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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A lawyer, legal researcher and legal tech founder, Swetha has built AI products deployed inside Tier 1 firms and enterprises. She ensures GenieAI's alignment with the latest regulation and executes testing on the legal robustness of Genie output.

Reviewed by

Imad Mohammed Nazar

Legal Engineer, GenieAI

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A Skadden-trained M&A lawyer, Imad advised on cross-border transactions and contractual risk before moving into legal AI. He reviews GenieAI's output for compliance and enforceability across our 150+ supported jurisdictions, as well as facilitating external benchmarking.

Jurisdiction

United Arab Emirates

Publisher

GenieAI

Sector

Business

Cost

Free to use

Last updated

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.

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