Task:

[07.004-ADGM] - CORP SUPPORT # RE-REGISTRATION OF PRIVATE COMPANY LIMITED BY SHARES (LTD) TO PUBLIC COMPANY LIMITED BY SHARES (PLC)

Purpose:

This application allows a Private Company Limited by Shares (LTD) to be re-registered as a public company limited by shares.

Legal Entities:

Private Company Limited by Shares (LTD) changing to Public Company Limited by Shares (PLC)

Questions:

1) Do we have access to the client’s entity profile on the KOUNTED portal? If not, this must be requested via ORS.

2) Has the company previously been re-registered as unlimited?

3) Is the company in good standing i.e. are all the pending compliances filed? If not, the application for re-registration cannot proceed.

4) What is the company’s share capital (issued/authorised), i.e. at least 50,000 USD? – can be verified on the entity profile.

5) Does the company have at least two directors? – can be verified on the entity profile.

6) Does the company already have a secretary – can be verified on the entity profile.

Pay Attention:

1) The company name must be amended to be compliant with the applicable ADGM legislation in terms of suffix etc for PLCs.

2) This service does not allow for the change of the following, these changes must be filed separately:

a. Changes to the authorised signatory(ies)

b. Changes to the registered office address

c. Changes to the business activities

d. Changes to the accounting reference date

e. Changes to the trade name

f. Changes to the registered office address

g. Appointment/cessation of recognized auditor

3) Upon re-registration, the company must comply with the following legal requirements for Public Companies Limited by Shares:

Minimum amount of share capital USD50,000

Director Minimum two; individual or body corporate; one must be individual

Secretary Minimum one; individual or body corporate; can be joint secretary.

Submission:

Online via the ADGM RA portal https://newreg.adgm.com/

Select the Application Form: “Re-Register as a Public Company Limited by Shares”

Timeline:

In accordance with the special resolution for re-registration

Timeframe:

KOUNTED Drafting 5-7 working days provided all relevant information is provided

ADGM review time 5-10 working days for the initial review, but this is usually extended in case of return reasons at the sole discretion of the ADGM RA, note that the completion of the re-registration process results in the issuance of a commercial license and certificate of re-registration as Public Company Limited by Shares

Supporting Documents:

1) Special resolution confirming the intention of the company to re-register as a public company limited by shares

2) This resolution needs to confirm the change of the company name and adoption of the new Articles of Association

3) Articles of Association for Public Company Limited by Shares

4) Statement of Compliance required for Public Company Limited by Shares (a statement that the requirements of this Part as to re-registration as a public company have been complied with)

5) a balance sheet prepared as at a date not more than seven months before the date on which the application is delivered to the Registrar, or, for companies unable to satisfy the foregoing requirement, financial statements of its subsidiaries covering at least two years before the date on which the application is delivered to the Registrar

6) an unqualified report by the company’s auditor on that balance sheet or the financial statements of the company’s subsidiaries, as the case may be

7) If required/applicable, evidence of appointment of an additional director if there were less than two appointed prior to re-registration (this can be included in the special resolution)

8) If required/applicable, evidence of appointment of a company secretary if none was appointed prior to re-registration (this can be included in the special resolution)

9) If required/applicable, evidence of share capital increase to the minimum amount of USD 50,000 (this can be included in the special resolution)