Directors Resolution To Issue Shares Template for the United Arab Emirates

A Directors Resolution To Issue Shares is a formal corporate document that you need when your UAE company's board of directors decides to authorize the issuance of new shares to increase the company's share capital. This resolution provides legal documentation of the board's decision and ensures compliance with UAE corporate law requirements.

When do you need this document?

You'll need this resolution when your company plans to raise additional capital through new share issuance, whether for business expansion, debt repayment, or bringing in new investors. This document is essential when existing shareholders exercise pre-emption rights to subscribe to additional shares, or when your company needs to issue shares to new strategic partners or employees under an employee share ownership plan. You'll also require this resolution if your company is converting from one legal structure to another and needs to restructure its share capital, or when implementing a capital increase as required by regulatory authorities or lenders.

Key legal considerations

Your resolution must clearly specify the number and class of shares being issued, the subscription price per share, and any special rights or restrictions attached to the new shares. You need to ensure the resolution confirms that proper notice was given to all directors and that a valid quorum was present during the meeting. The document should reference your company's articles of association provisions regarding share issuance and confirm that existing shareholders' pre-emption rights have been properly addressed. You must also include details about the intended use of funds raised and ensure the resolution complies with any foreign ownership restrictions applicable to your business sector.

Legal requirements in United Arab Emirates

Under UAE Federal Law No. 32 of 2021, your Directors Resolution To Issue Shares must comply with specific statutory requirements for share capital increases. You need to ensure the resolution is passed by the required majority of directors as specified in your articles of association and UAE law. The document must be properly signed by the chairman of the meeting and the company secretary, with clear identification of all participating directors. You're required to file this resolution with the relevant UAE authorities, including the Department of Economic Development for mainland companies or the appropriate free zone authority for free zone entities. The resolution must also comply with any sector-specific regulations and foreign ownership caps that apply to your business, particularly if you're issuing shares to non-UAE nationals or entities.