Corporate Governance in the UAE

Decision-Making Protocols

1.    The Company's Directors can perform all acts to achieve its corporate purpose, except those reserved for the general assembly by law or the Company's Memorandum of Association (MOA).

2.    Decisions by the Director are made by majority votes; in a tie, the Chairman casts the deciding vote.

3.    Decisions can be passed via circular resolution as per the authority's terms and conditions.

Federal Company Law Regulations

1.    For Joint Stock companies (JSC), the board resolutions are generally required to be passed by simple majority voting of the Board of Directors (BOD) present at the meeting and the BOD are required to meet at least four times in a year.

2.    The provisions for Limited Liability Company (LLC) are silent for the meeting requirement. However, if the law does not provide specifically for LLC, the provisions concerning JSC shall apply to the extent that they are consistent with its nature.

Free Zone Regulations

As there are several Free Zones in the UAE, we have outlined regulations for some Free Zones in Dubai:

As there are several Free Zones in the UAE, we have outlined regulations for some Free Zones in Dubai:

1.    DMCC

The company's affairs are managed by its directors. The Directors may exercise all the powers of a company except any powers that require the company to exercise in a General Meeting as per MOA, AOA, or the regulations.

2.    JAFZA

The company's affairs are managed by its directors. The Directors may exercise all the powers of a company except any powers that require the company to exercise in a General Meeting as per MOA, AOA, or the regulations.

[1] As per Article 154 of Federal Decree Law no. 32 of 2021 on Commercial Companies

[1] As per Article 157(1) of Federal Decree Law no. 32 of 2021 on Commercial Companies

[1] As per Article 157(2) of Federal Decree Law no. 32 of 2021 on Commercial Companies

[1] As per Article 156 (2) of Federal Decree Law no. 32 of 2021 on Commercial Companies

[1] As per Article 104 (1) of Federal Decree Law no. 32 of 2021 on Commercial Companies

[1] As per DMCCA Company Regulations - 2 of January 2020- Version 2

[1] As per JAFZA company implementing regulations 2016

1.    DDA

Directors’ decisions can be made during meetings or through written resolutions as per the regulations. Directors can set their own procedures based on the MOA, AOA. Meetings can be called by any Director or by the secretary upon the Director’s request.

Disclaimer:

1.    The information contained in this publication is for general guidance on matters of interest only.

2.    The application and impact of laws can vary widely based on the specific facts involved.

How can Crowe help?

Assistance in understanding and ensuring compliance with board meeting requirements and documentation as per the relevant UAE laws for applicable companies.