General Meeting Resolution Template for the United Arab Emirates

A General Meeting Resolution is a fundamental corporate governance document that formally records decisions made during your company's shareholder meetings in the United Arab Emirates. Under UAE Federal Law No. 32 of 2021, you must prepare this document whenever your company holds an ordinary or extraordinary general assembly to ensure legal compliance and maintain proper corporate records.

When do you need this document?

You need a General Meeting Resolution whenever your company conducts any shareholder meeting that requires formal decision-making. This includes annual general meetings for approving financial statements and appointing auditors, extraordinary meetings for major corporate changes like amendments to memorandum of association, capital increases or decreases, mergers and acquisitions, and meetings to approve significant contracts or strategic decisions. Listed companies must also prepare resolutions for meetings involving dividend distributions, director appointments or removals, and compliance with Securities and Commodities Authority requirements. Additionally, you'll need this document when conducting virtual or hybrid meetings, which have become increasingly common in the UAE's evolving corporate landscape.

Key legal considerations

Your General Meeting Resolution must accurately reflect all procedural requirements to ensure validity under UAE law. The document must demonstrate proper notice was given according to your company's articles of association, typically requiring at least 21 days for ordinary meetings and 15 days for extraordinary meetings. Quorum requirements must be met and documented, with specific thresholds varying by company type and meeting purpose. The resolution must include detailed voting records, showing the number of shares represented for each decision, and clearly identify all attendees, including those participating by proxy. You must ensure the chairman and secretary are properly appointed and authorized, and that all decisions fall within the meeting's stated agenda. The document should also reference compliance with SCA Resolution No. (3/R.M) of 2020 for governance requirements, particularly for public joint-stock companies.

Legal requirements in United Arab Emirates

Under UAE Federal Law No. 32 of 2021, your General Meeting Resolution must comply with specific statutory requirements for corporate meetings. The document must be prepared in Arabic or include certified Arabic translations for official submissions, and maintained in your company's statutory records for at least five years. For public companies, additional requirements under UAE Federal Law No. 4 of 2000 apply, including specific disclosure obligations and reporting to the Securities and Commodities Authority. The resolution must be signed by the meeting chairman and secretary, with original signatures required for certain corporate actions. You must also ensure compliance with Ministerial Resolution No. 518 of 2009 regarding governance standards, particularly for resolutions involving related-party transactions or significant corporate changes. The document may need to be notarized or authenticated depending on its intended use, especially for international transactions or regulatory filings.