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Firms face no deadline or fine for non-amendment…

Companies in the UAE that have not changed their memorandum of association (MoA) in accordance with the provisions of the new Commercial Companies Law can now take it easy.

They will not be under pressure to comply with the new law before the June 30, 2017, deadline set earlier by the Ministry of Economy, nor do they have to face the hefty fine of up to Dh2,000 per day for non-compliance.

According to a notification by the Ministry of Economy obtained by Khaleej Times, the MoA of companies that have been in operation before the new Commercial Companies Law (CCL) came into effect would remain valid regardless of the latest deadline given for compliance.

This means, there will be no more deadline to be met by companies to amend their MoA and make the necessary modifications in accordance with the new law. Companies are also not required to pay fines for non-compliance within a specified timeline, Essam Al Tamimi, Senior Partner, Al Tamimi & Company, said.

As per the New Commercial Companies Law, which came into effect on July 1, 2015, existing companies were required to comply with the new MOA format and regulations before June 2017. Those that do not comply with the new deadline would have faced a fine of Dh2,000 a day and in extreme cases dissolution.

The long-awaited new regulations are aimed at refining regulatory structures within LLCs and Joint Stock Companies and expected to transform the business landscape of the national economy by raising the level of competitiveness as well as corporate rules to international standards.

The ministry said in its Ministerial Order No. 694 of 2016 that memorandum of association or articles of association of existing companies shall remain valid. “Any expression, text or article stated in such memorandum of association or articles of association inconsistent with provisions of law shall be deemed amended and replaced by texts of the law from the date this order is valid.”

“Companies shall comply with such amended texts and shall deemed conciliated its positions and consistent with Article No. 374 of the law.”

However, new companies applying for approval to its formation following issuance of the new Commercial Companies Law (CCL) “shall include in its memorandums of association the provisions stated in law and any provisions requested by the competent authority to be included in such memorandum of association or articles of association,” the notification said.

As per some of the critical changes in the law relating to the new law, every Joint Stock Company or Limited Liability Company shall have one or more auditors to audit the accounts of the company every year. The company shall apply the International Accounting Standards and Practices upon preparing its periodical and annual accounts, to give a clear and accurate view of the profits and losses of the company. As per the new CCL, if the company’s MoA does not stipulate the proportion of a partner in the profits or losses, his share thereof shall be pro rata to his stake in the capital. If the MoA is limited to specifying a partner’s share in the profits, his share in the losses shall be equivalent to his share in the profits and vice versa.

Addressing over 500 guests and members of the Institute of Chartered Accountants of India UAE (Dubai), Al Tamimi said the new CCL introduces some incremental reforms, mostly maintaining the fundamental framework and features of the old provisions such as foreign ownership restrictions and preemption rights in LLCs. “The new law also introduces new concepts such as allowing sole shareholder companies either in limited liability or private joint stock companies and addresses employees incentive share schemes,” he said. At the event, Al Tamimi also answered a range of questions on the DIFC law and wills among other legal topics.

The law aims to relax rules covering stock market flotations and seeks to attract more investment by moving corporate regulation closer to international standards. The law reduces the minimum free float of shares in company flotations on the UAE’s two main stock markets to 30 per cent from 55 per cent in a move aimed at encouraging company owners to go public. At present company owners are not allowed to divest less than 55 per cent stake in their firms in a public offering.

The new CCL retains a 49 per cent limit on foreign ownership. Under the new law, any foreign investor can own a maximum of 49 per cent of a locally-incorporated company, apart from companies incorporated in a free zone in which they can own 100 per cent. Where a public joint stock company lists, there is not a 51 per cent UAE ownership required, but there is a 51 per cent GCC requirement.

Under the new CCL, companies in the UAE can make their employees stakeholders in the firm in line with an employee share incentive scheme.

The most useful changes adopted in the new CCL are provisions allowing sole shareholder limited liability companies, or LLCs, and private joint stock companies; exempting government-owned companies from the new CCL if the company includes a provision in their memorandum to that effect; allowing partners to pledge their interests in LLCs; allowing certain non-pre-emptive share issuances by joint stock companies, or JSCs; and allowing founders to list their businesses yet retain 70 per cent of the shares.– issacjohn@khaleejtimes.com

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Firms face no deadline or fine for non-amendment of MoA

Companies in the UAE that have not changed their memorandum of association (MoA) in accordance with the provisions of the new Commercial Companies Law can now take it easy.

They will not be under pressure to comply with the new law before the June 30, 2017, deadline set earlier by the Ministry of Economy, nor do they have to face the hefty fine of up to Dh2,000 per day for non-compliance.

According to a notification by the Ministry of Economy obtained by Khaleej Times, the MoA of companies that have been in operation before the new Commercial Companies Law (CCL) came into effect would remain valid regardless of the latest deadline given for compliance.

This means, there will be no more deadline to be met by companies to amend their MoA and make the necessary modifications in accordance with the new law. Companies are also not required to pay fines for non-compliance within a specified timeline, Essam Al Tamimi, Senior Partner, Al Tamimi & Company, said.

As per the New Commercial Companies Law, which came into effect on July 1, 2015, existing companies were required to comply with the new MOA format and regulations before June 2017. Those that do not comply with the new deadline would have faced a fine of Dh2,000 a day and in extreme cases dissolution.

The long-awaited new regulations are aimed at refining regulatory structures within LLCs and Joint Stock Companies and expected to transform the business landscape of the national economy by raising the level of competitiveness as well as corporate rules to international standards.

The ministry said in its Ministerial Order No. 694 of 2016 that memorandum of association or articles of association of existing companies shall remain valid. “Any expression, text or article stated in such memorandum of association or articles of association inconsistent with provisions of law shall be deemed amended and replaced by texts of the law from the date this order is valid.”

“Companies shall comply with such amended texts and shall deemed conciliated its positions and consistent with Article No. 374 of the law.”

However, new companies applying for approval to its formation following issuance of the new Commercial Companies Law (CCL) “shall include in its memorandums of association the provisions stated in law and any provisions requested by the competent authority to be included in such memorandum of association or articles of association,” the notification said.

As per some of the critical changes in the law relating to the new law, every Joint Stock Company or Limited Liability Company shall have one or more auditors to audit the accounts of the company every year. The company shall apply the International Accounting Standards and Practices upon preparing its periodical and annual accounts, to give a clear and accurate view of the profits and losses of the company. As per the new CCL, if the company’s MoA does not stipulate the proportion of a partner in the profits or losses, his share thereof shall be pro rata to his stake in the capital. If the MoA is limited to specifying a partner’s share in the profits, his share in the losses shall be equivalent to his share in the profits and vice versa.

Addressing over 500 guests and members of the Institute of Chartered Accountants of India UAE (Dubai), Al Tamimi said the new CCL introduces some incremental reforms, mostly maintaining the fundamental framework and features of the old provisions such as foreign ownership restrictions and preemption rights in LLCs. “The new law also introduces new concepts such as allowing sole shareholder companies either in limited liability or private joint stock companies and addresses employees incentive share schemes,” he said. At the event, Al Tamimi also answered a range of questions on the DIFC law and wills among other legal topics.

The law aims to relax rules covering stock market flotations and seeks to attract more investment by moving corporate regulation closer to international standards. The law reduces the minimum free float of shares in company flotations on the UAE’s two main stock markets to 30 per cent from 55 per cent in a move aimed at encouraging company owners to go public. At present company owners are not allowed to divest less than 55 per cent stake in their firms in a public offering.

The new CCL retains a 49 per cent limit on foreign ownership. Under the new law, any foreign investor can own a maximum of 49 per cent of a locally-incorporated company, apart from companies incorporated in a free zone in which they can own 100 per cent. Where a public joint stock company lists, there is not a 51 per cent UAE ownership required, but there is a 51 per cent GCC requirement.

Under the new CCL, companies in the UAE can make their employees stakeholders in the firm in line with an employee share incentive scheme.

The most useful changes adopted in the new CCL are provisions allowing sole shareholder limited liability companies, or LLCs, and private joint stock companies; exempting government-owned companies from the new CCL if the company includes a provision in their memorandum to that effect; allowing partners to pledge their interests in LLCs; allowing certain non-pre-emptive share issuances by joint stock companies, or JSCs; and allowing founders to list their businesses yet retain 70 per cent of the shares.– issacjohn@khaleejtimes.com

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NAICOM Approves Accounts of 32 Insurance Firms

Ebere Nwoji

The National Insurance Commission (NAICOM), has approved the financial reports of 32 out of the existing 59 insurance and reinsurance firms in the country.

The commission, in a statement titled ‘Status of 2016 Financial Statements of Insurance Companies as at June 13th, 2017 gave the names of the approved firms as FBN General Insurance, Wapic Life Insurance, Ensure Insurance, Continental Reinsurance, Zenith General Insurance, FBN Insurance, Zenith Life Assurance and Consolidated Hall Mark Assurance.

Others are Custodian and Allied, Custodial Life, Law Union and Rock, Wapic General, AIICO Insurance, AXA Mansard, Prestige Assurance, Nem Insurance, Regency Insurance and LASACO Assurance Plc.

Also approved by the commission were the reports of the following Companies ‘UnityKapital Assurance, Cornerstone Insurance, Fin Insurance Royal Exchange General, Leadway Assurance Plc, Old Mutual General Insurance Plc, Staco Assurance, Mutual Benefit Life Assurance, Sovereign Trust Insurance, NSIA Insurance, Standard Alliance Life, Mutual Benefit Assurance Plc, Old Mutual Life Assurance,

The accounts of these companies have been approved.
NAICOM, however, did not approve the accounts of the following nine insurance firms that have submitted their accounts statements.

They include Guinea insurance, whose account was queried by the commission, ARM Life whose account is still undergoing review, Niger Insurance, still at review stage, Nigerian Reinsurance corporation, whose report was queried, United Metropolitan Nigerian Life report also queried, Standard Alliance General Insurance, report also queried, Linkage Assurance, review in process, sterling Assurance and KBL Insurance whose reports are under review in process stage. The firms are required to present their accounts accounting to international Finance Reporting requirements.

The insurance sector, fully adopted the International Finance Reporting Standard (IFRS) system of accounts presentation barely three years ago.

Since then, preparing and presenting their annual financial accounts has always been a big challenge to the industry operators, this is despite series of training given to them by the regulator, Some firms still find it difficult to get their accounts easily approved by the Commission due to poor presentation.

At the initial stage, many firms paid heavy fine to their regulators due to late filing of their reports.

But presently, there have been tremendous improvement on this in the past two year as more and more insurance firms are getting used to the system.

Insurance firms have June 30th deadline to file their annual reports, failure to meet this attracts a daily fine of N5000 until such firms file and get their report approved by the regulator.


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New European rules will sting unprepared small firms the hardest

Separately, the company is to hire a key new data-protection executive in Dublin in response to tough new European laws that increase fines to €20m or up to 4pc of global turnover.

Facebook’s initiative against escalating extremism online comes after British prime minister Theresa May and French president Emmanuel Macron called on tech companies to do more to tackle dangerous and threatening content on the internet.

New measures include image-matching, language analysis and deeper forms of artificial intelligence to weed out threatening activity.

But Ms Bickert, pictured, said that the initiative is part of a longstanding company policy and not the direct result of calls from European leaders.

“We remove this content primarily because it’s not okay to have it on our site,” she said.

“That comes from us and the policies we’ve had for years. Recent attacks have made people question what we should be doing to stand up against radicalisation but our commitment is longstanding. This is something that we have cared about for a long time.”

Under the initiative, new technology will be able to match faces and other imagery with databases featuring previously flagged content.

“When someone tries to upload a terrorist photo or video, our systems look for whether the image matches a known terrorism photo or video,” said Ms Bickert.

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“This means that if we previously removed a propaganda video from Isil, we can work to prevent other accounts from uploading the same video to our site. In many cases, this means that terrorist content intended for upload to Facebook simply never reaches the platform.”

In a separate development, the company is reacting to next year’s EU General Data Protection Regulation law with the imminent appointment of a new “senior” executive to be based in Dublin.

“That’s a senior role coming into the team of many hundreds of people on our privacy program,” said Stephen Deadman, Facebook’s global deputy chief privacy officer.

He added:”It’s a key appointment for us.”

Facebook recently announced an expansion of its Dublin headquarters.

Mr Deadman was speaking at the Dublin Data Summit, where executives and regulators are meeting to discuss new developments.

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Opposing Donald Trump, conservative bloc demands reforms to internet spy law

WASHINGTON: An influential conservative bloc of Republican lawmakers on Thursday said it opposed renewal of an internet surveillance law unless major changes were made in how the US government collects and uses American data, reflecting disagreement within the majority party.

A week ago, President Donald Trump’s administration and 14 Republican US senators said they wanted the spying authority to be renewed without any changes before it expires at the end of the year.

Amendments to the Foreign Intelligence Surveillance Act adopted by Congress in 2008, including a controversial part known as Section 702, broadened the US government’s legal authority to conduct surveillance of phone calls, emails and other communications belonging to foreigners who live overseas.

US intelligence agencies and US allies consider the law vital to national security, but privacy advocates have criticized Section 702 for allowing the incidental collection of data belonging to an unknown number of Americans without a search warrant.

“Government surveillance activities under the FISA Amendments Act have violated Americans’ constitutionally protected rights,” the group of about three dozen lawmakers, known as the House Freedom Caucus, said in a statement. “We oppose any reauthorization of the FISA Amendments Act that does not include substantial reforms to the government’s collection and use of Americans’ data.”

The caucus in the US House of Representatives has already had success in challenging the Trump White House and the Republican congressional leadership on other policy issues. It opposed legislation to overhaul the US healthcare system on grounds that it did not do enough to repeal former President Barack Obama’s healthcare law, earning concessions on a bill that passed the House in May.

The intraparty dissent among Republicans in Congress over Section 702 resembles a debate that took place two years ago, when lawmakers disagreed sharply over whether to curtail a National Security Agency program that collected US call metadata in bulk – a practice exposed publicly by former intelligence contractor Edward Snowden.

The dispute led to the brief expiration of the USA Patriot Act before lawmakers passed a law effectively terminating the bulk collection practice.

The extent of Section 702 spying was also revealed in disclosures by Snowden, prompting outrage internationally and embarrassing some US technology firms.

On Wednesday, a declassified court document, made public in response to lawsuits filed by the American Civil Liberties Union and Electronic Frontier Foundation, revealed that an unidentified US technology company objected in 2014 to participating in a Section 702 program, but was ordered by a judge on the Foreign Intelligence Surveillance Court to comply.

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Torres Law Founding Member, Olga Torres, is recognized by Chambers and Partners

Ms. Torres, who handles notable trade matters for numerous companies in the United States and abroad, joins a few select attorneys in the United States recognized by Chambers and Partners for their trade law expertise.

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12594258-olga-torres

DALLAS & PHILADELPHIAJune 15, 2017PRLog — Ms. Torres was listed in Chambers’ 2017 Guide as a Recognized Practitioner in the areas of Nationwide International Trade: Export Controls & Economic Sanctions. Chambers and Partners identifies and ranks the most outstanding law firms and lawyers in over 180 jurisdictions throughout the world. Chambers and Partners’ research department is unique as it is the largest of its kind in the world with over 170 full-time staff whose talent, skill, and integrity ensure the accuracy and integrity of the Chambers’ Guides.

Ms. Torres concentrates her practice in the areas of customs and international trade law, exports, sanctions, anti-corruption compliance, and industrial security matters.

In 2015, 2016, and 2017, Ms. Torres was rated as a Super Lawyer Rising Star for Thompson Reuter’s “Super Lawyers” publication, a distinction given to less than 2.5 percent of the attorneys in the state. As a recognized leader in trade law, Ms. Torres was recently reappointed by the U.S. Assistant Secretary of State to the Defense Trade Advisory Group (DTAG). In this capacity, she advises the Bureau of Political-Military Affairs, which is the U.S. Department of State’s principal link to the Department of Defense, on its regulation of defense trade in accordance with the Arms Export Control Act and its implementing regulations under the International Traffic in Arms Regulations.

Ms. Torres is a frequent speaker and moderator. She has lectured on international trade for organizations, universities and government agencies in different countries, including the United Kingdom, the Netherlands, Mexico, Thailand, France, and Canada.

She was previously an attorney in the International & Cross Border Transactions group at Holland & Knight LLP in Washington, D.C. Ms. Torres is licensed to practice law in Washington, D.C., the State of Texas, Pennsylvania, and the U.S. Court of International Trade.

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Jacksons Law Managing Partner Jane Armitage

Jacksons Law was established in 1876 and is now one of the longest established legal firms in the North East of England, with offices in Newcastle and Teesside.

It has a team of specialist lawyers offering legal advice to both businesses and private clients in the region, from Northumberland, Tyne & Wear and Durham, to Teesside and North Yorkshire.

Jacksons employ over 70 staff including, 10 partners and over 30 legally trained personnel, as well as a team of specialists who are professionally qualified in accounts and marketing.

Talking recently about a resurgence in the area, Managing Partner Jane Armitage told The Gazette: “Teesside is definitely getting a different image now, and if you look at a place like Teesport, this is seen as an area where land is available, and that is not anti-industrial.”

Here, Senior Partner Geoff Skeoch tells us: “There is a lot to be encouraged about and the potential is enormous.”

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Invest in Teesside

  • Karl Pemberton, Active Financial Services
    Karl Pemberton, Active Financial
  • Iain Sim, chief executive of regeneration and housing company Coast & Country
    Iain Sim, Coast & Country
  • Colin Fyfe, Chief Executive, Darlington Building Society
    Colin Fyfe, Darlington Building Society
  • Jane Armitage of Jacksons
    Jane Armitage, Jacksons Law
  • Angela Lockwood, North Star housing CEO
    Angela Lockwood, North Star
  • Zoe Lewis, principal of Middlesbrough College
    Zoe Lewis, Middlesbrough College
  • Paul Booth
    Paul Booth, Tees Valley LEP
  • Mike Matthews, Nifco
    Mike Matthews, Nifco
  • Steve Grant, TTE Training
    Steve Grant, TTE
  • Simon Hamilton, Managing Director, UK Steel Enterprise
    Simon Hamilton, UK Steel Enterprise

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Financial Poise™ Announces “Securities Law Compliance,”…

Financial Poise™ Webinars and West LegalEdcenter are pleased to announce the on demand release of a new webinar “Securities Law Compliance,” designed to introduce attorneys and business owners to the basics of securities law compliance. Moderator Rafael Zahralddin-Aravena of Elliott Greenleaf joins panelists from firms including Duval & Stachenfeld, Downey Brand, The Brownstein Corp. and Sheppard Mullin to discuss a host of legal requirements and best practices related to corporate compliance.

Chicago, IL (PRWEB) June 15, 2017

This Financial Poise webinar series covers internal investigations related to

  • corporate and regulatory compliance,
  • corporate law compliance,
  • securities law compliance (with a focus on the Sarbanes-Oxley Act) and
  • executive compensation.


The episodes in this series examine these topics from a company’s perspective. The main focus is on the impact on a company’s day-to-day and long-term operations.

The 3rd episode of the “Inside Counsel Insider: Corporate & Regulatory Compliance 1.0 – 2017” series is available now on demand! “Securities Law Compliance” (Register Here) features Moderator Rafael Zahralddin-Aravena of Elliott Greenleaf. Rafael is joined by Lori Anne Czepiel of Duval & Stachenfeld, Bruce Dravis of Downey Brand LLP, Howard Brownstein of The Brownstein Corp. and Craig Mordock of Sheppard Mullin.

The Securities and Exchange Commission is entrusted with a significant corporate compliance regulatory function. Seminal legislation — such as the Sarbanes-Oxley (“SOX”) and Dodd-Frank Acts — expanded this in the recent past.

This webinar discusses board fiduciary duties. Panelists explore the tension between state corporate law standards and federal law.

Board composition, independence, structure and processes (including committee best practices) are analyzed. Director independence and audit committees are specifically discussed — including related requirements, regulations and exemptions.

Similarly, the NASDAQ and the NYSE requirements for director independence are discussed. Panelists cover disclosure matters related to SOX compliance. This involves timing and content of an issuer’s periodic disclosures.

This episode examines the legal requirements and best practices related to disclosure procedures and internal controls under SOX. The discussion involves the means of controlling costs of SOX (especially for smaller public companies). Also included: trends in the industry related to high regulatory compliance costs. Finally, applicability and best practices for privately held companies and SOX are covered, as well.

Each episode is delivered in Plain English understandable to business owners and executives without a background in these areas. Yet, it is proven to be valuable to seasoned professionals. Each episode in the series brings you into engaging (and sometimes humorous) conversations.

Every Financial Poise webinar is designed to entertain as it teaches. Moreover, every Financial Poise episode in a series is designed to be viewed independently of the other episodes. Participants will enhance their knowledge of this area whether they attend one, some or every episode.

ABOUT FINANCIAL POISE™:

Financial Poise™ (http://www.financialpoise.com) provides unbiased news, continuing education and intelligence to private business owners, executives and investors. For more information contact Jennifer Storch at jstorch(at)financialpoise(dot)com or 312-469-0135.


For the original version on PRWeb visit: http://www.prweb.com/releases/corporate-regulatory/securities-law-compliance/prweb14428134.htm


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Attorneys named top practitioners in immigration law

Klasko Immigration Law Partners announces that H. Ronald Klasko and William A. Stock have been selected for inclusion in The Most Powerful Employment Attorneys Guide for 2017. The 10th annual list — selected by Lawdragon and produced in partnership with Human Resource Executive — was recently published on Lawdragon.com and in HRE’s print magazine. Klasko and Stock were named as two of the 20 top practitioners in the area of immigration law. Selections were based on Lawdragon’s editorial research as well as by submissions from firms and other visitors to Lawdragon.com and HREonline.com.

H. Ronald Klasko is widely recognized by businesses, universities, hospitals, scholars, investors and other lawyers as one of the country’s leading immigration lawyers. A founding member of Klasko Immigration Law Partners, LLP and its Managing Partner, he has practiced immigration law exclusively over three decades. He is a graduate of Lehigh University, he received his law degree from the University of Pennsylvania Law School (1974).

William Stock, of Cherry Hill, has practiced immigration law exclusively for over 20 years and is president of the American Immigration Lawyers Association. He has been listed in Best Lawyers in America every year since 2004 and Chambers Global: The World’s Leading Lawyers for Business every year since 2006Stock is a co-author of the “J Visa Guidebook” from Lexis Publishing along with numerous immigration law articles. A summa cum laude graduate of the University of St. Thomas in St. Paul, Minnesota, he received his law degree from the University of Minnesota (1993).

Klasko Immigration Law Partners, LLP has offices in Philadelphia and New York. For more information, www.klaskolaw.com.

This item submitted by Kim Lownes, Stacy Clark Marketing LLC, for Klasko Immigration Law Partners.

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