How to Prepare Company Resolutions and Meeting Minutes Under UAE Law

 

How to Prepare Company Resolutions and Meeting Minutes Under UAE Law

In the UAE’s dynamic corporate landscape, maintaining proper documentation of board decisions and shareholder actions is not just best practice—it’s a legal requirement. Two of the most critical documents in this context are company resolutions and meeting minutes, which serve as formal records of decisions made by a company’s governing bodies.

 

A company resolution is a written statement that reflects decisions approved by the board of directors or shareholders, ranging from appointing officers to approving financial transactions. Meeting minutes, on the other hand, provide a detailed account of discussions and outcomes during official meetings. Together, these documents ensure transparency, accountability, and legal compliance.

 

Under Federal Decree-Law No. 32 of 2021 on Commercial Companies, onshore UAE companies are required to maintain accurate records of resolutions and meetings. This law outlines the procedures for convening meetings, passing resolutions, and preserving documentation. For businesses operating in Free Zones such as JAFZA, DMCC, or financial jurisdictions like DIFC and ADGM, additional regulations may apply—each with its own standards for formatting, approval, and filing.

 

Using a legally compliant company resolution template UAE can help streamline this process, ensuring that your documentation meets the regulatory expectations of your jurisdiction. In the sections that follow, we’ll explore the essential components of these documents, formatting rules, and provide downloadable templates to support your corporate governance needs.

 

 

What Is a Company Resolution in the UAE?

A company resolution is a formal document that records decisions made by a company’s shareholders or board of directors. In the context of corporate governance, a corporate resolution UAE serves as legal proof of a board decision UAE, whether it's approving financial statements, appointing executives, or authorizing strategic actions.

 

Under Federal Decree-Law No. 32 of 2021, resolutions are categorized based on the nature and significance of the decision being made. Understanding the distinction between these types is essential for ensuring compliance and proper documentation.

 

Types of Company Resolutions in the UAE

• Ordinary Resolution

  • Passed by a simple majority of shareholders or directors.

    • Used for routine decisions such as approving annual accounts or appointing auditors.

• Special Resolution

  • Requires at least 75% approval from shareholders.

    • Applies to major decisions like amending the company’s Memorandum of Association, changing legal structure, or winding up the company.

 

Each resolution must be properly documented, signed, and stored as part of the company’s official records. In Free Zones and financial jurisdictions like DIFC and ADGM, additional procedural requirements may apply.

 

Types of Corporate Resolutions Recognized Under UAE Law

In the UAE, corporate decisions must be formally recorded through resolutions to ensure legal validity and regulatory compliance. Whether passed by the board of directors or shareholders, these resolutions serve as binding records of intent and action. The Federal Decree-Law No. 32 of 2021 on Commercial Companies outlines specific categories of resolutions, each with distinct procedural requirements and legal weight.

 

Understanding the differences between an ordinary resolution UAE, a special resolution UAE, and a board resolution UAE is essential for proper corporate governance. Additionally, companies may adopt written resolutions in lieu of physical meetings, provided they meet statutory criteria.

 

1. 1. Board Resolutions

These are decisions made by the board of directors during board meetings or via written consent.

 

Examples:

• Appointing or removing company officers

• Approving annual budgets or financial statements

• Authorizing contracts or business transactions

• Opening or closing bank accounts

 

1. 2. Shareholder Resolutions

These are decisions made by shareholders during general meetings or via written resolutions.

 

• Ordinary Resolution UAE

Passed by a simple majority of shareholders.

 

Examples:

• Appointing auditors

• Declaring dividends

• Approving routine financial matters

 

• Special Resolution UAE

Requires at least 75% shareholder approval.

 

Examples:

• Amending the Memorandum or Articles of Association

• Approving mergers or acquisitions

• Changing the company’s legal structure

• Voluntary winding up of the company

 

1. 3. Written Resolutions (In Lieu of Meetings)

These allow decisions to be made without convening a formal meeting, provided all eligible parties agree in writing.

 

Examples:

• Approving urgent transactions

• Ratifying prior board actions

• Authorizing share transfers

 

Each resolution type must be documented accurately, signed by authorized parties, and retained in the company’s official records. Free Zone authorities and financial jurisdictions like DIFC and ADGM may impose additional requirements for format, filing, and approval.

 

Mandatory Elements to Include in a Company Resolution

To ensure legal validity and regulatory compliance, every company resolution must follow a standardized structure. Whether you're drafting a board resolution or a shareholder resolution, using a proper company resolution format UAE is essential. A well-prepared resolution template UAE not only streamlines documentation but also helps meet the requirements set by UAE commercial law and Free Zone authorities.

 

Below are the mandatory elements that must be included in any valid company resolution:

 

Essential Components of a Company Resolution

1. 1. Company Name

   • Clearly state the full legal name of the company as registered in the UAE.
   • Include trade license number if applicable.

2. 2. Resolution Type

   • Specify whether it is a Board Resolution, Ordinary Shareholder Resolution, or Special Shareholder Resolution.

3. 3. Date and Location

   • Mention the exact date the resolution was passed.

     • Include the location of the meeting or indicate if it was a written resolution.

4. 4. Attendees

   • List the names and designations of all directors or shareholders present.

     • Note any absentees or proxies, if applicable.

5. 5. Wording of the Resolution

   • Use clear and formal language to describe the decision being made.

     • Include relevant background or rationale if needed.

6. 6. Voting Results

   • Record the outcome of the vote (e.g., unanimous, majority, percentage of approval).

     • Note any dissenting votes or abstentions.

7. 7. Signature of Chairperson

   • The chairperson or authorized signatory must sign the resolution.

     • Include their name, title, and date of signature.

 

Including these elements ensures that your resolution is legally enforceable and properly archived. 

 

 

How to Draft Meeting Minutes in the UAE

Accurate and timely documentation of corporate meetings is a legal requirement under meeting minutes UAE law, specifically outlined in Federal Decree-Law No. 32 of 2021 on Commercial Companies. Whether for board meetings or shareholder assemblies, minutes serve as an official record of discussions, decisions, and resolutions passed. They provide transparency, protect directors and shareholders, and are often required for audits, regulatory filings, and legal proceedings.

 

Using a structured board meeting minutes template, UAE ensures consistency and compliance across all jurisdictions, including Free Zones and financial centers like DIFC and ADGM.

 

Structure of Legally Compliant Meeting Minutes

To meet UAE legal standards, your meeting minutes should include the following components:

 

1. 1. Company Details

   • Full legal name of the company

     • Trade license number and registered address

2. 2. Meeting Date, Time, and Venue

   • Exact date and time of the meeting

     • Physical or virtual location (e.g., office, Zoom link)

3. 3. List of Attendees

   • Names and titles of all participants

     • Note absentees and proxies, if applicable

4. 4. Agenda Items

   • Clearly list each item scheduled for discussion

5. 5. Discussion Summary

   • Concise notes on key points raised during each agenda item

     • Include differing opinions or concerns, if relevant

6. 6. Resolutions Passed

   • Record each resolution approved during the meeting

     • Include voting results and type of resolution (ordinary/special)

7. 7. Adjournment Details

   • Time of meeting closure

     • Any follow-up actions or next meeting date

 

 

Sample Meeting Minutes Template (Outline)

[Company Name]

[Trade License Number]

[Registered Address]

 

 

Meeting Minutes – Board of Directors

 

Date: [DD/MM/YYYY]  

Time: [HH:MM AM/PM]  

Venue: [Physical Address or Virtual Link]

 

 

Attendees:

- [Name], [Title]

- [Name], [Title]

- [Name], [Title]

 

 

Agenda:

1. Approval of previous meeting minutes

2. Review of quarterly financials

3. Appointment of new CFO

4. Discussion on expansion strategy

 

 

Discussion Summary:

- Item 1: Previous minutes approved unanimously.

- Item 2: Financials reviewed; concerns raised about Q2 performance.

- Item 3: Candidate [Name] proposed and approved.

- Item 4: Expansion into GCC discussed; feasibility study requested.

 

 

Resolutions Passed:

- Resolution to appoint [Name] as CFO – Ordinary Resolution – Approved 5:0

- Resolution to initiate GCC market study – Board Resolution – Approved unanimously

 

 

Adjournment:

Meeting adjourned at [HH:MM AM/PM]. Next meeting scheduled for [DD/MM/YYYY].

 

 

Signed:  

[Chairperson Name]  

[Title]  

[Signature]  

[Date]

 

 

DIFC, ADGM, and Free Zone Specific Requirements

While UAE Federal Law provides the overarching framework for corporate governance, individual jurisdictions such as DIFC, ADGM, and various Free Zones impose their own protocols for resolutions and meeting documentation. These variations affect how companies prepare and file documents like DIFC board resolutions and ADGM company minutes, making it essential for businesses to understand and comply with the specific rules of their operating zone.

 

Below is a comparison of key requirements across these jurisdictions:

 

Jurisdictional Comparison of Resolution and Minutes Requirements

Jurisdiction	Board Resolutions	Meeting Minutes	Filing & Format Protocols
DIFC (Dubai International Financial Centre)	Governed by DIFC Operating Law No. 3 of 2019. Requires formal DIFC board resolution for major decisions.	Must include detailed minutes for board and shareholder meetings. Minutes must be retained for at least 10 years.	Resolutions and minutes must be signed and stored. Electronic records are acceptable.
ADGM (Abu Dhabi Global Market)	Regulated under ADGM Companies Regulations 2020. Board resolutions must follow prescribed formats.	ADGM company minutes must be kept for all meetings, including written resolutions.	Must maintain records at the registered office. Filing with ADGM Registrar may be required for certain resolutions.
Free Zones (e.g., DMCC, JAFZA, DAFZA)	Each Free Zone has its own authority (e.g., DMCC Authority). Board resolutions must comply with zone-specific templates.	Meeting minutes are required for licensing, renewals, and structural changes.	Some zones require notarization or submission to the authority. Templates often provided by the zone.

 

 

 Key Takeaways

• DIFC emphasizes long-term record retention and allows electronic documentation.

• ADGM mandates strict formatting and may require registrar filings.

• Free Zones vary widely; always consult the specific authority’s guidelines.

 

 

Common Mistakes to Avoid When Preparing Resolutions and Minutes

In the UAE’s regulatory landscape, precision in corporate documentation is not just best practice—it’s a compliance necessity. Whether operating in mainland UAE, DIFC, ADGM, or a Free Zone, businesses must ensure their resolutions and minutes meet jurisdictional standards to avoid penalties or delays. Unfortunately, corporate compliance UAE issues often stem from preventable business documentation errors UAE, which can undermine legal validity or stall operational processes.

 

To help you stay compliant, here’s a checklist of common mistakes to watch out for:

 

Corporate Documentation Error Checklist

• Missing Signatures

  • Resolutions and minutes must be signed by authorized directors or shareholders. Unsigned documents are invalid and may be rejected by authorities.

• Incorrect Resolution Types

  • Using a board resolution where a shareholder resolution is required (or vice versa) can lead to non-compliance. Always match the resolution type to the decision being made.

• Vague Wording

  • Ambiguous language can create legal uncertainty. Clearly state the decision, parties involved, and effective dates to ensure enforceability.

• Failing to File with Authorities When Required

  • Some resolutions (e.g., changes in shareholding, director appointments) must be filed with the relevant authority (e.g., DIFC Registrar, ADGM Registration Authority, Free Zone Authority). Missing this step can result in fines or rejection of the action.

• Omitting Required Details

  • Minutes should include date, time, location, attendees, and voting outcomes. Lack of these details can render the document incomplete.

• Using Outdated Templates

  • Jurisdictional requirements evolve. Using old formats may omit new mandatory clauses or formatting standards.

 

Pro Tip:

Regularly review your internal documentation processes and consult legal or compliance experts familiar with UAE jurisdictions to avoid these pitfalls.

 

 

Downloadable Company Resolution and Meeting Minutes Templates (Optional CTA)

Preparing accurate and compliant documentation is essential for smooth corporate governance in the UAE. Whether you're formalizing a director appointment, approving financial statements, or recording shareholder decisions, having the right templates can save time and reduce risk. To support businesses across DIFC, ADGM, and Free Zones, we offer ready-to-use templates that align with UAE company law standards.

 

These resources are ideal for companies seeking reliable formats for:

 

• Company resolution template UAE – covering both board and shareholder resolutions

• Board meeting minutes UAE – structured to capture all required details for compliance

 

 

Available Templates Include:

• Standard Board Resolution Template (e.g., director appointment, bank account opening)

• Standard Shareholder Resolution Template (e.g., capital increase, company restructuring)

• Board Meeting Minutes Template (includes agenda, attendance, decisions, and signatures)

 

These templates are designed to meet the documentation standards of:

• DIFC Operating Law

• ADGM Companies Regulations

• Common Free Zone protocols

 

Optional Call to Action:

Need a customized version for your jurisdiction or business type? Let me know your requirements, and I can help tailor a resolution or minutes format that fits perfectly.

 

 

 FAQs

1. 1. What is the difference between an ordinary and special resolution under UAE law?

An ordinary resolution requires a simple majority (over 50%) of votes cast by shareholders, while a special resolution demands a supermajority—typically 75% or more in favor. Special resolutions are used for major decisions like amending the Articles of Association or changing the company name.

 

1. 2. Is it mandatory to notarize company resolutions in the UAE?

No, notarization is not mandatory for all company resolutions in the UAE. However, certain resolutions—especially those involving government filings, asset transfers, or powers of attorney—may require notarization to ensure legal validity and acceptance by authorities.

 

1. 3. How soon should meeting minutes be finalized and signed after a board meeting?

Meeting minutes should be finalized and signed promptly, ideally within a few days of the meeting. UAE best practice recommends approval by the board chair before distribution, and delays can lead to compliance risks.

 

1. 4. Who is responsible for drafting and maintaining corporate resolutions in a UAE company?

The company secretary or legal officer is typically responsible for drafting and maintaining resolutions. In smaller firms, this duty may fall to a director or managing partner, depending on the company’s structure.

 

1. 5. Can resolutions be passed without holding a physical meeting in the UAE?

Yes, resolutions can be passed without a physical meeting. UAE law allows for written resolutions and electronic voting, especially in DIFC, ADGM, and Free Zones. Virtual meetings and remote approvals are widely accepted.

 

1. 6. Are there specific language or formatting requirements for resolutions in DIFC or ADGM?

Yes, both DIFC and ADGM provide standard templates and expect resolutions to follow formal formatting.  ADGM allows English-only documents, while DIFC may require bilingual formats depending on the filing.

 

1. 7. What happens if a company fails to maintain proper meeting minutes under UAE law?

Failure to maintain proper minutes can result in fines up to AED 10,000 and expose directors to legal risks due to lack of documented decision-making. It also undermines corporate governance and may invalidate key actions.

 

For any enquiries please fill out this form, or contact info@thelawreporters.com and  Follow  The Law Reporters on WhatsApp Channels