Task:

[07.041-ADGM] - CORP SUPPORT # RE-REGISTRATION OF PRIVATE COMPANY LIMITED BY SHARES (LTD) TO PRIVATE COMPANY UNLIMITED WITHOUT SHARES

Purpose:

This application allows a Private Company Limited by Shares (LTD) to be re-registered as a Private Company Unlimited without Shares.

Legal Entities:

Private Company Limited by Shares (LTD) changing to Private Company Unlimited without Shares.

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 limited? If yes, the application for re-registration cannot proceed.

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)? Note that a Private company unlimited without shares does not have a share capital.

5) Does the company have at least one individual director? – can be verified on the entity profile.

6) Do all the shareholders of the company wish to become members in the Private company unlimited without shares after re-registration is completed?

Pay Attention:

1) The company name must be amended to remove any relevant suffix etc for Private Companies Limited by Shares.

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

h. Changes to the secretary(ies) (if any appointed)

3) Upon re-registration, the company must comply with the following legal requirements for Private Company Unlimited without Shares (this means at least one individual director, secretary appointment is optional and there is NO share capital)

4) There are no model articles for Private Company Unlimited without Shares, therefore, these must by default be bespoke articles, which may require legal advice.

5) Note that a Private company unlimited without shares does not have a share capital.

6) Note that after re-registration as a Private company unlimited without shares, the shareholders will become members of the company.

Submission:

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

Select the Application Form: “Re-Register as a Private Company Unlimited without 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 Private Company Unlimited without Shares

Supporting Documents:

1) Special resolution confirming that all members have agreed to the re-registration as Private Company Unlimited without 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 (Note: there are no model articles for Private Company Unlimited without Shares, therefore, these must by default be bespoke articles, which may require legal advice)

4) Statement of Compliance (i.e. a statement that the requirements of this Part as to re-registration as Private Company Unlimited without Shares have been complied with.)

Note: s87(4) of the ADGM Companies Regulations “[…] The statement of compliance must contain a statement by the directors of the company– (a) that the persons by whom or on whose behalf the form of assent is authenticated constitute the whole membership of the company, and (b) if any of the members have not authenticated that form themselves, that the directors have taken all reasonable steps to satisfy themselves that each person who authenticated it on behalf of a member was lawfully empowered to do so. […]”