Voluntary strike off is the process of dissolving a company at the company's request and there are two methods available under the ADGM Companies Regulations:
Ordinary voluntary strike off: An application for strike off is approved by the Company's directors by way of board resolution, and submitted to the Registrar for notice to the public for 3 months before the strike off can be finalised. Within 7 days of the submission to ADGM, the Company must provide notice of the strike off application to the shareholders, directors, creditors, employees and managers or trustees.
Simplified voluntary strike off: An application for strike off is approved by all of the shareholders of the company. The application is supported by a Prescribed Statement signed by all of the directors of the company. The strike off application is submitted to the Registrar for notice to the public for 2 months before the strike off can be finalised.
A Company must meet the following requirements to be able to apply for either type of voluntary strike off:
It must not have done any of the following things in the last 3 months:
changed its name,
traded or carried on business, or
disposed of property or rights.
There must not be an Court proceedings involving the company that have not been concluded.
The Company must not be in administration, liquidation or receivership.
To apply for a simplified voluntary strike off, the Company must additionally qualify as a "small company" which means:
It does not conduct financial services, regulated by the FSRA (besides Reg Lab participants).
The company's turnover is less than USD 13.5 million during the financial year.
It employed less than 35 people during the financial year.
If the ADGM company is a Parent Company, you must combine the totals of the parent and subsidiary companies and still fall within the above criteria to take advantage of this simplified voluntary strike off process.
Before applying to strike off an ADGM company, you must first make sure it is closed down properly. Below are some examples of the formalities:
Cancel or transfer all employee visas / sponsorships and cancel the company's establishment card and e-channels account.
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 it has not already expired. If the current lease registration has not already expired, this needs to be surrendered. For SPV’s, Clara will satisfy this requirement without requiring your action.
Take down the company's website and cancel utility accounts.
Deal with the company's assets and liabilities and ensure any shares are otherwise transferred or disposed of.