Under the UAE Commercial Companies Law, Federal Decree-Law No. 32 of 2021, liquidation is generally conducted by one or more liquidators. These are appointed by the partners, General Assembly, or equivalent body. If liquidation is ordered by a court, the competent court determines the liquidation method and appoints the liquidator.
What Is a Liquidator in the UAE?
Who Can Appoint a Liquidator in the UAE?
Steps to Appoint a Liquidator in the UAE
Steps to Appoint a Liquidator in the UAE
1. Pass the Required Resolution
For a voluntary liquidation, the company’s partners, shareholders, or relevant governing body normally need to approve the dissolution and appointment of the liquidator through the appropriate resolution.
The resolution should clearly identify the appointed liquidator and may also establish the scope of authority and applicable fees, depending on the relevant jurisdiction.
2. Select a Qualified Liquidator
The company should select a professional who is legally eligible to undertake the liquidation and has appropriate experience with corporate closures.
When comparing a company liquidation service in Dubai, businesses should consider its experience with the company’s specific jurisdiction. Further see documentation requirements, tax matters, creditor settlement, and government procedures.
3. Submit the Appointment to the Relevant Authority
The liquidator’s appointment must be recorded through the applicable authority or registry. The exact process varies between mainland companies and free-zone entities. Some free-zone regulations, for example, require the appointment to be notified to the registrar and may prescribe specific documentation and timelines.
4. Prepare the Company’s Financial Position
The liquidator needs sufficient information about the company’s financial position to conduct the liquidation properly. This can include:
5. Notify and Deal With Creditors
A major part of liquidation is dealing with creditors and outstanding claims. Depending on the applicable jurisdiction and procedure, creditors may need to be notified and given an opportunity to submit their claims.
For example, certain free-zone regulations require publication of the commencement of liquidation and provide an objection period for creditors.
6. Settle Outstanding Obligations
The liquidator works through the company’s outstanding financial obligations before the remaining assets can be distributed. This may involve settling:
The order and treatment of payments can depend on the applicable law and the company’s circumstances.
Role and Responsibilities of a UAE Company Liquidator
Asset Identification and Preservation
The liquidator identifies company assets and takes appropriate steps to preserve them during the liquidation process. Assets may include cash, inventory, vehicles, equipment, property, receivables, intellectual property, or other company-owned items.
Collection of Outstanding Receivables
If customers or other parties owe money to the company, the liquidator may take steps to collect those amounts and bring the funds into the company’s liquidation process.
Payment of Company Debts
The liquidator assesses and settles legitimate company liabilities from available assets, subject to applicable legal requirements and priority rules.
Sale of Assets
Where necessary, company assets may be sold to generate funds for settling liabilities. Certain regulations expressly provide liquidators with authority to sell movable or immovable property.
Bank Account Management
The liquidator may operate, maintain, and close company bank accounts as required to complete the liquidation.
Legal Representation
A liquidator may represent the company in legal proceedings and other matters connected with the liquidation.
Maintaining Liquidation Records
Proper records are important throughout the process. The liquidator may need to maintain liquidation registers, financial statements, correspondence, creditor information, and supporting documentation.
A company liquidation check before submitting the final application can help identify outstanding government, tax, employee, lease, or financial obligations that may delay closure.
Why Professional Assistance Can Help?
What Happens After Company Liquidation?
How MAKCA Can Help With Company Liquidation
Conclusion
FAQs
Does every UAE company need a liquidator to close?
The requirement depends on the company’s legal structure, jurisdiction, and applicable liquidation procedure. Companies should confirm the specific requirements with their licensing authority before proceeding.
Can a company’s existing auditor become its liquidator?
Under the UAE Commercial Companies Law, a liquidator cannot simultaneously be the company’s auditor and cannot have audited the company’s accounts during the five years immediately before the appointment.
Does appointing a liquidator immediately cancel the company’s trade licence?
No. Appointment of a liquidator is part of the liquidation process. Licence cancellation and removal from the relevant register generally occur after the required liquidation procedures have been completed and accepted by the relevant authority.
Can the liquidator sell company property?
A liquidator may have authority to sell company assets where this is necessary for the liquidation, subject to the applicable law, authority requirements, and the terms of the appointment. Certain UAE free-zone regulations expressly provide for the sale of movable and immovable property by the liquidator.
