Closing down your company

Strike off your limited company

Overview

There are a number of options for closing down your ADGM limited company, including having the company struck off or liquidated. In this section we outline the process and requirements for having your company struck off the ADGM Companies Register. There are two types of strike off available in the ADGM Companies Regulations:

  1. Strike off with notice, and
  2. Strike off with a prescribed statement.
Both types of strike off will be explained below.

Eligibility

To be eligible to apply for strike off, the company must not have done any of the following in the last 3 months:

  • changed its name,
  • traded or carried on business, or
  • disposed of property or rights.

Additionally, you cannot file a strike off application if:

  • there are any Court proceedings involving your company that haven't been finally concluded, or
  • the company is in administration, liquidation or receivership.

Closing down your company

Before applying to strike off your limited company, you must first close it down properly. To do so you should attend to the following*, where applicable:

  • make sure your employees are treated according to the relevant requirements,
  • cancel or transfer all employee visas / sponsorships and cancel the company's establishment card and e-channels account (go to ACCESSADGM),
  • cancel the company's P.O. Box,
  • cancel any other registrations or permits (e.g. vehicle registration linked to the company), issued by other UAE government authorities,
  • terminate (or transfer) the lease for your company's registered office address (if not already expired),
  • surrender the company's lease registration with the Registration Authority (if not already expired),
  • take down the company's website and cancel utility accounts, and
  • deal with your company's assets and liabilities.

* This list is non-exhaustive.


Applying for strike off

Option 1 - Strike Off with Notice

Overview

Strike off with notice means informing (giving notice) to all relevant parties that a strike off application has been filed with the Registrar. Relevant parties are those who could be affected by the company closing and include the company's:

  • members (shareholders),
  • directors,
  • creditors,
  • employees, and
  • a manager or trustee of any employee pension fund.

You must give notice (i.e. a copy of the strike off application) to the relevant parties within 7 days of filing the strike off application with the Registration Authority.

Note: if you don't follow this step it is a serious offence and you can face a fine.

How to Apply

Strike off applications must be filed electronically via the Registration Authority's online registry solution.

To file an application for strike off with notice, go to the Online Registry Solution and follow the steps below.

Step 1. Click on the 'Maintain Company' button within the Company Details page.

Step 2. Select ‘Voluntary Strike Off’ from the drop down.

Step 3. To apply for strike off with notice, select the 'Normal' option.

Step 4. Complete the form including uploading the necessary supporting documents.

Step 5. Submit.

Supporting documents required

A strike off with notice application must include the following supporting documents:

  • a directors' resolution, signed by a majority of directors,
  • an undertaking regarding the company's eligibility, signed by one of the directors, and
  • Evidence of lease termination / expiry.

Note: it is a serious offence to make a dishonest strike off application - you can face fines if you do so.

Resources

  1. Unofficial template undertaking is available by clicking here.


Option 2 - Strike Off with a Prescribed Statement

Overview

Strike off with a prescribed statement is a streamlined strike off process, which does not require a notice to be given to relevant parties, but does involve further eligibility criteria.

To be eligible for strike off with a prescribed statement your company must:

  1. fall within the definition of small as per the small companies regime in the ADGM Companies Regulations 2020 (see section 369), and
  2. not conduct financial services, regulated by the Financial Services Regulatory Authority (except Reg Lab participants).

Companies qualify as small when the following two conditions are satisfied:

  1. Turnover not more than USD 13.5 million, and
  2. Number of employees not more than 35.

How to Apply

Strike off applications must be filed electronically via the Registration Authority's online registry solution.

To file an application to strike off with a prescribed statement, go to the Online Registry Solution and follow the steps below.

Step 1. Click on the 'Maintain Company' button within the Company Details page

Step 2. Select 'Voluntary Strike Off' from the drop down.

Step 3. To apply for strike off with a prescribed statement, select the 'Simplified' option.

Step 4. Complete the form including uploading the necessary supporting documents.

Step 5. Submit.

Supporting documents required

A strike off with a prescribed statement application must include the following supporting documents:

  • a prescribed statement, signed by a ALL directors,
  • a shareholders' resolution, signed by ALL members, and
  • Evidence of lease termination / expiry.

Note: it is a serious offence to make a dishonest strike off application you can face fines if you do so.

Resources

  1. Unofficial template prescribed statement is available by clicking here.
  2. Unofficial template shareholders’ resolution is available by clicking here.


Fees

There is no fee to apply to strike off your company.


What happens next

The Registration Authority will review the application and if it is complete and correct you will receive a confirmation email that the application has been processed.

The Registration Authority will then publish a Public Notice of the company's intention to be struck off.

The notice is published for a duration of:

  • 3 months for strike off with notice, or
  • 2 months for strike off with a prescribed statement.

If no person raises an objection with the Registration Authority during the notice period, the company will be struck off the register at the end of the notice period.

The Registrar will issue you a confirmation letter and also publish a second Public Notice confirming that the company has been dissolved (does not legally exist anymore).

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