Guide to Annulment of a Limited partnership company in the UAE

For all the companies that are operational in the UAE, it is pertinent to follow the rules and regulations set for dissolution in the country should they wish to close their business. Therefore, for the annulment of a limited partnership company in the UAE, one must follow the procedure set by the UAE government. Further to this, every company that has been established in the UAE is under the obligation to register their business with the relevant authorities for obtaining a licence to run their company and the activities of the companies. 

Therefore, for avoiding any fines and penalties once the licence expires, the companies who do not wish to renew their licence and who wish to close down must notify the relevant government authorities of their intention to do so, and then only they should proceed with the annulment process.

In this article, we will be discussing the steps that one must take for the annulment of a limited partnership company in Dubai and what documents need to be attested by the Notary public Dubai for the annulment process to take place.

Annulment process for a limited liability company in the UAE

Winding up or dissolving a company in the UAE is not a simple task. It involves various steps, like the settling of the utility bills, obtaining no dues and clearance from the government authorities, paying off debts, and salaries and cancelling employment visas.

2 situations arise-

  1. In the case where the company has reached a point where the losses are half of its issued capital, the company’s board of directors can initiate the dissolution. The board of directors calls the meeting with the partners to obtain consent for dissolving the company. 
  2. Next, if the losses have reached two-thirds of the company’s shared capital, then the partners who owe the rest one-fourth of the company’s share capital can call for the dissolution of the company.

Whatever may be the reason, the dissolution of the company starts only when a resolution has been passed by the partners of the company to dissolve the company.

Resolution by the shareholders to the annulment of a limited partnership company in Sharjah

The shareholders of the company must pass a resolution agreeing to dissolve the company. This resolution must also mention the steps and procedure by which the company is going to be liquidated and must also have a mention of the name of the liquidator. Until all the dues are clear and the debts are paid, the partners are not entitled to be paid the share of the company’s capital. In cases where there is no mention of the method of liquidation of a company, either in the MOA or in the resolution of the shareholders, then the provisions mentioned in the company’s law is applicable.

The managers who are the representatives of the company are also required to notify the relevant authorities and the registrar about the intention of dissolution and the reason why dissolution is happening. After this, either of the managers of the company or the chairman or the liquidator has to mark the dissolution in the commercial register with the competent authority. The dissolution has to be published in two widely used local newspapers of the UAE, out of which one should be in the Arabic language. The company’s dissolution becomes valid only after the date of such registration of liquidation of the company.

 Read More – Annulment To The Memorandum Of Association Of A Joint Liability Company In The UAE

Steps involved in the annulment of a limited partnership company in Dubai and how to get the resolution attested by the Notary Public Dubai-

The following are the general steps involved in the liquidation of a limited liability partnership company in Dubai. 

  1. The resolution for the dissolving of the company has to be passed by all the shareholders or partners of the company. Also, here a liquidator is appointed and method of liquidation is decided. This document has to be notarized by the notary public Dubai.
  2. The appointed liquidator then has to accept the role of being a liquidator and has to ensure that all the duties are being carried out by him properly.
  3. The next step is the cancellation with the department of economic development. This cancellation application has to be accompanied by the company’s trade licence along with the company’s official commercial registration certificate. The whole document must be signed by the company’s authorized representatives, along with the signatures of the directors of the company and their managers.
  4. If satisfied, DED will issue the liquidation certificate. This certificate invites any existing claims against the company to be submitted within a period of 45 days.
  5. The liquidation certificate then has to be published in 2 widely used local newspapers and one of these newspapers has to be in Arabic. 
  6. In case the creditors have not raised any objection against the company, then the liquidator issues a declaration letter stating that the company has received no objection during the notice period and the liquidation process can be proceeded with. This declaration letter has to be submitted to the DED.
  7. Then the liquidator should obtain a clearance letter from all the government authorities for cancellation of the company’s licence and all employment visas. Further, a clearance certificate from Dubai Electricity and Water Authority has to be obtained. 
  8. All the clearance letters must be submitted for obtaining the final cancellation.
  9. The DED will then decide a fee and once the fee is paid, the de-registration certificate is issued by the DED.
  10. The last step involves the liquidator to note in the commercial register with the competent authority for the completion of the liquidation process. The liquidation process is complete only once this has been done. After this, the registration of the company shall be removed from the commercial register of the competent authority hence completing the dissolution process.

If you wish to do a successful and hassle-free annulment of a limited partnership company in the UAE, call us any time at the Notary Public Dubai. Our team of professional lawyers and public notaries will help you in getting your company liquidated very easily.