Appointment Of Auditor Board Resolution Template for the United Arab Emirates
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What is a Appointment Of Auditor Board Resolution?
The Appointment of Auditor Board Resolution is a crucial corporate governance document required under UAE law when appointing or reappointing an external auditor. It is typically prepared annually or when a change in auditor is needed, in accordance with Federal Law No. 32 of 2021 (UAE Commercial Companies Law) and Federal Law No. 12 of 2014 (Auditing Law). The resolution must be drafted to ensure compliance with local regulatory requirements, including specific provisions for different types of companies (private, public, or regulated entities). The document serves multiple purposes: it formally records the board's decision, provides necessary authorizations, establishes the audit engagement terms, and forms part of the company's official records for regulatory compliance. For listed companies, additional requirements from the Securities and Commodities Authority must be incorporated into the resolution.
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About the Appointment Of Auditor Board Resolution
An Appointment Of Auditor Board Resolution is a formal corporate document that your UAE company must prepare when appointing or reappointing external auditors. This resolution serves as official board authorization and creates a legal record of your auditor appointment decision, ensuring compliance with UAE corporate governance requirements and regulatory obligations.
When do you need this document?
You need this resolution when your company is appointing auditors for the first time, reappointing existing auditors for a new term, or changing to a different audit firm. UAE law requires most companies to appoint external auditors annually, making this document essential for your company's regulatory compliance. If you're a listed company on UAE exchanges, you'll need this resolution to satisfy Securities and Commodities Authority requirements. The resolution is also required when your previous auditor's term has expired, when shareholders have requested an auditor change, or when regulatory authorities mandate a change in auditors.
Key legal considerations
Your resolution must include specific authorizations and terms to be legally effective. The document should clearly identify the appointed audit firm, specify the audit scope and duration, and establish the auditor's fees or fee determination method. You must ensure the proposed auditor meets UAE qualification requirements under Federal Law No. 12 of 2014, including proper registration with relevant authorities. The resolution should address any conflicts of interest and confirm the auditor's independence from your company. For companies with subsidiaries, you'll need to consider whether the same auditor will audit consolidated accounts and specify this in the resolution.
Legal requirements in United Arab Emirates
Under Federal Law No. 32 of 2021, your board resolution must comply with specific UAE Corporate governance standards and include mandatory disclosures. The resolution must be passed with proper board quorum and voting procedures as outlined in your company's articles of association. Listed companies must ensure compliance with SCA Board Resolution No. 3/R.M of 2020 regarding corporate governance rules and auditor appointment procedures. You must file copies of the resolution with the UAE Ministry of Economy and relevant free zone authorities where applicable. DIFC companies must additionally comply with Dubai Financial Services Authority requirements for auditor appointments. The appointed auditor must be licensed under UAE auditing laws and registered with the appropriate professional bodies to legally conduct audits in the UAE.
GOVERNING LAW
Applicable law
This Appointment Of Auditor Board Resolution is drafted to comply with United Arab Emirates law. Key legislation includes:
Federal Law No. 12 of 2014 (Auditing Law): Regulates the auditing profession in the UAE, including qualifications required for auditors, registration requirements, and professional standards.
UAE Corporate Governance Rules (Chairman of Authority's Board of Directors' Resolution No. (3/R.M) of 2020): Provides guidelines for corporate governance including the role and appointment of external auditors, particularly for public joint stock companies.
SCA Board of Directors Resolution No. (3/R.M) of 2020: Specific regulations from the Securities and Commodities Authority concerning the appointment of auditors for public listed companies, including independence requirements and rotation rules.
DFSA Audit Module (AUD): For companies operating in the Dubai International Financial Centre (DIFC), these rules provide additional requirements for appointment of auditors and their qualifications.
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