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Public Joint Stock Company


(PJSC)


j × ny Company whose Capital is
divided into Transferable Shares of
Equal Value. The Liability of each
Shareholder is limited to the Value
of the shares to which he has
subscribed´ ( rt. 64 CCL)
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j ny Company
j Capital must be divided into EQU L V LUE
j Shares are TR SFER LE
j The Liability of each Shareholder is LIMITED
j Liability of Shareholder is limited to the value
of shares to which he has SUSCRIED
G 

 
j share is the interest of a Share-
Holder in a Company

j The Capital of a Company is


divided into certain indivisible Units
of a Fixed mount, these UITS
are called SH RES
j SH RES means Share in the
Share Capital of a Company.

j share is evidence by a SH RE
CERTIFIC TE
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jShare Capital is a C PIT L


R ISED by a Company by
ISSUE of Shares
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j The ame of the PJSC should be
derived from its activities or Objects.
The term ×Public Joint Stock´ must
be added to the company name ( rt.
65 CCL).
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j PJSC can be incorporated only by an
EMIRI DECREE, therefore, founders
are not free to draw up the Company¶s
Statutes.
j The specimen may OT be changed
without the approval of the Minister ( rt.
68)
    
 
  

  


j The Statutes and rticles of
ssociation must be identical to the
specimen issued and published as
Ministerial Decision (y Law o. 64
of 1989)
   

j The members/shareholders of the
company can be many and not
necessarily known to each other.
j Death or ankruptcy of one or more
members has no effect on the duration
of the Company
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j The Capital of the PJSC is divided into
Transferable Shares and the Liability of
Members/Share Holders is, contrary to
partnerships, PROPORTIO TE to the
value of the Shares owned by them ( rt.
64 CCL)
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THE FOUDERS
j The Founders are those persons who
sign the initial Statutes and rticles of
ssociation with the intent to assume
the Liability arising there from. Unless
there are at least TE FOUDERS, the
incorporation of the can not be licensed.
a  

j The founders should prepare


between them (a) the Statutes and
(b) rticles of Incorporation in
accordance with the specimen,
published as × L ´ (64 of 1989)
a 
  

    

1. The name of the Company and its
Head office
2. The duration of the Company
3. The Object of the Company
4. The names of the Founders, their
Places of residence, professions &
ationalities
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5. The amount of the Capital, number of
Shares into which the capital is
divided, the nominal value of each
share and its kind.
j The Minimum capital of a PJSC is
ED 10,000,000.

 
  

6. Statement of each share in kind,


name of the subscriber, the special
conditions thereto and the liens and
preferential rights imposed on the
shares
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Ë. statement of the approximate


expenses, wages and costs undertaken
to be paid by the company for its
incorporation.
8. n undertaking by the founders to
finalize incorporation formalities.
    
fter agreeing and signing the statutes
and rticles of Incorporation, the
founders have to follow up the
registration formalities with the
Competent uthority in the Emirate
where the company is being
incorporated ( rt. Ë1)


  " 
j If the Competent uthority
approves the application, it will
issue the decision to licence the
incorporation of the company.
a 

j The subscription formalities for the
company shares shall start within
15 days from the date of the
decision of the Competent uthority
to incorporate the Company ( rt.
Ë6).
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j Invitation shall be printed in Two
Local daily newspapers published
in the rabic Language at least
Five Days before the
commencement of the Subscription
( rt. ËË).
  
    
 


  $  
 


     




1. Statement that the founders have paid the


required percentage of the value of the
shares subscribed by them.
2. The Maximum number of shares that may
be subscribed by each person.
3. The number of shares required to be
held to qualify for membership of the
oard of Directors.
4. Date, place and conditions of
subscription.
5. Percentage of shares owned by ationals
and the conditions of the disposal thereof.

 

 
  
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6. ny other matters affecting the rights or


obligations of the shareholders.

The founders should sign the


prospectus and will be jointly liable for
the accuracy of the particulars
mentioned therein.

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j efore publishing a prospectus


inviting subscription for shares,
founders must themselves subscribe
to a Minimum of 20% and a
Maximum of 45% of the SH RE
C PIT L of the company ( rt. Ë8)
1. The subscription should be open to the
Public for a period of not less than 10
days and not more than 90 days
during which all shares, after
deducting founders¶ shares, have to be
offered for subscription.
2. The Company will not be incorporated
unless all its shares are fully subscribed
to.
  
 



3. If the subscription is not completed within


the prescribed limit of time, the founders
may, by decree of the Competent
uthority, extend the subscription for a
period not exceeding 30 days, provided
that the Ministry is notified of the
Competent uthority¶s decree in this
regard ( rt. 82)
Π#       
  


 
4. Even after extension to time the shares
being not subscribed by the public, the
founders may revoke the incorporation
of the company, or, subject to the
approval of the Minster, either reduce
the capital or subscribe to the remaining
unsubscribed shares themselves ( rt.
83).
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Π# 
5. If the incorporation of the company
is revoked, the founders will be
jointly liable for the return of the
paid-up value of the shares to the
subscribers ( rt. 84).
      

j If the subscription exceeds the number


of shares offered, the shares shall be
allocated to the subscribers in
proportion to the number of shares for
which they have subscribed.




 
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j llocation shall be made up to the
nearest complete share, provided that
none of the shareholders, as a result of
the allocation, should be deprived of
participating in the company irrespective
of the number of shares subscribed to
( rt. 85).
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a  
  

j Once the capital has been fully


subscribed to, the founders must, within
30 days from the closing date of the
subscription, convene the subscribers to
attend a Constitutive General Meeting
( rt. 88).
a   
     
  

1. Consideration of the report of the


founders dealing with the process of
incorporation and the expenses
involved;
2. Election of the First oard of Directors
and ppointment of the company¶s
uditors;
3. pproval of the evaluation of shares
contributed in kind;
4. Declaration that the company has
been finally incorporated.

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j During the registration period and while
the incorporation formalities are being
implemented the company is
considered to have a corporate
personality necessary for the purposes
of implementing this procedure ( rt. Ë2).
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j The company will be bound by the


actions of the founders and shall bear
the consequences and costs thereof
during this period, provided that the
incorporation of the company is legally
completed.
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j Public Joint Stock Company is


Managed by a oard of Directors.

j The rticles of ssociation shall specify


the method of its Composition, the
umber of its members and their Term
of membership.
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j The number of its Members may


not be less than Three (3) and not
more than Fifteen (15) Directors
( rt. 95).
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Directors are appointed at the ordinary
General meeting by secret ballot.
However, as an exception, the
founders may appoint from amongst
them the First oard of Directors.
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The oard should be appointed for a


period not more Three years. Unless
the statutes provide otherwise, a
Director may be appointed for more
than one term ( rt. 96) .
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  !
  

j The CCL stipulates that the


Majority of the members of the
oard shall be U E ationals ( rt.
100).
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j member of the board, further, must


not be convicted of a crime of Honor or
reach of Trust unless he has been
pardoned by the Competent uthorities.
j person may not be a Director,
whether in his personal capacity or as a
representative of a corporate entity, in
more than Five PJSCs whose main
offices are in the U E ( rt.98).
j He can not be a Chairman or a Vice
chairman of more than two companies
whose main offices are in the U E;

j He can not be an Executive managing


director of more than one company
whose main office is in the U E.
         
  
j The oard (OD) will have the full
powers for the management of the
company and for the carrying out of
activities necessary for the fulfilment of
its objects.
   
j Except such matters which are
expressly reserved by the Commercial
Companies Law or the rticles of
Incorporation of the company to the
general meeting (e.g., approval of the
annual accounts, amendment of the
statutes).
  
      
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1. Concluding loans for periods exceeding
three years.
2. Selling or mortgaging the company's
real estate or store.
3. bsolving company debtors of their
commitments toward the company.
4. Conducting a conciliation or agreeing
to rbitration.
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The company is bound by transactions


entered into by its oard of Directors
performed within its competence ( rt.
110).
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(i) Director cannot be involved in any
activities on his own, or on behalf of a
third party, similar to the activities
carried out by the company.
(ii) company cannot offer a loan
to, or guarantee the loan of, a
Director.
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(iii) Director with a conflicting interest in a


proposed contract with the company must
declare his interest to the oard and is
forbidden to vote in connection therewith;
if he is entering into a contract himself with
the company it must be ratified by the
shareholders ( rt. 109).
     #

j The directors shall be liable towards the


company, the shareholders and third
parties for: (a) all acts of fraud, (b)
abuse of authority and (c) any violation
of the Law or the company's rticles of
Incorporation as well as
mismanagement.
&'
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j The company shall have the
right to initiate proceedings
against the oard of Directors
claiming damages suffered by
the shareholders caused by
faults of the oard.
    
      

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j ny shareholder may independently


initiate proceedings when the company
fails to do so if the fault had caused a
particular damage to him as a
shareholder, provided that he notifies
the company of his intention to initiate
proceedings.
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j t the General Meeting, the


shareholders may, even if stipulated
otherwise in the company's rticles of
Incorporation, dismiss all or some of the
members of the oard of Directors ( rt.
116).
Π%  +, 

j If a member of the board of directors


has been dismissed, he may not be re-
nominated for membership of the board
before the expiry of three years from the
date of adoption the dismissal resolution
( rt. 11Ë).
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j The Directors may be paid


collectively as remuneration fixed
annual sum resolved upon at the
general meeting.
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j The remuneration must not exceed 10%


of the net profit after deducting the
depreciation, the reserve and the
distribution of a dividend of not less than
5% of the capital to the shareholders
( rt. 118).