mechanism:
First stage: initial approvals
1) Obtaining the initial approval of the competent authority to convert into a public joint stock company.
2) The Founders Committee submits a request to obtain the initial approval of the Securities and Commodities Authority to convert the company into a public joint stock company by means of the price construction mechanism, along with all the necessary documents stipulated in the first stage of submitting the documents related to the initial approvals (first stage documents).
3) The company must announce the transformation decision in two local daily newspapers published in the state, one of which will be in Arabic within (5) five working days from the date of the transformation decision, and also notify shareholders, partners and creditors with registered books. The announcement and notification of the shareholders, partners and creditors must include stipulation of the right of any of the company’s creditors, holders of loan or Sukuk bonds, and anyone interested in the shareholders or partners to object to the transfer at the company's headquarters.
• The partner or shareholder who objected to the transfer decision may withdraw from the company and recover the value of his share or shares by an application submitted to the company in writing within (15) fifteen days from the date of completion of publishing the transfer decision and the value of the shares or shares will be fulfilled according to their market or book value at the date Transformation whichever is more.
• Shareholders, partners, creditors of the company and holders of loan or sukuk bonds and every interested party may object to the company within (30) thirty days from the date of notification of the transfer decision, and a copy of the objection is submitted to the ministry or the authority and the competent authority, as the case may be, provided that the objector explains the object of his objection and the reasons on which he relies To it and the damage he claims to have been specifically caused by the transformation.
• If the company is unable to settle the objections for any reason within a maximum period of (30) thirty days from the date of handing over the ministry or the authority and the competent authority, as the case may be, the copy of the objection may resort to the competent court.
• The transfer decision remains suspended unless the objector waives his opposition or the court decides to reject it by a final ruling, or the company pays the debt if it is current or provides sufficient guarantees to pay it if it is later.
4) If the transfer decision is not objected to within the time specified in the announcement, this is considered a tacit approval of the creditors and shareholders of the transfer.
5) The Commission shall consider the application for transformation and notify the Founders Committee of its observations on the request for transformation and its documents. (The duration of the procedure with the Authority is (10) ten working days from the date of submitting the completed application or from the date of submission of the evaluator appointed by the Authority, his final report evaluating the in-kind shares, if any).
6) The Founders Committee must complete the deficiency or make the adjustments that the Commission deems necessary to complete the transfer request within (15) fifteen working days from the date of notification, otherwise the authority may consider this a waiver of the transfer request.
7) The authority sends a copy of the documents to the competent authority after completing them. (The duration of the procedure with the commission is 10 working days from the date of completing the application.
8) A meeting will be held between the authority and the competent local authority to study the transfer request and its documents. (The duration of the procedure is 10 working days from the date the documents are sent by the authority to the competent authority)
9) In the event that there are any notes to the competent authority, the authority will notify the founders committee and complete the shortage or make the adjustments that the competent authority considers to complete the transfer request within (10) ten working days from the date of informing the founders committee, otherwise the authority may consider this a waiver of the transfer request.
10) The SCA shall ensure that the application and all documents and notes are fulfilled and send the amended copy to the competent authority. No data may be modified in the company’s transfer request after it has been submitted to the competent authority during any stage of the transformation, whether in the capital of the company or its purposes or the names of the founders thereof or other data in the transfer request, and in the event that this occurs the matter is referred to the competent authority to take what it deems appropriate. (Duration of the procedure with the Commission (5 working days)
The second stage: before the public offering
1) The articles of association and articles of association are notarized by the notary public by the founders.
2)The founders shall provide the Authority with a list of qualified investors who have been invited to the stage of educational meetings on the evaluation of the company and carried out by the accredited body for the purposes of evaluation, as well as provide it with a report on the results of the attendance of eligible investors for these meetings.
3)After the end of the meetings and investing education stage, the company is obligated to provide the Authority with the results of a study and analysis of the views of qualified investors and the decision taken by the company in cooperation with the management and supervision company regarding setting the price range of the paper in question.
4)The issuing party is obliged to obtain the approval of the commission and the consent of the contracting authority for the purposes of evaluation in case it wishes to announce the results of its studies and financial analyzes to the public.
The third stage: public offering
1)The founders must start the subscription process in shares that are not less than (30%) and not more than (70%) of the issued company’s capital, before calling for an IPO in the rest of the company’s shares, and the founders may not subscribe to the shares offered for public subscription.
2) The founders wishing to sell a percentage of their share in the capital of the company wishing to convert to a public joint stock company must specify in the application submitted to the body the percentage of sale and the number of shares, bearing in mind that this percentage does not exceed (30%) of the company's capital.
3)The company shall provide the Authority with documents that indicate that the founders have completed the subscription process.
4)The authority issues approval for the announcement of the publication of the prospectus, and the publication shall take place in two local daily newspapers published in the Arabic language at least five working days before the subscription begins. (The duration of the procedure with the authority is 5 working days)
5)The subscription shall be with the entity or entities authorized to do so in the country and determined by the Founders Committee in the subscription prospectus, and the subscription may take place electronically according to what the Authority determines in this regard.
6)Subscription is made according to an application (Guidance Form: Subscription Request B-1-8) that includes data on the name of the company, its purpose, capital, subscription terms, name of the subscriber, country address, profession, nationality, number of shares that he wants to subscribe to, and his pledge to accept the provisions of the company's articles of association and articles of association.
7)The issuing party is committed to offering a minimum of 20% to individual investors and a minimum of 60% to eligible investors from the securities offered for public subscription.
8)The issuing party may allocate what is not covered from the quota offered to individual investors to eligible investors, within the limits of requests submitted by qualified investors.
9)In the event that qualified investors do not cover the 60% rate represented by the minimum stipulated above, and / or in the event that the shares of eligible investors from banks, financial institutions, investment funds and / or other specialized companies are not representative of the majority Shares used when calculating the offering price of a security.
10)The subscription is canceled according to the method followed by this decision, and the issuing party in cooperation with the receiving bodies of the subscription shall return the amounts received from the investors for the purpose of the subscription in addition to the returns calculated on those amounts from the date of their receipt until the date of reimbursement to the investors, provided that the date of the refund does not exceed a period of (5) Five days from the closing date of the subscription.
11)In the event that the offering is not successful in any of its stages according to the method used in this decision, the issuing party may not submit to the Authority a new application for the same purpose before the expiry of a period of (6) six months from the date of issuance of the Authority’s letter that the offering process has ended in accordance with this decision.
12)Individual investors 'subscription applications may be received at the same time as the qualified investors' subscription applications. Subscription requests may also be received in two phases, the first stage for qualified investors, followed by the second stage for individual investors, in which case the price of the security is determined in light of the results of the subscriptions of qualified investors, and the issuing party must announce this price before the start of the subscription period for individual investors to be subscribed. According to him and as specified in the prospectus.
13)The subscription door must remain open for a period of no less than 10 working days and not more than 30 working days, if the subscription is not completely covered in the shares offered within the specified period, the founders committee may apply to the Authority to agree to extend the subscription period for an additional period not to exceed ( 10) Ten working days in the absence of a coverage contractor.
14)The record of subscription orders is built through subscription applications submitted by qualified investors only, and when building the record of subscription orders, the shares of qualified investors from banks, financial institutions, investment funds and / or other specialized companies must be representative of the majority of shares. Used when calculating the offering price of the security in question.
15)If the subscription exceeds the number of offered shares, the shares shall be distributed to subscribers in proportion to what they subscribed to or as specified by the prospectus and approved by the Authority, and the distribution shall be made to the nearest valid share.
16)It is permissible for the company upon its incorporation or upon increasing its capital to have a coverage contractor or more than one accredited by the authority to cover the remaining subscription shares, and he may re-offer his subscribed shares according to the conditions, controls and procedures issued by a decision of the authority.
17)If the additional period elapses without all the shares offered for public subscription being covered and the founders have not subscribed to the maximum limit prescribed for them (30% -70%), they may subscribe to the remainder of the prescribed percentage for them, otherwise the decision issued by the authority to approve Incorporation is null.
18)The issuing party, in cooperation with the accredited entity for the purposes of management and oversight of the IPO, determines the price of the security, after analyzing the record data for IPO orders in the offered securities, and according to the allocation mechanism disclosed in the IPO.
19)The founding committee is obliged to provide the Authority with a statement of the final price of the security and its detailed method of calculation in light of the outcome of building a record of eligible investor subscription orders only and as specified in the prospectus.
20)The issuing party shall provide the Authority with the final prospectus of the offering specifying the price of the security, provided that this prospectus is approved by the company and the contracting party for the purposes of management, supervision and underwriting auditor.
21)The entities authorized to receive the subscription after the closing of the subscription door must allocate shares to subscribers within a period not exceeding (5) five working days from the closing of the subscription door. Return the surplus sums paid by subscribers and the returns that resulted therefrom and for which no shares were allocated within a period not exceeding (5) five working days from the date the shares were allocated to subscribers.
22)The allocation is made for individual investors in accordance with the provisions of the Companies Law at the price that was reached, and the specified price for individual investors may be reduced from the price set for qualified investors and in accordance with the allocation mechanism disclosed in the prospectus.
23)After privatization, the company is obliged to send the shareholders ’record to the stock market in which the company’s securities are to be listed. After the authority issues the company’s establishment certificate and its registration in the commercial registry with the competent authority.
24)The Emirates Investment Authority has the right to subscribe to the shares of any public joint stock company established in the state and offer its shares for public subscription, not to exceed (5%) of the shares offered for public subscription, provided that its value is paid before the closing of the subscription door, with the Authority being provided with a statement. .
25)If the company is not established, the Commission shall announce this to the public, and this announcement shall result in the recovery of the sums they paid within ten working days from the date of the announcement and the returns that resulted therefrom, and the founders are jointly responsible for their fulfillment as well as compensation when necessary.
The fourth stage: the founding announcement
1) The Founders Committee must invite the shareholders to hold the company's founding general assembly meeting within a period not exceeding (15) fifteen days from the closing date of the subscription. If the period elapses without the founders making this invitation, the authority shall invite the general assembly to convene at the company's expense.
2)Unless the articles of association of the company specify a greater percentage, the quorum shall be achieved at a meeting of the Constituent General Assembly in the presence of shareholders who own or represent at least 50% of the company's capital. (5) Five days and not exceeding (15) fifteen days from the date of the first meeting, and the adjourned meeting is considered valid regardless of the number of attendees.
3)The meeting shall be presided over by one of the founders elected by the founding general assembly.
4) The decisions of the Constituent General Assembly shall be issued by a majority of the votes of the shareholders who own no less than three quarters of the shares represented in the meeting.
5)The agenda of the Constituent General Assembly must include the following issues:
• The founders' report on the company's incorporation procedures and the expenses they required.
• The founders' actions related to the company during the incorporation period.
• Approval of the incorporation of the company.
• Election of the first members of the Board of Directors in the event they are not appointed by the founders.
• Appointing auditors if they are not appointed by the founders.
• Appointing members of the Internal Sharia Supervisory Committee and Sharia Supervisor if the company operates in accordance with the provisions of Islamic Sharia in the event that they are not appointed by the founders.
• Approving the evaluation of the in-kind shares, if any
6) The company’s board of directors shall within (10) ten working days from the date of the meeting of the constituent general assembly submit an application to the authority to issue a certificate of incorporation of the company in accordance with the documents stipulated in the fourth stage of submitting the documents related to the incorporation announcement
7)The authority issues a certificate of incorporation of the company. (The duration of the procedure at the authority is 5 working days).
Fifth stage: registration with the competent authority and registration with the authority
1) The company’s board of directors must within (10) ten working days from the date of issuance of the certificate of incorporation of the company to the company to take its registration procedures with the competent authority.
2)The competent authority shall register the company in the commercial register and issue a commercial license to it within (5) five working days from the date of collecting the documents, paying the fees, and notifying the Authority with a copy of the commercial license.
3) The chairman of the company’s board of directors shall, within (5) five working days from the date of the issuance of the commercial license to the commercial authority, notify the registrar of the foundation certificate, the company’s articles of association, articles of association and commercial license to register it in the company register and publish it at the company’s expense.
The sixth stage: listing in the financial market
1)The board of directors of the company for which it offered shares in a public subscription within (15) fifteen working days from the date of its registration in the commercial register with the competent authority must list the company's shares in one of the licensed financial markets in the state by going to the financial market and submitting the application for listing in accordance with the rules and regulations Listed by the Authority and the financial market in which its shares will be listed (Procedures for listing a local public joint stock company).