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Request for increasing or decreasing PJSC's capital

This service enables public joint-stock companies to increase or decrease their equity capital

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Service Process

Conditions & Requirements

1- Company capital increase the capital increase shall be in one of the following ways:

- Cash increase through priority rights issue.

- Transfer of reserves or profits to capital

- Transfer of bonds or sukuk into capital

- Transfer of the company's cash debts to capital

- For the benefit of the company's employee stock incentive program

- Contribution of a strategic partner

- As a result of the company's merger process

2- That the entire issued capital of the company has been paid.

- Special conditions: Issuance of a initial approval from the SCA to:

* Issuance of bonds or sukuk.

* Create a employee's stock incentive program

* Entering the strategic partner.

* Merger with the public joint stock company.

2- Company’s Capital Decrease:

- Increasing the capital beyond the company's need, or if the company suffers a loss that is not likely to be compensated by future profits

* The reduction of the company’s capital shall be by one of the following methods:

- Reducing the nominal value of the shares, either by refunding part of their value to the shareholders or by releasing them from what they owe from the value of the shares or part of it

- Reducing the value of the shares by cancelling a part of this value equal to the loss incurred by the company

- Reducing the value of the shares by cancelling a part of this value equal to the loss incurred by the company

- Cancellation of a number of shares equal to the part to be reduced

- Buying a number of shares equal to the part to be reduced and destroyed

* Special conditions applicable to a capital increase through the contribution of a strategic partner,a merger transaction,or an acquisition of shares in an existing company:

- Publication of a summary of the assessment report together with the notice of the general meeting, outlining the methodologies applied, the key assumptions underlying the assessment, and the factors influencing the financial results

Service completion duration

Application (Processing) Time
30 Mins

Request for increasing or decreasing PJSC's capital
7 Days

Service channels
  1. SCA Head Office
  2. SCA Dubai Branch
Target audience
  • public joint-stock company
Service Code

370-001-011-000

Required Documents

  1. Company's capital increase: Step 1: Initial Approval: 1. An application to the CMA to increase the company's capital

  2. A copy of the company’s board of directors’ decision to increase the company’s capital

  3. Draft announcement to call the extraordinary general assembly to consider the capital increase proposal

  4. The report of the Board of Directors that will be presented to the shareholders during the Extraordinary General Assembly regarding the increase

  5. Issuance price calculating mechanism

  6. Approvals from the competent authorities (the Central Bank for banks, finance companies and financial investments, and the insurance companies).

  7. An acknowledgment from the subscription manager to comply with AML/CFT laws, as per the CMA’s prescribed form (please send the form).

  8. The real beneficiary's data

  9. In addition to fulfilling the following according to each case:

  10. Cash increase through priority rights issue - Work plan

  11. Transfer of bonds or sukuk into capital: - The CMA's prior approval of the issuance of bonds or sukuk convertible into shares in the event of converting the bonds or sukuk into capital

  12. Fair value report of the company's shares to determine the share price for converting cash debts into capital through share issuance.

  13. A company statement, approved by the auditor, showing debt origination date, value, balance history, key terms, interest amount, and repayment period.

  14. The approval of the creditors to convert their debts into shares at the price specified in the fair value report

  15. CMA's prior approval is required for issuing an employee stock incentive program in case of a capital increase through such a program.

  16. Contribution of a strategic partner: - The CMA’s prior approval of the entry of the strategic partner in the event of a capital increase through the entry of a strategic partner

  17. As a result of the company's merger process - The CMA’s prior approval of the merger in the event of a capital increase over shares resulting from a merger process

  18. Step 2: Follow up on the company's capital increase procedures

  19. A copy of the special resolution of the general assembly meeting that approved the increase in the company's capital.

  20. In addition to fulfilling the following according to each case: 1. Cash increase through rights issue - Approval of the relevant market on the draft announcement.

  21. A copy of the General Assembly’s special resolution authorizing the Board to convert bonds or sukuk into shares in the company’s capital.

  22. For the employee stock incentive program: submit a request to issue shares at least one month before final maturity, including share quantity and entitled employees’ names.

  23. Step 3: Approval of the company's capital increase

  24. A request to the CMA to approve the capital amendment, attached with a list of articles to be amended showing texts before and after the changes.

  25. The receipt evidencing payment of the fees due to the CMA

  26. A company report confirming completion of AML/CFT risk verification per the CMA’s form (please provide the form).

  27. A letter from the auditor confirming the subscribed and paid-up amount of the capital, the new capital, and the amount and percentage of what the subscribers paid.

  28. In addition to fulfilling the following according to each case: Cash increase through priority rights issue:

  29. A statement approved by the subscription manager with the subscription data, including the subscription coverage percentage, the total amounts collected and the number of subscribers

  30. Acknowledgment by the chairman attaching a report with financial statements on the capital increase use progress, and presenting a final report to the annual general assembly.

  31. A letter from the company’s auditor confirming audit of debt balances and validating the value and number of new shares issued for debt-to-share conversion.

  32. A letter from the company’s auditor confirming audit of the employee stock incentive program, eligibility of beneficiaries, and calculation of value and number of new shares to be issued.

  33. Reducing the company's capital: Step 1: Initial Approvals

  34. An application addressed to the CMA to approve the reduction of the company's capital, explaining the justifications for the reduction, approved by the Chairman of the Board of Directors

  35. A copy of the company’s board of directors’ decision in which the proposal to reduce the company’s capital was approved, indicating the amount and method of reduction

  36. Approvals of the competent authorities and authorities to reduce the capital (the Central Bank for banks, finance companies and financial investments, and insurance companies).

  37. The wording for the item on reducing the company's capital, which will be presented to the general assembly

  38. Auditor’s report for the association detailing justifications for capital reduction, including reasons, loss origin date, and auditor’s position if losses exist.

  39. A copy of the report of the Board of Directors that will be presented to the General Assembly regarding the justifications for reducing the capital.

  40. The company's balance sheet for the fiscal year ended before the General Assembly's decision to reduce the capital

  41. A statement of the bonds and sukuk convertible into shares, issued by the company and still existing

  42. The draft invitation to be sent to the shareholders to offer their shares for sale, in the event that the company purchases and destroys its shares

  43. Step 2: Announcing Creditors

  44. A copy of the minutes of the general assembly meeting that decided to reduce the capital

  45. A draft of the declaration of creditors' invitation according to Form (AR-D1) (provide us with the form).

  46. Step 3: Agree to reduce the company's capital

  47. A request addressed to the CMA to issue a certificate approving the amendment of the Articles of Association, accompanied by the following documents:

  48. Evidence of publishing the creditors’ announcement in two daily local newspapers issued in the Arabic language

  49. Acknowledgment from the Chairman that creditors applying within the legal period have paid their debts, along with proof of security for deferred debts.

  50. Auditor’s certificate confirming the reduction completion, describing the method used, capital before and after reduction, and the number of shares canceled.

  51. Pay the applicable fees

  52. The wording of the articles to be amended from the articles of association in accordance with the capital reduction before and after the amendment

  53. The approval of the competent local authority to reduce the capital

For assistance, get in touch through

Call: 800 SCAUAE (722823)

Working Hours

  • Monday-Thursday: 7:30 AM - 3:30 PM
  • Friday: 7:30 AM - 12:00 PM
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