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

Official-text notice. This is a comprehensive structured English legal-information rendering prepared from the current sources listed in this package. It is not represented as the controlling verbatim English text. The official Arabic text prevails for interpretation and application. Exact article wording, thresholds, exceptions, penalties and deadlines should be checked directly before live reliance.

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

Verified legislative metadata

Purpose and legal effect

Historic UAE commercial companies legislation governing company formation, ownership, governance, capital, joint stock companies, LLCs, foreign companies and liquidation before replacement by Federal Decree-Law No. (32) of 2021.

Who and what the legislation applies to

• Historic mainland commercial companies during the period the law was in force.
• Historic corporate acts, rights and liabilities whose legal effect arose under the 2015 law.
• Legacy constitutional documents, transactions and disputes requiring analysis of the law applicable at the relevant date.

Important statutory definitions

• Historic Law: Federal Law No. (2) of 2015 as amended before repeal.
• Company: a commercial company formed under the legal forms then recognised.
• Competent Authority: the emirate-level authority responsible for company registration/licensing.
• SCA: Securities and Commodities Authority for public securities/company matters.
• MOA/AOA: company constitutional documents under the historic regime.

Structured legislative map

General provisions

Defined forms, nationality, ownership and scope of UAE commercial companies.

Incorporation

Regulated names, constitutional documents, registration and legal personality.

Partnerships and LLCs

Contained detailed rules for partner rights, managers and quota transfers.

Public joint stock companies

Regulated formation, capital, boards, assemblies and securities.

Private joint stock companies

Regulated private shareholding structures and transfers.

Corporate governance

Included governance and director/manager duties under the then-current framework.

Foreign companies

Regulated branches and representative offices.

Conversion and merger

Provided mechanisms for corporate restructuring.

Dissolution and liquidation

Regulated winding up, liquidators, creditors and distribution.

Penalties

Provided company-related offences and sanctions.

2018 and 2020 amendments

Modernised various governance, ownership and capital provisions.

Repeal

Article 364 of Decree-Law No. 32/2021 repealed this law from 2 January 2022.

Key statutory points

• This law is no longer the current company law.
• It entered into force on 1 July 2015.
• It replaced the older Federal Law No. (8) of 1984.
• Foreign-ownership restrictions were significantly liberalised by the 2020 amendment before the 2021 replacement law.
• Historic corporate acts should be analysed under the law in force when they occurred.
• Current incorporations and corporate governance should use Federal Decree-Law No. (32) of 2021 instead.
• Some implementing resolutions made under the old law continued temporarily where not inconsistent with the 2021 decree-law.
• The 2015 law remains relevant in litigation concerning pre-2022 events.
• Do not describe the 2015 law as 'in force' on a current website without a clear historic/repealed label.
• The 2021 law expressly repealed it.
• The 2025 amendment applies to the current 2021 companies law, not to this repealed statute.
• Historical versions may differ because the law was amended during its life.

Amendments, executive rules and current-law interaction

The 2015 law was amended during its life, including by Federal Decree-Law No. (7) of 2018 and Federal Decree-Law No. (26) of 2020. It was repealed by Article 364 of Federal Decree-Law No. (32) of 2021 with effect from 2 January 2022.

Practical compliance / procedure sequence

1. For a historic issue, identify the transaction/event date.
2. Determine the version of the 2015 law and amendments in force on that date.
3. Check whether a later transition provision preserved or altered the historic right/obligation.
4. For current corporate action, move to Federal Decree-Law No. (32) of 2021 and its 2025 amendment.
5. Clearly label any publication of this law as historic/repealed to avoid misleading users.

Dates and time limits

• Issued 25 March 2015.
• Published 31 March 2015.
• Entered into force 1 July 2015.
• Repealed/replaced from 2 January 2022 by Federal Decree-Law No. (32) of 2021.

Enforcement and legal exposure

Any live enforcement question should first determine whether the alleged act occurred while this statute was in force. Current corporate compliance and penalties are governed by the 2021 law and subsequent amendments.

Practical scenarios

1. A dispute over a 2019 director decision may require the 2015 law as amended at that time.
2. A company incorporating in 2026 must not use the 2015 law as its current statutory basis.
3. A historic article citation should be checked against the amendment version applicable on the event date.

Official and current sources

• WIPO Lex — Federal Law No. (2) of 2015
• UAE Legislation — Current Commercial Companies Law No. (32) of 2021
• UAE Government — Federal Decree-Law No. (26) of 2020 amendment

Research method and source priority

Source review for this package was checked on 2026-09-10. The package is designed for website publication, research and client orientation. For live filings, transactions, litigation, administrative appeals or regulator submissions, consult the current official Arabic legislation and all applicable implementing instruments.