Application for merger of Public Joint Stock Companies

This service enables companies to obtain SCA’s approval to mergers in which a public joint-stock company is party.

Service Process

1
Phase 1 (Initial approval):
2
Submit the application via email to Issuance@sca.ae , signed by representatives of the merging companies and accompanied by all required documents. SCA will grant initial approval upon review.
3
Phase 2 (Holding the assembly's meeting):
4
Email an application to Issuance@sca.ae with a draft announcement and documents to get SCA’s initial approval for publishing the merging companies’ general assembly invitation.
5
Phase 3 (Notifying the Creditors):
6
Submit an application via email to Issuance@sca.ae to get approval for notifying creditors of the merger resolution within 10 days of the general assembly’s approval. SCA will issue initial approval.
7
Phase 4 (The articles of association amendment):
8
Submit an application via email to Issuance@sca.ae with required documents to obtain a certificate approving the articles of association amendment and capital increase of the merging company.

Conditions & Requirements

A decision on the merger must be issued by the Board of Directors of the companies wishing to merge

A special decision approving the merger shall be issued by the General Assemblies of the companies wishing to merge

The companies wishing to merge shall enter into a contract stipulating the conditions, method of merger and the merger timetable, provided that such contract and timetable shall be submitted to the SCA and the concerned financial market

An acknowledgment that all shareholders of the merged entity will have equal rights and liabilities, along with a commitment to protect the interests of shareholders from both merging companies and the new company, while respecting public interest and the rights of creditors and stakeholders

Approval from all relevant authorities—such as the Central Bank, Insurance Authority, and other licensing bodies for specialized activities—is required, each according to its jurisdiction and applicable rules or instructions.

The merger must result in equal rights and liabilities for all shareholders of the entity arising from the merger.

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.

FAQ’s

What is meant by merger?

What is meant by acquisition?

Does the SCA Board Chairman’s Decision No. (18/Chairman) of 2017 on the Rules of Merger and Acquisition for Public Joint-Stock Companies apply to foreign companies?

To what entities do the merger and acquisition regulations apply?

Service completion duration

Application (Processing) Time
1 Hours

Service Duration
4 Days

Service channels

SCA Head Office
SCA Dubai Branch

Target audience

Local public joint-stock company

Service Code

370-001-026-000

Service Fees

Required Documents

The merger application signed by the representatives of the companies desiring to merge. Such application shall be accompanied by the following documents:
1- A copy of the resolutions of the Board of directors of the companies desiring to merge.
2- A copy of the merger contract.
3- Copies of the financial statement of the two fiscal years preceding the merger date. The same shall be audited by the companies' external auditor.
4- A copy of the initial approvals from the competent authorities on the merger process.
5- A copy of the agreements made with the competent advisory bodies participating in the merger process
6- A report on the work plan and method, the merger method, and the implementation schedule approved by merger process advisors
7- The audited financial positions of the companies desiring to merge no later than three months from the date of submitting the merger application to the SCA
8- An initial evaluation prepared by the companies desiring to merge or its financial advisors
9- Shareholders' prospectus for the merger in accordance with the Authority's form
10- The receipt proving the payment of the application fee of AED (30,000) by the payment methods adopted by the SCA.
11- Anti-Money Laundering and Real Beneficiary Model

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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