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Limited Liability Company Abu Dhabi

Article (218) of Federal law No. (8) concerning commercial companies has defined the limited liability company as that in which the number of partners may not exceed fifty and should not be less than two. Each partner should, only be liable up to the extent of his share in the capital, and partner's participation
should not be represented by negotiable deeds. In case the number of partners is more than seven, a supervisory board should be formed of three partners at least to supervise the company operation and manager.

Article (220) prohibited a limited liability company from practicing certain activities such as insurance, banking and investment of funds for the account of others

Whereas Article (227) fixed the capital of a limited liability company to be not less than Dhs.150 thousand and formed of equal shares of a minimum value of one thousand Dirhams each

However, a share should not be divisible, whereas the cash and kind shares should be distributed among all partners, and the value of each share should be fully paid up at the time of incorporation. Profits or tosses should also be equally divided among them unless, it is otherwise provided in the company memorandum. This means, that the profits or losses may be distributed according to rates that differ from those of sharing in the capital

A limited liability company should be represented by one manager or more to be selected from among the natural partners, whether from inside or outside the company providing that they should not be more than five

In case the company memorandum did not specify the managers responsibilities, they may have the largest scope of powers

According to the provision of article (244) of the law, a limited liability company should have a general assembly formed of all partners. It may also be provided that the company may have a board of directors as well

A limited liability company should have its own trade name derived from its purpose, or formed of the name(s) of a partner(s), or any other innovated name

All partners should be committed to fulfill payment of the company capital at the time of incorporation. This must be proved by a bank certificate, certifying that the company capital has been fully paid up. Each of the partners should, however, be only liable up to the extent of his share in the capital

In case of loss and insufficient assets to fulfill the company obligations, or if the partners were reluctant to cover such a loss, the company should be dissolved and liquefied. Upon liquidation, the accrued amount should be distributed to fulfill the company debts. However, no partner should be liable for the company obligations in all his own assets, unless otherwise a partner has guaranteed to fulfill certain debts; loans or any other facilitating on behalf of the company toward the bank or any other third party according to a personal guarantee instrument. The memorandum of a limited liability company should include the following particulars

Name; nationality; profession and address of each partner - The company name; purpose; lifetime; headquarters; capital and terms of increase or decrease - Terms of share assignment - Management - Name(s) and capacities of the manager(s) - Terms of the general assembly convention; term in office; and terms of decision - taking - Terms of memorandum amendment - Partner entry & exit - Fiscal year - Notifications