Federal Law No. (2) of 2015 on Commercial Companies

Purpose and legislative background

The 2015 law modernised the then-existing federal company framework and governed company formation, governance and lifecycle matters until its replacement by the 2021 Commercial Companies Decree-Law.

Historical law. It was expressly repealed by Article 364 of Federal Decree by Law No. (32) of 2021, effective 2 January 2022. The 2021 law also preserved non-conflicting implementing resolutions of the 2015 law on a transitional basis.

Scope and who it applies to

• Historically, companies established in the UAE within the law's scope.
• Foreign companies conducting activity or maintaining branches/representative offices within the federal framework.
• Shareholders, partners, directors, managers, auditors, liquidators and company registrars during the period in which the law was in force.

Key definitions

• Company and company forms were defined by the 2015 statute and its detailed chapters.
• Competent Authority referred to the relevant local authority responsible for company affairs in the Emirate.
• Ministry referred to the Ministry of Economy; the securities regulator had functions for joint-stock and securities matters.

Main rights and obligations

• Companies had to be established and licensed in accordance with the statutory form and registration requirements.
• Managers/directors owed statutory duties and could incur liability for breaches.
• Companies were required to maintain accounting and corporate records and comply with audit/governance requirements.
• Shareholders and partners had statutory information, meeting, voting and economic rights subject to the company form.

Procedures and compliance

1. Historic matters should first identify the date of the relevant corporate act.
2. If the act predates 2 January 2022, check the 2015 law, any amendment then in force and the applicable implementing resolution.
3. For current matters, use the 2021 replacement and current Ministry/CMA rules.
4. Where an old corporate document cites the 2015 law, update the cross-references before relying on it.

Deadlines and time limits

• Historical effective date: 1 July 2015.
• Repeal/replacement date: 2 January 2022.
• Historic filing, meeting, objection and liquidation deadlines varied by article and should be checked from the official text if a legacy dispute depends on them.

Enforcement, violations and penalties

During its period in force, the law contained criminal and administrative consequences for specified company-law violations. For current conduct, the enforcement framework is governed by the 2021 Commercial Companies Decree-Law and current implementing rules.

Legislation / implementation / commentary distinction: The principal decree-law or federal law creates the statutory rule. Executive regulations, Cabinet resolutions, ministry/regulator decisions and court rules may supply operational detail. The examples and checklists in this explanation are practical commentary and do not create additional legal duties.

Practical scenarios

1. A shareholders' dispute over a resolution passed in 2019 may require analysis under the 2015 law and the amendments then in force.
2. A company updating its articles in 2026 should not keep Federal Law No. (2) of 2015 as the operative companies-law reference.
3. An auditor reviewing historic accounts may need the law applicable to the financial year concerned.
4. A liquidation started after 2 January 2022 should be mapped to the replacement law and any transition rules rather than assumed to continue solely under the 2015 statute.

Amendments and related legislation

Historical law. It was expressly repealed by Article 364 of Federal Decree by Law No. (32) of 2021, effective 2 January 2022. The 2021 law also preserved non-conflicting implementing resolutions of the 2015 law on a transitional basis.

What businesses and individuals should check

• Do not use this 2015 law as the current legal basis for a new company-law question after 2 January 2022.
• Use Federal Decree by Law No. (32) of 2021 and its current amendments/implementing resolutions for present company-law matters.
• For historic corporate acts occurring before repeal, determine the law applicable on the date of the act and any transitional provision.
• References in old memoranda, articles, contracts and compliance manuals to Federal Law No. (2) of 2015 should be mapped to the current law before use.
• Confirm the current version/status of the principal legislation on the date relevant to the issue.
• Check all implementing instruments listed in the manifest and any later official updates.
• Preserve the official source citation used for a compliance, transaction or litigation decision.
• Do not rely on the cover artwork as proof of government endorsement or official publication.

When legal advice may be useful

Professional interpretation may be useful where the applicable law changed between the underlying event and the current date, a transitional rule is important, jurisdiction or regulatory perimeter is disputed, an enforcement or penalty provision may apply, or the matter involves significant rights, assets or procedural deadlines.

Information status

Research checked on 2026-08-31. This explanation is general legal information and should be re-verified against the official UAE source before use in a specific transaction, proceeding or compliance decision.