Jebel Ali Free Zone RegulationsImplementing Regulations No. 1/92Issued pursuant to Law No. 9 of 1992f !.!. "#ai$# %a$toum &in Ras#id Al'%a$toum( Ruler of )ubai 1. These Implementing Regulations are issued by the Jebel Ali Free Zone Authority Pursuant to Law No.o!1" o! #.#. $hai%h &a%toum 'in Rashid Al(&a%toum. Ruler o! )ubai. *on+ernign the !ormation o! legalestablishments at the Jebel Ali Free Zone.". In these Implementing Regulations the !ollowing e,pressions shall ha-e the !ollowing meaning. /Authority0The Jebel Ali Free Zone Authority /Free Zone0The Free Zone o! the Port o! Jebel Ali /FZ10AFreeZone1stablishment !ormedandregistered2 or tobe!ormed and registered3 pursuant to these ImplementingRegulations /FZ1 *onditions0*onditions relating to Free Zone 1stablishments issued or to beissuedbythe Authority4asthesamemaybeamendedbytheAuthority !rom time to time./FZ1 )epartment0 The department o! the Authority ha-ing responsibility !or the!ormation4 registration and regulation o! FZ15s hereunder. 6wnerThe person4 whether an indi-idual4 +ompany or otherestablishment4 whi+h is the single shareholder o! any Free Zone1stablishment !ormedandregisteredina++ordan+ewiththeseImplementing Regulations.

/6wner5s )e+laration0A )e+laration in writing by the owner as regards any matter de+ided by the owner in respe+t o! the Free Zone 1stablishment as des+ribed in this Implementing RegulationsFormation and registration 7. Any +ompany or any otherestablishmentor person wishing to !orm aFree Zone1stablishment must+omplete4 e,e+ute and submit to the FZ1 )epartment an appli+ation !orm as pres+ribed !rom time to time bythe Authority and pro-ide the FZ1 )epartment with all su+h in!ormation and do+umentation as it may !romtime to time re8uire. 9. Appro-al o! any appli+ation to !orm any Free Zone 1stablishment shall be at the dis+retion o! the Authoritywhi+hreser-estheright tore:e+t anyappli+ationortore8uirethat su+hunderta%ingsorguaranteesbepro-ided by or on behal! o! any appli+ant as a +ondition to permission being gi-en by the Authority !or the!ormation o! any Free Zone 1stablishment or as regards its registration or +ontinuation o! its registration inthe FZ1 Register as the Authority in its sole dis+retion4 may +onsider appropriate. ;. The Authority shallnoti!y ea+h appli+ant o! the Authority5s de+ision as to whether or not permission isgranted!or the!ormationo! anyFreeZone1stablishment andregardswhat 2i! any3 underta%ingsorguarantees it re8uires as +ondition to su+h permission being granted pursuant to paragraph 9 abo-e within7< days o! re+eipt by the FZ1 )epartment o! a -alid appli+ation !orm !rom the appli+ant in 8uestion duly+ompleted and e,e+uted by or on behal! o! the appli+ant and together with all su+h other in!ormation anddo+umentation as the Authority shall ha-e re8uired. =. >pon permission being granted by the Authority !or the !ormation o! a Free Zone 1stablishment and theAuthority being satis!ied that the rele-ant share +apitalo! the Free ?one 1stablishment to be !ormed hasbeen !ully +ontributed in a++ordan+e with paragraphs @ to 1pon deregistration o! a Free Zone 1stablishment all trading and other business operations o! su+h FreeZone 1stablishment must +ease and the 6wner must ensure that the Free Zone 1stablishment5s a!airs arewound up under the super-ision o! an a++ountant li+ensed to +ondu+t business as su+h in the 1mirate o!)ubaias li8uidator so as to 2a3ensure that su+h winding up is +ondu+ted in a timely and organised way4ta%ing a++ount o! all assets o! the Free Zone 1stablishment and the +laims o! all +reditors and employeesthereo! and ensuring the payment4 or pro-ision !or payment o!4 or to dis+harge4 all +laims4 debts4 liablititiesand obligations o! the Free Zone 1stablishment sub:e+t to the limitation o! liablitity o! the owner spe+i!ied inparagraph A abo-e4 2b3 distribute any surplus assets o! the Free Zone 1stablishment to the 6wner4 2+3 +auseto be prepared by the li8uidator a statement o! a++ount in respe+t o! his a+tions and transa+tions and 2d3ensure that a +opy o! su+h report is deli-ered to the FZ1 )epartment within A days o! su+h report beingmade. )etails o! su+h report shall be promptly entered in the FZ1 Register. FZ2 )epartment ==. The Authority has designated a department %nown as the FZ1 )epartment4 !or the registration o! FreeZone 1stablishment under these Implementing Regulations and -arious other matters as des+ribed herein.In parti+ular the FZ1 )epartment shall maintain the FZ1 Register4 being a register in written or +omputerised!orm2astheAuthoritymaydetermine34 inwhi+hshall beentereddetails+on+erningea+hFreeZone1stablishment as des+ribed herein. FZ2 Register =A. TheFZ1Register shall beopentopubli+ inspe+tionsub:e+t tothe)epartment5sprior appro-al. =@. A Free Zone 1stablishment shall be deregistered !rom the FZ1 Register upon appli+ation being madethere!or by the 6wner or the Free Zone 1stablishment to the FZ1 )epartment in the pres+ribed !orm or uponthe Free Zone 1stablishment or the 6wner being in brea+h o! any o! these Implementing Regulations or anyFZ1 *ondition or the terms o! the Free Zone 1stablishment5s $pe+ial Li+en+e and where4 i! su+h brea+h is+apable o! remedy by the owner or Free Zone 1stablishment4 su+h brea+h has not been remedied within Adays 2or su+h other period as the Authority may agree3 o! noti!i+ation by the FZ1 )epartment in writing to theowner or to the Free Zone 1stablishment as regards su+h brea+h. Fees =. The Authority may re8uire the payment to the FZ1 )epartment o! su+h !ees as the Authority may re8uireinrespe+t o! the!ormationandregistrationo! aFreeZone1stablishment4 there+eipt andre-iewo!do+uments4maintainingandupdatingtheFZ1Registerandthe+osto! any inspe+tionandin-estigation+arried out pursuant to paragraphs =< to =7 abo-e. In addition the Authority may re8uire the payment to theFZ1 )epartment o! su+h !ees as the Authority may determine on an annual or other periodi+ basis in respe+to! any FZ1. AA1)irhams.Theminimum+apital o! a Free Zone 1stablishment shall be )hs 1;nit and details thereo! promptlyenteredinthe FZ1 Register3 sa-e that in no+ase may the !inan+ialyear o!aFree Zone1stablishmente,+eed 1; months or be shorter than = months.2F3 The dire+tors o! e-ery Free Zone 1stablishment shall prepare !or ea+h !inan+ial year o! the Free Zone1stablishment abalan+esheet asat thelast dayo! its!inan+ial year andapro!it andlossa++ount. 2I3 The balan+e sheet shall gi-e a true and !air -iew o! the state o! a!!airs o! the Free Zone 1stablishment asat the end o! the !inan+ial year and the pro!it and loss a++ount shall gi-e a true and !air -iew o! the pro!it andloss o! the Free Zone 1stablishment !or the !inan+ial year.2#3 The #FZ Authority reser-es the right to re8uire that the balan+e sheet and pro!it and loss a++ount o! ea+hFree Zone 1stablishment +omply with pro-isions to be set down by it !rom time to time.2I3 Chere any Free Zone 1stablishment owns any other Free Zone 1stablishment or owns more than hal! theshares in or otherwise +ontrols any other +ompany or establishment the !irst mentioned Free Zone1stablishment shall also prepare group a++ounts on a +onsolidated basis. Chere any Free Zone1stablishment neither owns less than hal! the shares in a +ompany or other establishment 2not being a FreeZone1stablishment3 nor +ontrolssu+h+ompanyor establishment but ne-erthelessisinapositiontoe,er+ise a signi!i+ant in!luen+e o-er su+h +ompany or other establishment4 then su+h +ompany or otherestablishment shall be treated as an asso+iated +ompany !or a++ounting purposes.2J3 The annual a++ounts o! a Free Zone 1stablishment shall be appro-ed by itsdire+tors and signed by oron behal! o! the dire+tors.At least one dire+tor shall sign the balan+e sheet and pro!it and loss a++ount o!the Free Zone1stablishment.2J3 A +opy o! the annual a++ounts o! ea+h Free Zone 1stablishment shall be deli-ered to the FZ1 >nit within7 months o! the end o! the !inan+ial year o! the Free Zone 1stablishment4 or su+h longer period as the #FZAuthority may determine.2L3 1a+h Free Zone 1stablishment shall be re8uired to appoint auditors !rom among those appro-ed by the#FZ Authority to ma%e a report to the $hareholder o! the Free Zone 1stablishment on all annual a++ounts o!the Free Zone 1stablishment and state whether4 in the auditorEs opinion4 su+h annual a++ounts ha-e beenproperly prepared in a++ordan+e with these Implementing Rules and Regulations and whether a true and!air -iew is gi-en 2i3 in the +ase o! the balan+e sheet o!the Free Zone 1stablishment4 o! the state o! a!!airs o! the Free Zone 1stablishment at the end o! its !inan+ialyear4 2ii3 in the +ase o! the pro!it and loss a++ount o! the Free Zone 1stablishment4 o! the pro!it and loss o!the Free Zone 1stablishment !or the !inan+ial year and 2iii3 in the +ase o! annual a++ounts o! the Free Zone1stablishment prepared on a +onsolidated basis4 o! the state o! a!!airs as at the end o! the !inan+ial year andthe pro!it or loss !or the !inan+ial year o! the underta%ings in+luded in the +onsolidation.2&3 The Free Zone 1stablishment shall deli-er a +opy o! the auditorEs report 2duly signed by the auditors3 tothe FZ1 >nit4 together with the annual a++ounts pursuant to paragraph Arti+le 1A2I3 abo-e.2N3 Chere the net assets o! a Free Zone 1stablishment !all below A;D o! its share +apital the dire+tor2s3shall4 not later than 1; days !rom the earliest day on whi+h that !a+t is %nown to a dire+tor4 duly noti!y the$hareholder whi+h shall4 within A days o! su+h noti!i+ation to it4 ta%e su+h steps as may be appropriate toremedy the situation so as to ensure that the net assets o! su+h Free Zone 1stablishment are restored to atleast A;D o! its share +apital as soon as reasonably pra+ti+able. )I"-RI&3-IN" Arti+le 1:2A3 A Free Zone 1stablishment shall not ma%e a distribution4 whether in +ash or otherwise4 to its $hareholdere,+ept out o! pro!its a-ailable !or that purpose or where the share +apital o! the Free Zone 1stablishment isredu+ed in a++ordan+e with the pro-isions o! these Implementing Rules and Regulations or where the FreeZone 1stablishment is deregistered and its assets distributed to its $hareholder.2'3 The pro!its o! a Free Zone 1stablishment a-ailable !or distribution are its a++umulated4 realised pro!itsless its a++umulated4 realised losses.2*3 No distribution shall be made other than pursuant to a $hareholderEs Resolution a +opy o! whi+hshall bePage 13 of 15deli-ered to the FZ1 >nit within 1; days o! being made and details o! whi+h shall promptly be entered in theFZ1 Register.R2;I"-2R F "!AR2!L)2R" Arti+le 19 1-eryFreeZone1stablishment shall %eeparegister inwhi+hdetailsshall beenteredasregardsthe$hareholder o! theFreeZone1stablishment andasregardstheultimateownershipo! theFreeZone1stablishment and details thereo! 2and o! any +hanges therein3 shall be noti!ied to the FZ1 >nit within 1;days a!ter it is made and promptly entered in FZ1 Register."!AR2!L"2R=" R2"L3-IN" Arti+le 2< A +opy o! e-ery $hareholderEs Resolution shall be pro-ided to the FZ1 >nit within 1; days a!ter it is madeand details thereo! shall promptly be entered in the FZ1 Register.

"2*3RI-4 IN-2R2"-" Arti+le 212A3 The $hareholder may pledge or otherwise +harge some or all o! its shares in its Free Zone 1stablishmentto any +reditor in se+urity !or any debt or other obligation in+urred or to be in+urred by or binding upon theFree Zone 1stablishment.$u+h pledge or other +harge o-er any shares in a Free Zone 1stablishment willbe -oid i! details thereo! in the pres+ribed !orm are not deli-ered to the FZ1 >nit within 1; days o! the date o!su+h pledge or other +harge. )etails o! any su+h pledge or other +harge shall be entered promptly in theFZ1 Register.2'3 1-ery $hareholder o! a Free Zone 1stablishment shall +ause its Free Zone 1stablishment to %eep at itsregistered o!!i+e a register o! +hargesand to enter in it details o! any pledge or other +harge o! any or all o!the $hareholderEs share in the Free Zone 1stablishment.2*3 A Free Zone 1stablishment may grant any se+urity interest permitted under the laws o! $har:ah !rom timeto time to any +reditor in se+urity !or any debt or other obligation in+urred or to be in+urred by or binding uponthe Free Zone 1stablishment or any other person. Any su+h se+urity interest willbe -oid i! details in thepres+ribed !orm are not deli-ered to the FZ1 >nit within 1; days o! the date o! su+h se+urity interest. )etailso! any su+h se+urity interest shall be entered promptly in the FZ1 Register.2)3 >pon any pledge4 +harge or other se+urity interest as spe+i!ied in Arti+le "12A3and Arti+le "12'3 abo-ebeing dis+harged or upon any alteration in the name o! the +reditor or +reditors in whose !a-our su+h pledge4+harge or other se+urity interest operates4 details thereo! shall be noti!ied to the FZ1 >nit within 1; days andentered promptly in the FZ1 Register. IN>2"-I;A-IN AN) )2R2;I"-RA-IN Arti+le 222A3 The #FZ Authority may appoint one or more +ompetent persons as inspe+tors to in-estigate the a!!airs o!any Free Zone 1stablishment and report to the #FZ Authority in su+h !orm and within su+h time as it maydire+t. $u+happointment maybemadeontheappli+ationo! the$hareholder4 or o! theFreeZone1stablishment orbyany+reditor o! the$hareholder or o! theFreeZone1stablishment or bythe#FZAuthority a+ting unilaterally or by any other person pro-ided the #FZ Authority is pro-ided and otherwisesatis!iedthat goodreasonhasbeenshownor +ir+umstan+es arisen!or re8uiringthein-estigation. 2'3 Any inspe+tor appointed by the #FZ Authority pursuant to paragraph 2A3 abo-e shall ha-e su+h powers o!in-estigation as the #FZ Authority may -est in him.2*3 I! the FZ1 >nit has reasonable +ause to belie-e that any Free Zone 1stablishment is not +arrying onbusiness or in operation4 it may deregister the Free Zone 1stablishment a!ter en8uiry in writing o! the FreeZone 1stablishment to as+ertain i! it is +arrying on business or in operation and su+h Free Zone1stablishment either !ailing to respond to su+h en8uiry within A days thereo! or !ailing to demonstrate to thesatis!a+tion o! the #FZ Authority that it is +arrying on business or in operation. 2)3 Chen a Free Zone 1stablishment is deregistered all property and rights -ested in it and not owned by the#FZ Authority or any other person are deemed held by its $hareholder4 sa-e where su+h deregistration is asa +onse8uen+e o! any brea+h o! these Implementing Rules and Regulations or o! an FZ1 *ir+ular or theterms o! the Li+en+e relating to the Free Zone 1stablishment when4 and in any su+h +ase4 all su+h propertyand rights shallbe and be+ome !or!eited to and -ested in the #FZ Authority without +ompensation o! any%ind.213 A Free Zone 1stablishment shall be deregistered !rom the FZ1 Register upon and in a++ordan+e with anyorder there!or being issued by any *ourt in the 1mirate o! $har:ah.2F3 >pon deregistration o! a Free Zone 1stablishment all trading and other business operations o! su+h FreeZone 1stablishment must +ease and the $hareholder must ensure that the Free Zone 1stablishmentEs a!!airsare wound up under the super-ision o! an a++ountant li+ensed to +ondu+t business as su+h in the 1mirate o!$har:ah as li8uidator so as to 2i3 ensure that su+h winding up is +ondu+ted in a timely and organised way4Page 14 of 15ta%ing a++ount o! all assets o! the Free Zone 1stablishment and the +laims o! all +reditors and employeesthereo! and ensuring the payment4 or pro-ision !or payment o!4 or to dis+harge4 all +laims4 debts4 liabilitiesandobligationso! theFreeZone1stablishment sub:e+t tothelimitationo! liabilityo! the$hareholderspe+i!iedinArti+leAabo-e4 2ii3 distributeanysurplusassetso! theFreeZone1stablishment tothe$hareholder4 2iii3 +ause to be prepared by the li8uidator a statement o! a++ount in respe+t o! his a+tions andtransa+tions and 2i-3 ensure that a +opy o! su+h report is deli-ered to the FZ1 >nit within A days o! su+hreport being made. )etails o! su+h report shall be promptly entered in the FZ1 Register. FZ2 3NI- Arti+le 25The#FZ Authorityhasdesignatedadi-ision%nownastheFZ1>nit4 !ortheregistrationo! FreeZone1stablishments under these Implementing Rules and Regulations and -arious other matters as des+ribedherein.In parti+ular the FZ1 >nit shall maintain the FZ1 Register4 being a register in written or +omputerised!orm 2as the #FZ Authority may determine34 in whi+h shallbe entered details +on+erning ea+h Free Zone1stablishment as des+ribed herein. FZ2 R2;I"-2R Arti+le 26 2A3 The FZ1 Register shall be open to publi+ inspe+tion sub:e+t to su+h +onditions as the #FZ Authority maypres+ribe !rom time to time. 2'3 A Free Zone 1stablishment shall be deregistered !rom the FZ1 Register upon appli+ation being madethere!or by the $hareholder or the Free Zone 1stablishment to the FZ1 >nit in the pres+ribed !orm or uponthe Free Zone 1stablishment or the $hareholder being in brea+h o! any o! these Implementing Rules andRegulations or any FZ1 *ir+ular or the terms o! the Free Zone 1stablishmentEs Li+en+e and where4 i! su+hbrea+h is +apable o! remedy by the $hareholder or Free Zone 1stablishment4 su+h brea+h has not beenremedied within A days 2or su+h other period as the #FZ Authority may agree3 o! noti!i+ation by the FZ1 >nitin writing to the $hareholder or to the Free Zone 1stablishment as regards su+h brea+h.F22" AN) ,2NAL-I2" Arti+le 272A3 The #FZ Authority may re8uire the payment to the FZ1 >nit o! su+h !ees as the #FZ Authority mayre8uire in respe+t o! the !ormation and registration o! a Free Zone 1stablishment4 the re+eipt and re-iew o!do+uments4maintainingandupdatingtheFZ1Registerandthe+osto! any inspe+tionandin-estigation+arried out pursuant to Arti+le "" abo-e.In addition the #FZ Authority may re8uire the payment to the FZ1>nit o! su+h !ees as the #FZ Authority may determine on an annual or other periodi+ basis in respe+t o! anyFZ1.2'3 In the +ase o! any de!ault by the Free Zone 1stablishment or its $hareholder in +omplian+e with theseImplementing Rulesand RegulationsoranyFZ1*ir+ularorthetermsand+onditionso! theFreeZone1stablishmentEsLi+en+ethe#FZ Authoritymay4inadditiontoall other rightsandpri-ilegeshereunder4impose a !ine on the Free Zone 1stablishment andBor the $hareholder o! )hs o per day during the period o!su+h non(+omplian+e.2*3 1a+h Free Zone 1stablishment shall be re8uired to +omply with all FZ1 *ir+ulars and with the terms o!theLi+en+eissuedortobeissuedbythe#FZ AuthorityinrelationtotheFreeZone1stablishment in8uestion.;2N2RAL Arti+le 282A3 The#FZAuthority reser-es theright to alter4 +an+el4 supplement and-ary any or all o! theseImplementing Rules and Regulations as it may +onsider appropriate !rom time to time. 2'3 The #FZ Authority also reser-es the right to rela, or wai-e4 either in whole or inpart andeither un+onditionallyor sub:e+t tosu+h+onditionsasit deemsappropriate4 anyor all o! there8uirements spe+i!ied in these Implementing Rules and Regulations or any FZ1 *ir+ulars i! it +onsiders itappropriate to do so. 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