Corporate Resolution Template for the United Arab Emirates

A corporate resolution is a formal document that records official decisions made by your company's board of directors or shareholders in the United Arab Emirates. This legal instrument serves as binding proof of corporate authority and ensures your business decisions comply with UAE commercial law requirements. Whether you're authorizing major transactions, appointing officers, or making strategic business decisions, a properly executed corporate resolution protects your company and provides the legal documentation required by UAE authorities.

When do you need this document?

You need a corporate resolution whenever your company makes significant decisions that require formal board or shareholder approval under UAE law. Common situations include opening or closing bank accounts, entering into major contracts or partnerships, authorizing loans or credit facilities, appointing or removing corporate officers, approving mergers or acquisitions, declaring dividends, and authorizing the sale of company assets. UAE banks and government entities typically require corporate resolutions as proof of authority before processing major transactions. Additionally, you'll need resolutions for compliance with Securities and Commodities Authority regulations if your company is publicly traded or seeking investment.

Key legal considerations

Your corporate resolution must include specific elements to be legally valid in the UAE. The document should clearly identify the company, specify the type of meeting held, confirm proper notice was given to all participants, and verify that the required quorum was present. The resolution text must be precise and unambiguous, clearly stating what authority is being granted and to whom. Pay careful attention to voting requirements, as different decisions may require simple majority, special majority, or unanimous consent depending on your company's articles of association. Include proper signatures from authorized officers and consider having the document notarized for certain high-value transactions. Ensure the resolution aligns with your company's internal governance policies and doesn't conflict with existing agreements or UAE regulatory requirements.

Legal requirements in United Arab Emirates

Under Federal Law No. 32 of 2021, UAE companies must maintain detailed records of all corporate resolutions and board decisions. The law requires that resolutions be properly documented, voted upon by authorized individuals, and stored as part of the company's official records. For mainland UAE companies, resolutions must comply with Department of Economic Development regulations, while free zone companies follow specific free zone authority requirements. Public companies must also adhere to Securities and Commodities Authority guidelines regarding disclosure and reporting of certain resolutions. The resolution must be written in Arabic or include an Arabic translation for official government submissions, though English versions are acceptable for internal corporate use and most banking transactions.