A Board Resolution To Transfer Shares is a crucial corporate governance document required under UAE law when company shares are being transferred between parties. This document is mandatory for UAE mainland and free zone companies and must comply with Federal Commercial Companies Law (Federal Law No. 2 of 2015, as amended). The resolution is typically prepared following a formal board meeting where the proposed share transfer is discussed and approved. It serves multiple purposes: documenting the board's approval, providing instructions for implementing the transfer, ensuring compliance with regulatory requirements, and maintaining proper corporate records. The document includes specific details about the transfer, such as the number of shares, parties involved, consideration, and any conditions that must be met. For listed companies, additional requirements from the Securities and Commodities Authority must be addressed in the resolution.
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1. Header and Company Details: Full legal name of the company, commercial license number, and registered office address
2. Date and Time: Date, time, and location of the board meeting
3. Attendance: List of board members present and absent, confirmation of quorum
4. Chairman: Identity of the meeting's chairman and confirmation of their authority
5. Purpose: Statement of the specific purpose of the meeting regarding share transfer
6. Transfer Details: Specific details of the proposed share transfer including number of shares, parties involved, and consideration
7. Board Considerations: Key factors considered by the board in making their decision
8. Resolution: Formal resolution language approved by the board
9. Implementation Authority: Authorization for specific individuals to execute the transfer
10. Closure: Formal closing of the meeting and signature requirements
1. Regulatory Compliance: Required for listed companies or when specific regulatory approvals are needed
2. Share Transfer Restrictions: Include when there are pre-emption rights or other transfer restrictions in the Articles
3. Multiple Class Provisions: Required when dealing with different classes of shares
4. Related Party Disclosures: Include when the transfer involves related parties
5. Valuation Details: Required when the share price determination needs to be documented
6. Conditions Precedent: Include when the transfer is subject to specific conditions being met
1. Share Transfer Details: Detailed schedule showing current and post-transfer shareholding structure
2. Board Members' Information: List of board members with their details and signatures
3. Supporting Documents: List of relevant documents reviewed by the board (valuation reports, due diligence reports, etc.)
4. Powers of Attorney: If applicable, documents authorizing representatives to execute the transfer
5. Regulatory Approvals: Copies or references to required regulatory approvals
6. Share Certificate Details: Information about the share certificates being transferred or cancelled
Relevant legal definitions
Articles of Association
Board
Chairman
Company
Commercial License
Commercial Register
Consideration
Directors
Effective Date
Encumbrance
Meeting
Ministerial Resolution
Ordinary Shares
Parties
Regulatory Authority
Resolution
Securities
Share Certificate
Share Transfer
Shareholders
Shares
Trade License
Transfer Date
Transferee
Transferor
Board
Chairman
Company
Commercial License
Commercial Register
Consideration
Directors
Effective Date
Encumbrance
Meeting
Ministerial Resolution
Ordinary Shares
Parties
Regulatory Authority
Resolution
Securities
Share Certificate
Share Transfer
Shareholders
Shares
Trade License
Transfer Date
Transferee
Transferor
Clauses
Meeting Constitution
Quorum Confirmation
Authority and Powers
Share Transfer Details
Consideration
Transfer Conditions
Board Approval
Implementation Authority
Regulatory Compliance
Document Execution
Record Keeping
Share Certificate Issuance
Register Updates
Legal Compliance
Authorization of Officers
Signature Requirements
Quorum Confirmation
Authority and Powers
Share Transfer Details
Consideration
Transfer Conditions
Board Approval
Implementation Authority
Regulatory Compliance
Document Execution
Record Keeping
Share Certificate Issuance
Register Updates
Legal Compliance
Authorization of Officers
Signature Requirements
Relevant Industries
Financial Services
Real Estate
Technology
Manufacturing
Retail
Healthcare
Energy
Construction
Professional Services
Telecommunications
Transportation
Hospitality
Education
Media & Entertainment
Agriculture
Relevant Teams
Legal
Corporate Governance
Board Secretariat
Compliance
Finance
Corporate Affairs
Shareholder Relations
Risk Management
Company Secretariat
Executive Office
Relevant Roles
Chief Executive Officer
Company Secretary
Legal Counsel
Board Director
Corporate Governance Officer
Compliance Manager
Managing Director
Chief Legal Officer
Board Chairman
Chief Financial Officer
Corporate Secretary
Shareholder Relations Manager
General Counsel
Legal Director
Corporate Affairs Manager
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