Appointing A Director By Ordinary Resolution Template for the United Arab Emirates

When your UAE company needs to appoint a new director, you must follow specific legal procedures outlined in UAE Federal Law No. 32 of 2021. An Appointing A Director By Ordinary Resolution is the formal document that records shareholders' decision to add someone to your company's board of directors. This resolution creates a legally binding appointment and ensures compliance with UAE corporate governance requirements.

When do you need this document?

You need this resolution when filling casual vacancies on your board, expanding the number of directors, or appointing directors between annual general meetings. Common scenarios include when an existing director resigns unexpectedly, when your business growth requires additional board expertise, or when shareholders want to replace underperforming directors. The resolution is also necessary when appointing foreign directors to UAE companies, provided they meet the qualification requirements under UAE law. Public joint-stock companies must ensure appointments comply with Securities and Commodities Authority guidelines, while mainland companies must satisfy Department of Economic Development requirements.

Key legal considerations

Your resolution must clearly identify the appointee and confirm they meet UAE director qualification requirements, including being at least 21 years old and not being disqualified under commercial law. The document should specify the director's term of office, remuneration arrangements, and any specific responsibilities or limitations. You must ensure the appointee consents to the appointment and understands their fiduciary duties under UAE law. The resolution should reference your company's articles of association and confirm the appointment doesn't exceed the maximum number of permitted directors. Consider including provisions for director insurance and indemnification to protect both the company and the new director.

Legal requirements in United Arab Emirates

Under UAE Federal Law No. 32 of 2021, ordinary resolutions require approval by more than 50% of shares represented at a properly convened shareholders' meeting. You must provide adequate notice to all shareholders, typically 15 days for general meetings, unless your articles specify otherwise. The resolution must be recorded in your company's minute book and filed with relevant authorities within prescribed timeframes. For mainland companies, notify the Department of Economic Development within 30 days of the appointment. Public companies must also inform the Securities and Commodities Authority and ensure the new director meets any independence requirements. Free zone companies should check specific regulations applicable to their jurisdiction, as requirements may vary between different free zones.