A Special Board Resolution is a crucial corporate governance document used in the United Arab Emirates when companies need to formally document significant board decisions that require special treatment under UAE law. This document type is particularly important for decisions that go beyond routine operational matters, such as major strategic changes, significant financial commitments, changes in corporate structure, or matters requiring regulatory approval. The resolution must comply with UAE Federal Commercial Companies Law (Federal Decree-Law No. 32 of 2021) and may need to meet additional requirements depending on the company's location (mainland or free zone) and type (public or private). Special Board Resolutions often require submission to various authorities such as the Department of Economic Development or relevant free zone authorities, and may need notarization or other forms of authentication. The document serves as official evidence of board decisions and protects both the company and its directors by ensuring proper corporate governance procedures are followed.

1. Title and Company Details: Full legal name of the company, company registration number, and clear indication that this is a Special Board Resolution

2. Date and Venue: Specific date, time, and location of the board meeting

3. Attendance and Quorum: List of directors present, confirmation of quorum requirements being met

4. Chairman: Identification of the meeting's chairman

5. Notice and Waiver: Confirmation that proper notice was given or waived by all directors

6. Recitals: Background information explaining why the special resolution is needed

7. Resolution Details: Clear and specific details of what is being resolved, using 'RESOLVED THAT' format

8. Authority: Authorization for specific individuals to implement the resolution

9. Certification: Statement certifying the resolution's validity and its passing

10. Execution: Signature blocks for required signatories