Key takeaways
- A board resolution in the UAE is a signed record that a company's directors or managers approved a decision, but many UAE companies have no board at all, so the approval comes from their manager or their shareholders instead.
- A mainland UAE LLC needs approval from partners holding at least three quarters of the shares represented at the meeting to amend its memorandum of association or change its share capital (Article 101, Federal Decree-Law No. 32 of 2021).
- A mainland UAE LLC general assembly needs notice of at least 21 days and a quorum of partners holding 50% of capital, unless the memorandum sets a higher figure; the decisions go in a register kept at the company's head office.
- Free zone companies follow their own regulations: SHAMS sets a default resolution majority of more than 50%, and DMCC asks for an e-signed shareholder resolution when a company changes its officers.
- The most common avoidable rejection is the wrong body approving the decision, so read your memorandum before drafting any resolution.
What is a board resolution in the UAE?
Authorities, banks and notaries ask for a board resolution as written proof that the right people approved a decision. UAE law doesn't prescribe one form; the document is called a board resolution, a managers' resolution, a shareholders' resolution or a general assembly resolution depending on who decided.
The Commercial Companies Law (Federal Decree-Law No. 32 of 2021) says a mainland LLC is run by one or more managers, and its partners may appoint a board and give it the powers set out in the memorandum (Article 83). Many small LLCs and single-owner free zone companies never create one. In those companies a "board resolution" is really a manager's decision or a shareholder's decision, and the paperwork should say so.
Who has to approve: the board, the manager or the shareholders?
The approving body depends on the decision and on what your memorandum says, because shareholders usually keep the constitutional decisions and managers or directors take operational ones. Managers of a mainland LLC have full management powers unless the memorandum restricts them (Article 83).
| Decision | Usual approving body | Basis (checked 14 October 2026) |
|---|---|---|
| Day-to-day management and contracts | Manager or board of managers, within the memorandum | Federal Decree-Law No. 32 of 2021, Article 83 |
| Amend memorandum or change share capital (mainland LLC) | General assembly, three quarters of shares represented | Federal Decree-Law No. 32 of 2021, Article 101 |
| Appoint or remove a director or general manager (SHAMS) | Shareholders, by resolution | SHAMS Companies and Licensing Regulations 2017, Article 26.1 |
| Change company name (SHAMS) | Resolution, then memorandum amendment and notice to the free zone | SHAMS Regulations 2017, Article 14.3 |
| Pay a distribution (SHAMS) | Shareholders, by resolution before payment | SHAMS Regulations 2017, Article 43.3 |
| Appoint or remove an auditor (SHAMS) | Shareholders, by resolution | SHAMS Regulations 2017, Article 42.1 |
| Change an officer (DMCC) | Shareholder resolution; board resolution if the shareholder is a company | DMCC change of company officer guidelines |
What quorum, notice and majority apply?
For a mainland LLC, a general assembly decision needs 21 days' notice, a quorum of 50% of capital and, for most items, a majority of the shares represented. Constitutional changes need a higher bar of three quarters.
| Item | Rule for a mainland LLC | Article |
|---|---|---|
| Notice of general assembly | At least 21 days before the meeting | 93 |
| Quorum | Partners holding at least 50% of capital, unless the memorandum sets more | 96 |
| If quorum isn't met | A second meeting between 5 and 15 days later | 96 |
| Ordinary decisions | Majority of the shares represented, unless the memorandum sets a greater majority | 96 |
| Memorandum amendment or capital change | At least three quarters of the shares represented; unanimous consent to increase any partner's financial obligations | 101 |
| Minutes | Recorded in a special register at the company's head office | 100 |
Accurate as of 14 October 2026, from the 2021 text of Federal Decree-Law No. 32 of 2021. Federal Decree-Law No. 20 of 2025 has since amended the law, so confirm article numbers against the current consolidated text.
Three quarters: the share of represented votes a mainland UAE LLC needs to amend its memorandum or change its capital. Source: Federal Decree-Law No. 32 of 2021, Article 101, checked 14 October 2026.
Do free zone, DIFC and ADGM companies follow different rules?
Yes: a free zone company follows its own regulations, not the mainland LLC articles above, so the quorum, notice and majority can differ. SHAMS defines a "Resolution" as a decision passed by more than 50% of shareholders present in person or by proxy, unless the memorandum sets another majority (Article 4.1 of its 2017 Regulations). It also treats a capital change as a memorandum amendment (Article 22.2) and requires notice to the free zone within ten business days (Article 16.1(a)).
SHAMS counts written resolutions of shareholders and directors as company records, accepts electronic signatures (Article 4.3) and requires records to be kept for at least six years (Article 17.1). DMCC takes shareholder resolutions with e-signatures. ADGM runs its own Companies Regulations 2020, which include a rule on written resolutions of private companies; DIFC has its own Companies Law. If your company sits in one of these, use that regulator's text, not the mainland rules.
How do you draft and file a resolution?
A resolution that authorities accept names the right body, matches the registry record and states one clear decision. The steps below suit most amendments.
- Read the memorandum and any shareholders' agreement to find which body must approve the decision and by what majority.
- Open the service page of the authority you're filing with (Dubai Economy and Tourism, the Ministry of Economy or your free zone) and check whether it wants a template, a meeting record or a written resolution.
- Draft the resolution with the company name exactly as on the licence, the licence number, the date, one operative sentence stating the decision, the effective date and the person authorised to file.
- Record how it passed: for a meeting, the date, quorum and votes; for a written resolution, every required signature.
- Sign in the capacity shown on the registry record (manager, director or authorised signatory); use e-signature where the authority accepts it.
- Notarise or certify the document only if the authority or bank asks for it.
- File through the authority's portal and keep the signed original in the company's minute register.
If you'd rather not track these dates by hand, the free UAE compliance calendar is a calendar of your company's UAE tax and compliance deadlines, personalised from a few questions, as a PDF and calendar file.
What most guides don't tell you
- The signature has to match the registry, not the person's real role. If you changed your manager last week but the free zone record still shows the old name, a resolution signed by the new manager can be bounced until the record updates. Practitioner checklists list a signatory capacity that doesn't match the registry as a reason for rejection, so sequence the manager change first and the dependent filings after it.
- One resolution, one entity, one filing. Practitioner guidance warns that bundling several entities or several separate filings into one resolution is a reason authorities send documents back. Draft a separate resolution for each company and each authority.
- The 2025 amendments added manager deadlines. Law-firm summaries of Federal Decree-Law No. 20 of 2025 report that a mainland company must appoint a replacement within 30 days after a manager's term expires and notify the authority, and that a manager's resignation takes effect after 30 days if the general assembly doesn't act. We couldn't confirm the effective date or exact wording from the official text, so read the decree-law before you rely on those periods.
- A meeting record and a written resolution aren't interchangeable. Some authorities expect a meeting record where the governing documents require a meeting. If your mainland LLC holds a general assembly, the 21-day notice rule applies, so check the notice period before you promise a decision date.
Which deadlines apply to your company?
Resolutions usually sit behind a licence renewal, a shareholder change or a tax filing, and each has its own date. The free UAE compliance calendar lists them for your company.
Frequently asked questions
How do I increase share capital in a UAE company? In a mainland LLC, increasing share capital needs approval from partners holding at least three quarters of the shares represented at the meeting (Article 101 of Federal Decree-Law No. 32 of 2021). In SHAMS, shareholders approve a capital increase by resolution and it counts as a memorandum amendment, which must be notified to the free zone within ten business days.
Can I change my company's legal form from sole establishment to LLC? A sole establishment has one owner, so the decision that matters is that owner's own signed decision. What the licensing authority then asks for varies by emirate and free zone, so check its amendment service before you draft anything.
How do I update my company address with the free zone? Your free zone sets the document list for an address change, so start with its service page and template. Where it asks for a resolution, a short one approving the new address and naming the person authorised to file is normally enough.
How do I get documents attested for a UAE company? The authority or bank receiving the document decides whether it wants notarisation, attestation or just a certified copy, so ask before anyone signs. DMCC, for example, lists attestation only for the certificate of incumbency of a corporate shareholder, not for the e-signed resolution itself.
How do I close a company in the UAE properly? Closure normally starts with the owners or partners approving it by resolution, and then follows the licensing authority's own liquidation or cancellation process. SHAMS publishes separate Liquidation Regulations (2018), so check your authority's rules before you cancel visas or the licence.
About Qawi · Qawi is a corporate services firm licensed in the Sharjah Media City (SHAMS) free zone, handling company formation, visas and PRO, bookkeeping, VAT and corporate tax for UAE businesses. Guides are researched from FTA, Ministry of Finance and free zone sources. Qawi on LinkedIn
Sources
- Federal Decree-Law No. 32 of 2021 on Commercial Companies (UAE Legislation portal)
- Federal Decree-Law No. 32 of 2021, Ministry copy of the English text
- Sharjah Media City Free Zone Authority Companies and Licensing Regulations 2017
- Sharjah Media City Free Zone Authority Liquidation Regulations 2018
- DMCC: Change of company officer guidelines
- ADGM Companies Regulations 2020: Written resolutions of private companies
- DIFC Companies Law, DIFC Law No. 5 of 2018
- Interpretation only, not primary sources: Gowling WLG on the 2025 Commercial Companies Law amendments; Reed Smith on the 2025 amendments; ATB Legal on drafting UAE corporate resolutions
Last checked: 14 October 2026
This is general information, not tax or legal advice for your specific situation.