Conversion To a Public Joint Stock Company.
For inquiries call us at
800 SCAUAE (722823)
07:30 AM - 02:30 PM
The Securities and Commodity Authority is the body responsible in the UAE for licensing public shareholding companies after meeting the requirements of UAE Trading Companies Law and SCA requirements and that is according to Pursuant to the resolution of the Ministerial Council for Services no. (3/3) of the year of 2007, session no. (1) Concerning authorization of the Securities & Commodities Authority to handle all the founding applications of the public joint-stock companies. Accordingly, the SCA is authorized to verify that all respective requirements have been implemented, subsequently approving and supervising them.
Issuance and Disclosure Department
Public Joint Stock Companies
55 Working Day
Service steps & procedures
- 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)
- 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.
- Pay the following fees to SCA ( Time for the procedure at SCA is 10 working days)
- 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.
- 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)
- 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)
- 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)
- 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.
- 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.
- 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).
- 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)
- 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.
- 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.
- Allocation and refund of excess amounts shall take place within (15) days as of the closing date of Offer.
- The company shall be liable to publish details of the Founding General Assembly by the allocation notice served to subscribers.
- The company, after allocation, shall be liable to send the shareholders' ledger to the exchange market planned to list the company shares therein.
- 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.
- 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 incorporatio
- 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)
Requirements & Documents
check service steps and procedures