Board Resolution For One Person Company Template for the United Arab Emirates
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What is a Board Resolution For One Person Company?
A Board Resolution For One Person Company is a crucial corporate governance document used in the United Arab Emirates when the sole shareholder-director needs to formally document company decisions. This document type became particularly relevant after the introduction of One Person Companies in UAE corporate law, specifically under Federal Decree-Law No. 32 of 2021. The resolution is typically required for significant corporate actions such as opening bank accounts, authorizing financial transactions, appointing representatives, changing business activities, or making structural changes to the company. It must be drafted in compliance with UAE corporate law requirements and often needs to be presented to government authorities, banks, or other third parties as evidence of properly authorized corporate decisions. The document's format and content should reflect the unique nature of an OPC while maintaining the formality and legal validity required for corporate resolutions in the UAE.
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About the Board Resolution For One Person Company
A Board Resolution For One Person Company is a formal legal document that allows the sole shareholder-director of a One Person Company (OPC) in the United Arab Emirates to make and record official business decisions. Under UAE Federal Decree-Law No. 32 of 2021, OPCs have specific governance requirements that differ from traditional multi-shareholder companies, making this resolution format essential for maintaining proper corporate compliance and decision-making records.
When do you need this document?
You need this resolution whenever your OPC must make significant business decisions that require formal documentation. Common situations include opening new bank accounts, authorizing large financial transactions, appointing company representatives or agents, changing business activities or licenses, entering into major contracts, or making structural changes to the company. Banks, government authorities, and business partners often require these resolutions as proof that decisions have been properly authorized according to UAE corporate law. The document is also essential when dealing with the Department of Economic Development, obtaining new licenses, or when third parties need evidence of your authority to act on behalf of the company.
Key legal considerations
The resolution must clearly establish your dual capacity as both sole shareholder and director, demonstrating your authority to make binding decisions for the company. It should reference your company's incorporation documents and articles of association to establish the legal basis for your decision-making power. The document must include specific details about the decisions being made, including dates, amounts, and parties involved where applicable. You should ensure that all resolutions comply with your company's articles of association and do not contradict any existing agreements or regulatory requirements. The resolution should be properly dated, signed, and witnessed if required by the specific circumstances or requesting party.
Legal requirements in United Arab Emirates
Under UAE Federal Decree-Law No. 32 of 2021, One Person Companies must maintain proper corporate governance despite having a single shareholder-director. Your resolution must comply with the Commercial Companies Law and any relevant Ministerial Resolutions, particularly Resolution No. 539 of 2017 regarding corporate governance. The document should include your company's full legal name, commercial registration number, and registered address as they appear in official records. Depending on the nature of the decision and the requesting authority, you may need to have the resolution notarized, attested, or approved by relevant government departments. Some resolutions may require translation into Arabic if they will be submitted to UAE government authorities, and certain banking or licensing decisions may need additional regulatory approvals from entities like the Central Bank or Department of Economic Development.
GOVERNING LAW
Applicable law
This Board Resolution For One Person Company is drafted to comply with United Arab Emirates law. Key legislation includes:
Ministerial Resolution No. 539 of 2017: Provides guidance on corporate governance and board resolutions for private joint stock companies, which can be applicable to OPCs by analogy
UAE Federal Law No. 4 of 2000: Law concerning the Emirates Securities and Commodities Authority (ESCA), relevant for any decisions involving company securities or ownership changes
Department of Economic Development Regulations: Local regulations governing business operations and licensing requirements in the relevant emirate
UAE Federal Law No. 2 of 2015: Commercial Companies Law amendments that introduced the concept of One Person Companies, providing historical context and fundamental principles
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