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Board Of Directors Resolution for United Arab Emirates

Board Of Directors Resolution Template for United Arab Emirates

A Board of Directors Resolution under UAE law is a formal document that records decisions and authorizations made by a company's board of directors in accordance with Federal Law No. 32 of 2021 and relevant corporate governance regulations. This document serves as official evidence of board decisions and can cover various corporate matters including but not limited to operational decisions, financial authorizations, corporate restructuring, appointment of officers, and strategic initiatives. The resolution must comply with UAE corporate governance requirements, including proper documentation of quorum, voting results, and necessary signatures, while also adhering to any specific requirements set by free zones or regulatory authorities where applicable.

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Board Of Directors Resolution

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What is a Board Of Directors Resolution?

A Board of Directors Resolution is a crucial corporate governance document used in the United Arab Emirates to formally record and implement decisions made by a company's board of directors. This document type is governed by UAE Federal Law No. 32 of 2021 (Commercial Companies Law) and must comply with specific corporate governance requirements, including proper documentation of meeting details, quorum verification, and voting outcomes. The resolution is essential for various corporate actions such as opening bank accounts, authorizing signatories, approving major transactions, implementing strategic decisions, or making changes to company operations. It serves as legal evidence of board decisions and may need to be presented to government authorities, banks, or other third parties. For companies in free zones like DIFC or ADGM, additional regulatory requirements may apply to the format and content of the resolution.

What sections should be included in a Board Of Directors Resolution?

1. Header and Company Details: Company name, commercial registration number, and registered office address

2. Meeting Details: Date, time, location/mode of meeting, and statement of proper notice given

3. Attendance and Quorum: List of directors present/absent and confirmation that quorum requirements were met as per Articles of Association

4. Chairperson: Identification of the meeting's chairperson

5. Background: Brief context and explanation of why the resolution is needed

6. Resolutions: Clear statement of the decisions made, numbered if multiple resolutions

7. Certification: Statement certifying that the resolution was duly passed and recording the voting results

8. Signatures: Space for required signatures of board members and company seal

What sections are optional to include in a Board Of Directors Resolution?

1. Declarations of Interest: Required when any director has a conflict of interest in the matter being decided

2. Specific Authorizations: Used when specific individuals are being authorized to execute documents or take actions

3. Legal Requirements: Required when referencing specific UAE legal requirements or regulations that necessitate the resolution

4. Conditions Precedent: Used when the resolution's effectiveness is subject to certain conditions being met

5. Implementation Timeline: Added when specific actions need to be taken within certain timeframes

6. Regulatory Notifications: Required when the resolution needs to be filed with or notified to regulatory authorities

What schedules should be included in a Board Of Directors Resolution?

1. List of Attendees: Detailed list of all attendees including directors, secretary, and any invited guests

2. Supporting Documents: Any relevant documents referenced in the resolution (e.g., financial statements, valuations, contracts)

3. Powers of Attorney: If referenced in the resolution for specific authorizations

4. Voting Record: Detailed breakdown of how each director voted on each resolution

5. Notice of Meeting: Copy of the notice sent to directors calling the meeting

6. Legal Opinions: Any legal opinions relied upon in making the resolution

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Publisher

Ƶ

Document Type

Board Resolution

Cost

Free to use
Relevant legal definitions

























Clauses




















Relevant Industries

Banking and Financial Services

Real Estate and Construction

Healthcare

Technology and Telecommunications

Manufacturing

Retail and Consumer Goods

Energy and Utilities

Professional Services

Transportation and Logistics

Education

Hospitality and Tourism

Relevant Teams

Legal

Corporate Governance

Compliance

Corporate Secretariat

Board Relations

Risk Management

Executive Office

Corporate Affairs

Finance

Administrative Services

Relevant Roles

Chief Executive Officer

Managing Director

Board Member

Company Secretary

Corporate Counsel

Legal Director

Compliance Officer

Chief Financial Officer

Corporate Governance Officer

Risk Management Officer

Board Relations Manager

Executive Assistant to Board

Corporate Services Manager

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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