Secretarial Compliance for Companies in the UAE Enhanced Penalty Regime

Back in November 2022, the UAE dramatically expanded its fines for corporate secretarial lapses under Cabinet Resolution 102/2022, amending Federal Decree-Law 32/2021 (the Commercial Companies Law). What was once mere procedural oversights now carry substantial, per-occurrence fines—up to six figures in dirhams. Both mainland and free-zone companies must now treat minute-taking, register-keeping, and timely filings as mission-critical.

With regulators empowered to suspend licenses, block director appointments, and even dissolve companies for repeat breaches, businesses can no longer afford lapses in basic secretarial duties. This newsletter walks you through the updated obligations, the new fines framework, and how HLS-Global UAE ensures your compliance, penalty-free.

1. Regulatory Framework & Penalty Highlights

Scope & Applicability

Mainland Entities under the Commercial Companies Law face the full suite of new fines.
Free-zone entities (DIFC, ADGM, DMCC, etc.) enforce similar secretarial rules via local regulations; federal UBO (Ultimate Beneficial Ownership) and certain AML compliance requirements apply across all jurisdictions.

Key Changes in 2022

Introduction of fixed fines for secretarial breaches to maintain registers, hold meetings, file resolutions, amend corporate documents, and more.
Fines are now per occurrence and escalate on repeat breaches.
Regulatory bodies are empowered to suspend licenses, block director appointments, and, in extreme cases, dissolve offending companies. Professional regulatory compliance services help avoid these severe consequences.

Enforcement Authorities

Ministry of Economy (MoE): Main overseer for onshore companies.
Free-Zone Authorities: DIFC Registrar, ADGM Registration Authority, DMCC Licensing, each with parallel enforcement powers.

2. Core Secretarial Duties & Penalties

Compliance Item

Requirements

Penalty

Corporate Governance Rules	Ensure compliance with the statutory corporate governance standards	Up to AED 10 million – Public JSC
Change in Trade Name	Ensure compliance with the decision to change the Company’s trade name	AED 500 per month (capped at AED 5,000 yearly)- L.L.C. AED 1,000 per month (capped at AED 10,000 yearly)- Private JSC AED 1,000 per month (capped at AED 10,000 yearly)- Public JSC
MoA/Article Amendments	File any change (capital, activity, shareholding) within the statutory deadline	AED 1,000/month (capped AED 10,000/year)- L.L.C. AED 1,500/month (capped AED 15,000/year)- Private JSC AED 2,000/month (capped AED 20,000/year)- Public JSC
Convene the General Assembly when losses ≥50% of capital	Within 4 months of financial year-end; keep minutes on file	AED 50,000- L.L.C. AED 100,000- Private JSC AED 200,000- Public JSC
Share Certificates	Ensure compliance with the rules on issuing, endorsing, or safeguarding physical share certificates.	AED 200,000- Public JSC
Auditor Appointment	Ensure the appointment of an auditor duly licensed by the MoE/Authority.	AED 50,000- Private JSC AED 200,000- Public JSC
Inspection Cooperation	Provide access to premises, records, and systems on request	AED 5,000- L.L.C. AED 10,000- Private JSC AED 200,000- Public JSC
Financial Year Accounts	Prepare and present the year-end accounts for board/shareholder approval	AED 50,000- Private JSC AED 100,000- Public JSC
Accounting & Records	Keep financial books & records at the registered office	AED 15,000- L.L.C. AED 20,000- Private JSC AED 100,000- Public JSC

Access to Books/Minutes	Provide the partners/shareholders access to the minutes of the General Assembly, books, etc.	AED 5,000 – L.L.C. AED 10,000- Private JSC AED 100,000- Public JSC
Board Meeting Invitation to Director	Chairman/Director to send invitation to the Director(s)/Manager(s) for Board Meeting	AED 3,000- L.L.C. AED 8,000- Private JSC AED 100,000- Public JSC
Registration Process	Ensure the undertaking registration process is completed within 10 (ten) working days from the issuance of the certificate of incorporation	AED 20,000- Private JSC AED 100,000- Public JSC
Board Formation	Formation of the Board Quorum as per the statutory requirements	AED 10,000- Private JSC AED 200,000- Public JSC
Board Vacancy & Nomination	Comply with the prescribed procedures in case of vacancy/nomination to the Board	AED 10,000- Private JSC AED 200,000- Public JSC
Annual General Assembly	Within 4 months of financial year-end; keep minutes on file	AED 5,000 (up to AED 10,000 if regulator-ordered)- L.L.C. AED 30,000 (up to AED 50,000 if regulator-ordered)- Private JSC AED 200,000 (up to AED 200,000 if regulator- ordered)- Private JSC
Unauthorized Share Transfers	Process or record transfers outside legal procedures	AED 20,000- L.L.C. AED 50,000- Private JSC AED 200,000- Public JSC
Statutory Registers (Shareholders/Directors)	Maintain and update continuously	AED 100,000- Public JSC
UBO Register	Record & updates the Ultimate Beneficial Owners upon any change	AED 20,000 (2nd offence) AED 40,000 (3rd offence)
Board Meetings	At least 4 per year; written notice & signed minutes	AED 3,000- L.L.C. AED 8,000- Private JSC AED 100,000- Public JSC

Note: Repeat offenses trigger double or triple penalties and may lead to license suspension or director disqualification.

3. Compliance Process & Critical Timelines

To stay ahead of penalties, companies should adopt a disciplined secretarial workflow:

Centralized Registers & UBO Tracking

Use a digital register system to record all shareholder, director, and UBO changes instantly.
Review and reconcile registers monthly to ensure accuracy.

Meeting Management

Schedule board meetings quarterly and the Annual General Assembly within four months of year-end.
Issue formal notices 7–14 days in advance; circulate agendas and draft minutes promptly.

Document Filing Cadence

File the MoA amendments within 30 days of any capital or shareholding change.
Submit license renewal applications and corporate registry updates at least 30 days before expiry. New businesses should understand these requirements during UAE business setup to ensure smooth operations.
Notify regulators of director or shareholder changes within 30 days.

Record Retention & Inspection Readiness

Maintain accounting records and board/shareholder minutes on-site for five years.
Conduct quarterly internal audits of secretarial files to verify compliance.

Ongoing Monitoring

Subscribe to regulatory alerts for changes in Cabinet resolutions or the free zone rules.
Perform an annual “secretarial health check” to identify gaps and remediate them before year-end.

How HLS Global UAE Streamlines Your Compliance

HLS Global UAE’s corporate secretarial practice offers end-to-end support to keep you penalty-free:

► Compliance Health-Check: A rapid 360° audit of your registers, minutes, filings, and policies to spot gaps.

► Document Preparation: Draft and file board resolutions, notices, MoA amendments, and UBO disclosures on your behalf.

► Regulator Liaison: We handle all dealings with MoE, free-zone authorities, and UAE financial intelligence units to ensure timely approvals.

► Ongoing Monitoring & Alerts: Automated calendar reminders for meetings, renewals, and filing deadlines so nothing slips through.

► Training & Governance: Workshops for your directors and company secretaries on best practices and new regulatory trends.

“Our proactive approach transforms secretarial compliance from a reactive chore into a seamless, audit-ready process—eliminating fines and freeing you to focus on growth.”

Partner with HLS–Global UAE to safeguard your business against the UAE’s enhanced secretarial penalties.

📧 info@hls-global.ae | 🌐 www.hls-global.ae

Disclaimer: All views expressed in this article are solely for informational purposes and should not be construed as legal advice. This information is for reference only and is bound to change in case of any amendments or changes to applicable laws. We do not assume any responsibility or liability for any errors or omissions in the content of this article and do not make any warranties about the completeness, reliability, or accuracy of the information expressed in this article.