Key takeaways
- In a UAE limited liability company, the general assembly of partners appoints and dismisses the manager by resolution unless the memorandum of association or the manager's appointment contract says otherwise, and a court can dismiss a manager when a partner petitions and the court finds a legitimate cause (Federal Decree-Law No. 32 of 2021, Articles 83 and 85).
- A UAE company must notify its licensing authority within 30 days of a manager's services ending, and must appoint a replacement within that same period (Article 85(3)).
- The Commercial Companies Law separately requires a company to notify the authority and the registrar within 15 working days of any change to its registered particulars, and the managers are jointly liable for losses caused by failing to register an amendment (Article 15(3) and (4)).
- A company registered with the FTA must update its authorised signatory details on EmaraTax within 20 working days of the change; the service is free and the FTA states processing takes about 20 business days.
- Each free zone and mainland authority runs its own amendment process; DMCC states 2 to 3 weeks of processing, and other authorities' fees and timelines need confirming with them.
Who can change the manager of a UAE company, and how?
The partners decide. Under Federal Decree-Law No. 32 of 2021 (the Commercial Companies Law), an LLC's management is entrusted to one or more managers named in the memorandum of association, who can be partners or outsiders; if the memorandum or a separate contract doesn't name them, the general assembly of partners appoints them (Article 83).
Removal works the same way in reverse. Unless the memorandum of association or the appointment contract provides another method, the general assembly dismisses the manager by resolution, whether or not the manager is a partner. One or more partners can also ask the court to dismiss a manager, and the court will do so if it finds a legitimate cause (Article 85(1)). The article doesn't state the majority needed, so check your memorandum.
"Manager" is the LLC term; free zones often say "director" or "company officer", and companies with a board follow their own articles, so read your constitutional documents first.
Federal Decree-Law No. 20 of 2025 amended the Commercial Companies Law with effect from 15 October 2025. The law-firm summary we reviewed lists no changes to the manager articles, but it isn't the legislation, so check the consolidated text before relying on article numbers.
What deadlines apply when a UAE company changes its manager?
Three clocks can run at once: 30 days to notify the licensing authority of a manager's departure, 15 working days to notify of changed registered particulars, and 20 working days to update the FTA. The table sets them side by side.
| Step | Deadline | Basis |
|---|---|---|
| General assembly decides on a manager's written resignation | 30 days from submission; if no decision, the resignation takes effect when the period ends, unless the memorandum or contract says otherwise | Federal Decree-Law No. 32 of 2021, Article 85(2) |
| Notify the licensing authority that a manager's services have ended, and appoint a replacement | 30 days | Article 85(3) |
| Notify the authority and registrar of any change to registered particulars | 15 working days | Article 15(3) |
| Update authorised signatory details with the FTA on EmaraTax | 20 working days from the change | FTA Tax Records Amendment service |
| FTA processing of the amendment | About 20 business days after a complete application | FTA Tax Records Amendment service |
| DMCC processing of a company officer change | 2 to 3 weeks | DMCC change of company officer guidelines |
Accurate as of 14 October 2026. Authorities other than DMCC publish their own timelines; confirm yours before you plan around them.
If you'd rather not track these dates by hand, the free UAE compliance calendar lists them for your company: a free calendar of your company's UAE tax and compliance deadlines, personalised from a few questions, as a PDF and calendar file.
30 days: the maximum period for a UAE company to notify its licensing authority that a manager's services have ended and to appoint another manager. Source: Federal Decree-Law No. 32 of 2021, Article 85(3), checked 14 October 2026.
What steps and documents does the licensing authority need?
Expect a shareholders' resolution, identity documents for the incoming manager and an online filing with your licensing authority. The detail differs by authority, and the steps below follow DMCC's published process as a worked case.
- Read the memorandum of association and the outgoing manager's appointment contract for removal rules, notice periods and signing requirements.
- Hold the general assembly, or sign a written shareholders' resolution, that removes the outgoing manager (or accepts the resignation) and appoints the new one.
- Collect the incoming manager's documents: passport copy, UAE residence visa page if they hold one, a no objection certificate (NOC) from their current sponsor if they are on another employer's visa, and a specimen signature.
- File the amendment on the authority's portal; at DMCC that is the Member Portal, under Company Amendment Services.
- Sign the documents the authority issues (DMCC uses e-signature) and, where the authority asks, submit originals.
- Download the amended licence or registry extract, then update the FTA, your bank and any visa records.
| Authority | Resolution | New manager's documents | Stated timeline |
|---|---|---|---|
| DMCC | E-signed shareholder resolution; board resolution and attested certificate of incumbency for corporate shareholders | Passport, UAE residence visa page if applicable, NOC from current sponsor, specimen signature, proof of address | 2 to 3 weeks |
| RAKEZ | Shareholders' resolution signed before RAKEZ staff or notarised in the UAE | Passport copy, Emirates ID if UAE-resident, sponsor NOC if on a UAE visa, acceptance letter | Not published |
| Dubai mainland (DET) | Not verified from an official page | Not verified from an official page | Not published |
| SHAMS | Not verified from an official page | Not verified from an official page | Not published |
Accurate as of 14 October 2026. The RAKEZ checklist we found is the 2020 edition, so confirm it's current. For DET and SHAMS, ask the authority for its current amendment checklist.
DMCC also requires an active licence, no active sanctions, a company that isn't dormant, and e-signature activated by every authorised signatory.
What else needs updating after the manager changes?
The FTA, the bank and visa records each need their own update after the licence changes, and only the FTA update has a published deadline.
For a company registered for VAT, corporate tax or excise tax, the FTA's Tax Records Amendment service covers authorised signatory details. It's free, runs through EmaraTax with a UAEPass login, and must be used within a maximum of 20 working days from the date the change occurs; the FTA says late notification can result in an administrative penalty, though that page states no amount. You'll need the amended trade licence and other proof of the change and its date.
Visas follow the authority's rules. RAKEZ, for example, requires cancelling the outgoing manager's RAKEZ-sponsored visa and seeks RAK Immigration pre-approval if the new manager doesn't hold a RAKEZ-sponsored investor or partner visa. Confirm what your authority requires.
What happens if the manager resigns or won't leave?
A manager can resign in writing to the general assembly with a copy to the licensing authority, and the resignation takes effect automatically if the assembly doesn't decide within 30 days, unless the memorandum or contract says otherwise (Article 85(2)). If a manager refuses to go, the general assembly can dismiss them by resolution, and any partner can petition the court where a legitimate cause exists.
Follow the removal method in the memorandum or appointment contract, because a removal that ignores it invites a dispute. Managers are liable to the company, partners and third parties for fraud, abuse of power, breaches of law or the memorandum, and gross error (Article 84(1)).
What most guides don't tell you
The start date of each clock is arguable. The FTA measures 20 working days from the date the change occurs, but RAKEZ says its changes take effect when it issues the amended licence. Treat the resolution date as the starting point, since it's the earlier reading and a late FTA notification can attract a penalty. This is our reading of the two rules, not an FTA ruling.
Registration protects the outgoing manager too. Article 15(4) makes managers jointly liable for losses caused by not registering an amendment. An outgoing manager still on the register has a reason to push the filing, and the company should keep a dated record of the handover: the resolution, the handover of books and signatory cards, and the filing receipt.
The new manager's current employer can hold you up. DMCC asks for an NOC from the new officer's current sponsor if they hold a UAE residence visa. Request it before you call the general assembly, because it depends on someone outside your company.
Bank mandates are a separate job. None of the authority processes we reviewed updates your bank's signatory mandate. Banks keep their own records and requirements, so plan a separate update once the licence is reissued.
Which deadlines apply to your company?
The 30-day, 15-working-day and 20-working-day clocks can start on different dates for your company. The free UAE compliance calendar lists the tax and compliance deadlines that apply to your company, personalised from a few questions.
Frequently asked questions
How do I add or remove a shareholder at the same time as changing the manager? Treat them as two decisions that can share one filing. A shareholder change amends the memorandum of association, which must be registered with the licensing authority (Article 15), while the manager change follows the Article 85 resolution.
Does transferring shares in my UAE LLC change who the manager is? No. A share transfer changes ownership, but the manager stays in office until a general assembly resolution, the memorandum of association or the appointment contract says otherwise. If the buyer wants a new manager, pass that resolution alongside the transfer.
Do I need a manager change if I increase my company's share capital? No. A capital increase amends the memorandum of association and is registered with the licensing authority, but it leaves the manager in place unless the resolution also changes the appointment. Ask your authority whether both can go in one application.
Can I change the manager when I convert a sole establishment into an LLC? A conversion is a legal-form change handled by the licensing authority, and the new LLC's memorandum of association names its manager. Ask your authority which route applies, because mainland and free zone processes differ.
What is a board resolution, and which one do I need to change a manager? In an LLC the decision belongs to the general assembly of partners, which free zones such as DMCC ask for as an e-signed shareholder resolution. Corporate shareholders at DMCC provide a board resolution and a certificate of incumbency instead.
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, English text hosted by RAKEZ (Articles 15, 83 to 85)
- FTA: Tax Records Amendment service
- DMCC: Change of company officer guidelines
- RAKEZ: Licence amendment checklist, change of existing manager
- Baker McKenzie: Recent amendments to the Commercial Companies Law (Federal Decree-Law No. 20 of 2025) (law-firm interpretation, used only to identify the amending law)
Last checked: 14 October 2026
General information, not tax or legal advice for your specific situation.