Federal Law No. (8) of 1984
General Provisions
ARTICLE1	ARTICLE12
ARTICLE2	ARTICLE13
ARTICLE3	ARTICLE14
ARTICLE4	ARTICLE15
ARTICLE5	ARTICLE16
ARTICLE6	ARTICLE17
ARTICLE7	ARTICLE18
ARTICLE8	ARTICLE19
ARTICLE9	ARTICLE20
ARTICLE10	ARTICLE21
ARTICLE11	ARTICLE22
ARTICLE 1 In implementation of the provisions of this Law, the following terms and words shall have the meaning indicated opposite each of them: The State : The State of the United Arab Emirates. The Ministry : Ministry of Economy and Commerce. The Minister : Minister of Economy and Commerce. The Competent Authority : The competent local authority in the respective emirate. The Agent The individual holding the nationality of the State or the private corporate entity incorporated in the State wholly owned by UAE national individuals.
ARTICLE 2 The provisions of this Law shall apply to commercial companies incorporated or having their centers of activity within the State. Every company incorporated in the State should have its domicile therein. However, the provisions of this Law shall not apply to those companies incorporated in the UAE Free Zones whenever certain provision is provided in their special Rules & Regulations. Yet, such companies shall exceptionally acquire the UAE nationality as per the provision of the law. Except acquisition of the UAE nationality, and whenever certain provision is provided in their own letters of incorporation and articles of association, the provisions of this law shall not apply to oil companies operating in the fields of oil exploration, exploitation, marketing and transportation. They shall also not apply to companies operating in the fields of electric power generation, gas production, water desalination and all associated activities such as transportation, distribution and so on. They shall further not be applicable in case of certain companies, which may be excepted from the provisions of this law by virtue of a relevant decree issued by the UAE Council of Ministers.
ARTICLE 3 Every company incorporated in the State shall hold its nationality, but that does not necessarily lead to its being entitled to privileges reserved to nationals.
ARTICLE 4 A company is a contract by which two or more persons undertake to participate in an economic project, intended to make profits, either by providing a share of funds or effort and to divide the profits or losses arising from the project between them. In implementation of the preceding Paragraph, the term 'economic project" shall include every commercial, financial, industrial, agricultural, real estate or any other type of economic activity.
ARTICLE 5 A company incorporated in the State must adopt one of the following types. General Partnership. Simple Limited Partnership. Joint Participation (Venture). Public Joint Stock Company. Private Joint Stock Company. Limited Liability Company. Partnership United with Shares.
ARTICLE 6 Any company that does not adopt any of the types referred to in the preceding Article shall be considered void. The individuals who conclude contracts on its behalf shall be personally and jointly liable for the obligations arising from these contracts. The provisions of this Law shall remain applicable to a company, even though it may operate under any other name, as long as they govern its practiced activity.
ARTICLE 7 Companies, in which the State or any other public entity owns a share of the capital, irrespective 01 its amount, must be incorporated as a public joint stock company. If the Stale or the Public entity acquires a share in an existing company, such company must be converted to a public joint stock company.
ARTICLE 8 With the exception of joint participation (venture), the company memorandum and any amendments thereof must be written in the Arabic language and legalized by the competent official authority; otherwise, the memorandum or its amendments shall be void. Partners may plead invalidity arising from the failure to transcribe or to legalize the contract towards one another, but they may not claim this towards third parties who may claim such invalidity towards the partners.
ARTICLE 9 If a judgment is decreed invalidating the company at the request of a third party, the company shall then be considered invalid as far as such third party is concerned. The persons who concluded the contract with this third party on behalf of the company shall be personally and jointly liable by the liabilities arising from this contract. However, if the judgment concerning the invalidity is decreed at the request of one of the partners, the invalidity shall only be effective from the date it is decreed. In all cases, the provisions of the memorandum shall be applied to the liquidation of a company decreed invalid and the settlement of the entitlements of the partners towards one another.
ARTICLE 10 In the event of dispute between the partners, testimony to prove a matter invariance or in excess of the stipulations in the company memorandum shall be inadmissible.
ARTICLE 11 With the exception of a joint participation, a company memorandum and any amendment thereto has to be registered in the Commercial Register. Procedures of registration in the said Register shall be specified in a ministerial decree to be issued after consultation with the competent authorities in the respective emirate. If a memorandum is not registered in the said manner, it shall not be valid towards third parties. When the failure to register concerns one or more of the particulars that have to be registered, these particulars only shall be invalid towards third parties. The company managers or members of its board of directors shall be jointly liable for indemnifying any damages that might occur to the company or to third parties as a result of such a failure to register.
ARTICLE 12 With the exception of a joint participation, a company shall not have a corporate personality and shall not be allowed to perform its business unless it is registered in the Commercial Register. The Official Certificate issued shall be published in the Special Bulletin issued by the Ministry. All businesses and transactions performed on behalf of the company by individuals before its registration shall be their joint liability. However, during the incorporation period, the company shall have a corporate personality up to the extent required for its incorporation.
ARTICLE 13 The objects of the company must be legitimate. Specialization and uniformity of purposes should be maintained in its main objects.
ARTICLE 14 A partner's share may be a specified amount of money (cash share) and may be a material asset (share in kind). It may also, in cases other than those, which might benefit from the provisions of this Law, be the performance of work. However, the share of a partner may not be his reputation or influence. The shares in cash and in kind shall only form the company capital.
ARTICLE 15 It a partner's share is composed of a title to property or any other real right, the partner shall, in accordance with the applicable rules concerning the sale contract, be liable to guarantee the share in case it perishes, falls due, the occurrence of a defect or the diminishing thereof. If the share was merely based on the utilization of funds, The applicable rules concerning a tenancy contract shall be applied to the matters referred to in the preceding Paragraph. If the partner's share includes rights in the possession of third parties, his liability towards the company shall only be absolved upon the lapse of these rights. If the partner's share includes his work, the company shall be entitled to all the earnings arising from such work unless the partner had acquired such earnings from a patent or it is otherwise agreed.
ARTICLE 16 .Each partner shall be considered as indebted to the company with the share he had undertaken to contribute, if the partner defaults in contributing his share later than the specified date for its presentation, he will be responsible towards the company to indemnify it for the damage caused by the delay.
ARTICLE 17 The personal creditor of one of the partners may not acquire his entitlement from an indebted share in the company capital. However, he may receive his entitlements from the dividends accrued to his debtor. If the company is terminated, the creditors entitlement will be transferred to the share of his debtor in the surplus balance of the company assets after liquidation. If stocks represent a partner's share, his personal creditor may in addition to the entitlements referred to in the preceding paragraph request the sale of these stocks to satisfy his entitlements from the sale proceeds.
ARTICLE 18: FUNCTIONS If it was agreed in the company memorandum that the partner is prohibited from receiving profits or is exempt from losses, the memorandum shall be considered void. However, it may be agreed to exempt the partner who only contributes his work from contributing to the losses.
ARTICLE 19 If the company memorandum did not specify the percentage of profits allocated to a partner, his share thereof will be proportionate to his share in the capital. If the memorandum was confined to specifying the percentage of profit allocated to the partner, his share of the loss should be equal to his share in the profit. The same will apply if the memorandum was confined to specifying the percentage of allocated losses. If the partner's share was confined to his work, the company memorandum must specify his share of the profits or losses. If in addition to his work, the partner presents a share in cash or in kind he will be entitled to a share in the profits or losses for his work and another share for his shares in cash or in kind.
ARTICLE 20 Fictitious profits may not be distributed to the partners through over-exaggerating the estimate of the assets. If fictitious profits were distributed to the partners, the company creditors may claim from each partner to reimburse the amounts received even though the partner has acted in good faith. The partner will not be obliged to reimburse the real profit that he had received although the company might incur a loss in following years.
ARTICLE 21 All contracts, correspondences, discharges and notices issued by a company must bear its name, an indication of its type, its main office and its registration number in the commercial Register. In addition to these particulars a public joint stock company, partnership limited with shares and a limited liability company must indicate the amount of the company capital and the paid amount thereof. If the company is in liquidation, this must be mentioned in the papers issued by it.
ARTICLE 22 Observing that certain commercial activities are confined to nationals as provided in this Law or in any other Law, every company incorporated in the State must have one or more national partner whose share in the company capital must not be less than 51% of the company capital