DIFC Law · Dubai International Financial Centre
DIFC Law No. 5 of 2018 — Companies Law
A reference record of DIFC Law No. 5 of 2018, drawn from the instrument's own official text. It sets out how the law is organised — its Parts, its article count and its length — and links to the text itself. It does not interpret the law or offer advice on it.
Where this instrument arises in our work: Corporate & M&A
At a glance
| Citation | DIFC Law No. 5 of 2018 |
| Short title | Companies Law |
| Instrument type | DIFC Law |
| Enacted | 2018 |
| Jurisdiction | Dubai International Financial Centre |
| Parts | 16 |
| Numbered articles | 154 |
| Length of official text | 102 pages |
How DIFC Law No. 5 of 2018 is organised
The 16 Parts below are the instrument's own divisions, in the order the official text sets them out.
| Part | Heading |
|---|---|
| Part 1 | General |
| Part 2 | Administration Of This Law |
| Part 3 | Incorporation And Registration Of Companies |
| Part 4 | Company Formation And Incorporation |
| Part 5 | Corporate Capacity And Transactions |
| Part 6 | Class Rights |
| Part 7 | Private Companies And Public Companies |
| Part 8 | Mergers |
| Part 9 | Compromises And Arrangements |
| Part 10 | Accounts, Reports And Audit |
| Part 11 | Other Types Of Company |
| Part 12 | Recognised Companies |
| Part 13 | Transfer Of Incorporation |
| Part 14 | Powers And Remedies |
| Part 15 | Regulations |
| Part 16 | Miscellaneous |
What DIFC Law No. 5 of 2018 covers, article by article
The 142 article headings below are the instrument's own, reproduced in its order. They are a map of the law, not a summary of it — for the wording of any article, read the official text.
- Title and repeal
- Legislative authority
- Application of this Law
- Date of enactment and commencement
- Effect of Regulations made under the Previous Law
- Schedules
- The role of the Registrar
- Types of companies
- Legal personality
- Method of forming a Company
- Articles of Association
- Incorporation
- Effect of incorporation
- Licence
- Effect of Articles of Association
- Alteration of Articles of Association
- Copies of Articles of Association for Shareholders
- Conduct of business in the DIFC
- Capacity of Company
- Form of contracts
- Pre-incorporation contracts
- Participation in a Holding Company
- Variation of class rights
- Limited Liability
- Definitions of Public and Private Companies
- Name of a Private Company
- Name of a Public Company
- Access to the Confirmation Statement of a Public Company
- Re-registration of a Public Company as a Private Company
- Re-registration of a Private Company as a Public Company
- Shareholders
- Nature of Shares
- Minimum share capital
- Alteration of share capital
- Non-cash consideration for Shares in a Private Company
- Non-cash consideration for Shares in a Public Company
- Bearer Shares
- Exceptions to the pre-emption right
- Prohibition of public offers by Private Companies
- Enforcement of the prohibition in Article 42
- Register of Shareholders
- Register of debentures
- Transfer and registration of Shares and debentures
- Place where the registers are kept
- Inspection of registers
- Rectification of registers
- Share certificates
- Power to issue redeemable Shares
- Power of Company to purchase its own Shares
- Treasury shares
- Prohibition on financial assistance to acquire Shares
- Reduction of share capital
- Court order confirming reduction of share capital
- Registration of order and statement of capital
- Public Company reducing its share capital below its authorised minimum
- Treatment of reserves arising from reduction of capital
- Restrictions on Distributions
- Consequences of unlawful Distribution
- Directors
- Election, term and removal of Directors
- Duties of Directors
- Duty to act within powers
- Duty to promote the success of the Company
- Duty to exercise independent judgement
- Duty to exercise reasonable care, skill and diligence
- Duty to avoid conflicts of interest
- Duty not to accept benefits from third parties
- Duty to declare interest in a proposed transaction or arrangement
- Contraventions
- Ratification of interest in existing transaction or arrangement
- Prohibition of financial assistance to Directors
- Validity of acts of Director
- Secretary
- Register of Directors and Secretaries
- Assumptions in relation to Directors and Secretary
- Disqualification orders
- Participation in meetings
- Annual General Meeting
- Requisition of meetings
- Notice of meetings
- General provisions as to meetings and votes
- Representation at meetings
- Resolutions in writing of a Company
- Recording of decisions by sole Shareholder
- Proxies
- Demand for poll
- Minutes and examination of minute books
- Takeover offers
- Right of offeror to buy out minority Shareholders
- Effect of notice under Article 98
- Right of minority Shareholder to be bought out by offeror
- Effect of requirement under Article 100
- Applications to the Court
- Joint offers
- Associates
- Application and interpretation
- Merger Agreement
- Resolutions and certificates
- Approval of the Merger Agreement
- Simplified approval of a Group Merger
- Objection by Shareholders
- Notice to Creditors
- Company to apply to Court if solvency statement not made
- Objection by Creditor if a solvency statement is made
- Consent of Registrar required for mergers involving Foreign Companies
- Effect of completion of merger
- Contraventions relating to merger
- Power of Company to compromise with Creditors and Shareholders
- Information relating to compromise to be circulated
- Provisions for facilitating company reconstruction or amalgamation
- Application of this Part
- Waiver and modification of this Part
- Maintenance of Accounting Records
- Financial years
- Accounts
- Provision of copy of accounts to a Shareholder
- Appointment and removal of auditors
- Resignation of an auditor
- Co-operation with auditors
- Incorporation of prescribed types of Company
- Foreign Companies
- Registration
- Effect of registration
- Requirements of a Recognised Company
- Conduct of business in the DIFC
- Maintenance of Accounting Records
- Inspection and Remedies
- Transfer of incorporation to DIFC
- Certificate of continuation
- Effect of certificate
- Copy of certificate of continuation
- Rights and Liabilities
- Transfer of incorporation from DIFC to another jurisdiction
- Refusal to grant authorisation to transfer incorporation
- Application of Operating Law
- Directions issued by the Registrar
- Orders in event of unfair prejudice
- Strike off and Restoration
- Power to make Regulations
- Waivers and Modification of the Law and Regulations
- Public Register
- Fees
Decisions applying this instrument
DIFC Courts decisions on this estate that cite it, most recent first. Each link goes to our record of that decision, not to commentary on it.
- CFI 007/2026 — CFI 007/2026 (1) Bimal Gandhi (2) Nishant Kaushik v (1) Muhanad Hisham M 24 Jun 2026
- CFI 098/2023 — Mr Nancy v Narcissa DIFC [2023] DIFC CFI 098 6 Aug 2025
- CA 009/2024 — Oskar v (1) Olindo (2) Onita (3) Oron [2024] DIFC CA 009 30 Oct 2024
- SCT 198/2023 — Mishtun v Mawul [2023] DIFC SCT 198 15 Aug 2023
- SCT 064/2022 — Lucian v Lathore [2022] DIFC SCT 064 18 Mar 2022
- CA 009/2021 — Oman Insurance Company PSC v Globemed Gulf Healthcare Solutions LLC [202 28 Dec 2021
- CFI 032/2020 — CFI 032/2020 Kaamil v (1) Kaawa (2) Kaabii (3) Kadija (4) Kaemon (5) Kah 22 Dec 2021
- CFI 050/2021 — CFI 050/2021 Latavia v Lazar 26 Jul 2021
- CFI 059/2020 — CFI 059/2020 Fix Sense Management LLC v (1) Sunset Hospitality Holdings 13 Jun 2021
- CFI 031/2019 — CFI 031/2019 Mr Ebrahim Al-jassim v (1) Socii Synergy Investment LLC (2) 5 Mar 2020
- XXXX — Ginette Pjsc v (1) Geary Middle East FZE (2) Geary Limited [2016] DIFC C 9 Oct 2016
- CFI 004/2013 — CFI 004/2013 Diwan Capital Ltd v (1) Emirates Investment & Development C 17 Mar 2016
13 decisions on this estate cite this instrument. Browse all DIFC case records.
Primary sources
Everything on this page comes from these two. Links go to the issuing legislator.
Acting on DIFC Law No. 5 of 2018
This page is a record, not advice. If companies law bears on a matter you are dealing with, speak to us about the facts.