Board Resolution Appointing Corporate Secretary Template for the United Arab Emirates

When your company needs to appoint a corporate secretary in the United Arab Emirates, you must formally document this decision through a board resolution that complies with UAE commercial law requirements. This document serves as official evidence of the appointment and establishes the secretary's legal authority to manage corporate administration, maintain statutory records, and ensure regulatory compliance.

When do you need this document?

You need this resolution when establishing a new company that requires a corporate secretary, when your current secretary resigns or their term expires, or when expanding your management structure to improve corporate governance. Listed companies on UAE stock exchanges must appoint corporate secretaries as mandated by Securities and Commodities Authority regulations. The resolution is also required when restructuring your company's administrative roles or when regulatory authorities request evidence of proper corporate governance structures during compliance reviews.

Key legal considerations

The resolution must clearly define the appointee's scope of duties, term of appointment, and remuneration structure to avoid future disputes. You should ensure the candidate meets all legal qualifications required under UAE law, including any professional certifications or experience requirements specified by regulatory authorities. The document should reference your company's articles of association and confirm that the board has proper authority to make this appointment. Include provisions for termination conditions, confidentiality obligations, and the secretary's reporting responsibilities to maintain clear governance boundaries.

Legal requirements in United Arab Emirates

Under UAE Federal Law No. 32 of 2021, the board resolution must be properly documented during a formal board meeting with adequate quorum present. Listed public joint stock companies must comply with additional SCA Resolution No. 3/R.M of 2020 requirements regarding corporate governance standards and secretary qualifications. The resolution should be filed with relevant authorities, including the UAE Department of Economic Development for registration purposes. You must ensure the appointed secretary understands their statutory duties under UAE corporate governance codes, including maintaining company registers, managing shareholder communications, and ensuring compliance with disclosure requirements for listed entities.