Corporate and estate documents, Dubai
Board resolution
A resolution records a decision the company has already taken. It is not the decision itself, and almost every defective resolution comes from confusing the two.
Our fee AED 2,000. The Dubai Courts fee is separate and charged at cost.
We are a document services provider. The notarial act is performed by a Dubai Courts notary, not by us.
01
AED 2,000
Our fee, published, with the Dubai Courts fee separate
02
Two checks
Authority and quorum verified before we draft
03
Two languages
Every resolution drafted in Arabic and English together
04
Same working day
A draft read and answered inside the working day
A record, not an act
The board meets, or agrees in writing, and decides something. The resolution is the document that records what was decided, by whom, and when. A third party relies on it because it evidences that the company acted properly, not because the paper itself did anything. Two consequences follow. A resolution dated after the event it authorises is defective on its face. And one signed by someone whose authority had lapsed usually passes the counter and fails later, when a bank checks the signatory against the register.
The resolutions we prepare
Appointing or removing a manager
AED 2,000
The instrument banks and registries ask for before they will accept a change of signatory.
- States who is appointed or removed, and from what date
- Confirms the outgoing manager’s authority ends
- Names the new specimen signature, where relevant
Changing authorised signatories
AED 2,000
States who can act for the company and the limits on their authority.
- Names each signatory and the acts they may authorise
- States any monetary or transaction limit
- Confirms which earlier authority is superseded
Approving a share transfer
AED 2,000
Runs alongside the transfer agreement and the memorandum amendment that records it.
- Approves the transfer and the incoming shareholder
- References the transfer agreement it supports
- Authorises the memorandum amendment that follows
Approving a change of share capital
AED 2,000
Records the shareholders’ or board’s approval before the memorandum is amended.
- States the new capital figure
- Confirms how the change is funded
- Authorises the memorandum amendment
Approving a branch or subsidiary
AED 2,000
Authorises the step before the registry application is made.
- Names the branch or subsidiary and its activity
- Authorises whoever will sign the registry application
- Confirms the funding or guarantee behind it, where relevant
Ratifying a power of attorney already granted
AED 2,000
Puts a board decision on record behind an authority a receiving party has queried.
- Identifies the power of attorney being ratified
- Confirms the board’s approval of its scope
- Removes the query a receiving party has raised
What to send with the draft
01
A copy of the trade licence
So we can check the company’s exact legal name and legal form before we draft anything.
02
The draft, if one exists
Or a plain description of what was decided.
03
Who is signing
Full names, so the resolution names them precisely from the first draft rather than a later revision.
04
The date the decision was actually taken
So the resolution is dated correctly, not left to guesswork.
05
A number we can reach you on
So a quick question does not turn into a delay of a full working day.
What the document must contain
01
The company, named exactly as on the trade licence
Licence, memorandum and resolution have to carry the same string, including the legal form.
02
A date that makes sense
The resolution cannot be dated after the event it purports to authorise.
03
Evidence that quorum was met
The memorandum sets the requirement, and the resolution should show it was satisfied.
04
What is resolved, stated specifically
“Approving the opening of a bank account” is not the same as naming a signatory with named limits, and the receiving party wants the second.
05
The signatories, identified precisely
Full names and identity document details, matched against the register.
06
Any earlier resolution it relies on or supersedes
Referenced by date, so authority can be traced rather than assumed.
07
Which language governs
One sentence settling which text prevails if the English and the Arabic ever diverge.
Who may sign, and who may not
A director named as authorised to sign, per the memorandum
Not a director whose appointment has lapsed or been superseded
Not someone acting on an interest that conflicts with the company’s, undisclosed
The number of directors quorum actually requires, not fewer
A sole director, where the memorandum allows one
Named precisely: a title alone, without a name, is not enough
The three checks
Authority, quorum and wording are checked before a resolution goes anywhere. Authority: do the people signing actually hold the power the constitutional documents give them, traced through the memorandum and any prior resolution. Quorum: did the meeting satisfy what the memorandum requires, and is that satisfaction shown on the face of the document. Wording: does what is resolved match what the receiving party will actually be asked to rely on, stated as a specific act rather than a general category.
From a description of the decision, to a notarised resolution
01
Send the draft, or describe the decision
If you have a draft we check it. If not, tell us what was decided and we write it.
02
We verify authority and quorum
Traced through the memorandum and any resolution the authority already relies on.
03
We draft in both languages
Arabic and English written together, with a governing language clause, not one translated after the other.
04
You approve, we book the notary
We arrange the appointment before a Dubai Courts notary and attend it with you.
What it costs
| AED | What it includes | |
|---|---|---|
| Our fee | 2,000 | Drafting in both languages, verifying authority and quorum, booking and attending the appointment |
| Dubai Courts fee | Set by the Courts, charged at cost | Passed on without a margin |
Requirements from the published schedule: a word draft, the trade licence, the share certificate, and passport or ID for the signatories.
What to bring to the appointment
The current trade licence, the memorandum of association with every amendment, and original identity documents for everyone signing. If the signatory’s authority comes from an earlier resolution, bring that resolution too.
Board resolution or shareholder resolution: which body decides
| Board resolution | Shareholder resolution | |
|---|---|---|
| Who decides | The board, running the company | The shareholders, who own it |
| What it typically covers | Management, signatories, day to day authority | Constitution, capital, ownership, existence of the company |
| Where the line is drawn | Set by the memorandum of association | Set by the memorandum of association |
| Our fee | AED 2,000 | Quoted on the draft |
Bringing the wrong one is not a formality. If the memorandum reserves a decision to the shareholders, a board resolution approving it does not do what it says.
The date is checked before the wording
A resolution dated after the transaction it authorises is defective on its face, however well the rest is drafted. The date is checked against the event it authorises before anything else is read, because no wording repairs a resolution that could not have authorised what it says it authorised.
What the receiving party checks before accepting it
01
The date
Whether it could have authorised the event it refers to, rather than following it.
02
The quorum
Whether the memorandum’s requirement is shown as met, not just asserted.
03
The wording
Whether what is resolved matches the specific act being relied on, not a general category.
04
The signatories
Whether they are the people currently authorised, checked against the register.
05
The translation
Whether the Arabic and English say the same thing, and which one governs if they do not.
06
The company name
Whether it matches the licence and the memorandum exactly.
Who signs, who attends, what is checked
The directors, or the number that meets quorum
The company stamp, where the company uses one
Passport or Emirates ID for each signatory, originals
The trade licence, current
The memorandum of association, with every amendment
The date, checked against the event it authorises
The wording, checked against what the receiving party asked for
Free zone or mainland: what differs
| Mainland company | Free zone company | |
|---|---|---|
| Who notarises | Dubai Courts, in both cases | Dubai Courts, in both cases |
| What differs afterwards | Filing with Dubai Economy and Tourism or the relevant mainland authority | Filing with the free zone’s own registrar, such as DMCC, each with its own requirements |
| What we check | Which mainland body needs a copy, and in what form | Which free zone registrar needs a copy, and in what form |
The notarial act itself does not change. What changes is who has to see the resolution afterwards.
Where it is refused, and why
A board resolution is rarely refused on sight. It is refused, or accepted and then fails later, because the signatory’s authority had lapsed, because the date does not make sense, because quorum was never evidenced, or because the wording describes a category rather than the specific act the receiving party will rely on. Each of these is checkable before the appointment, which is why the reading is free.
Rejection reasons, and the fix
01
The signatory’s authority had lapsed
The fix: verify the authority against the current memorandum and resolution register before signing, not after.
02
The date does not make sense
The fix: date the resolution on or before the event it authorises, never after.
03
Quorum was not met, or is not evidenced
The fix: record attendance and show that the memorandum’s quorum requirement was satisfied.
04
The wording is more general than the use
The fix: draft against the specific transaction the receiving party will rely on, not a category.
05
The company is named inconsistently
The fix: match the licence, memorandum and resolution string exactly, including the legal form.
06
It was signed abroad without the right steps
The fix: establish the destination’s requirement before travel; execution outside the UAE usually needs its own steps.
07
A signatory is not identified precisely enough
The fix: give each signatory’s full name and identity document number exactly as it appears on their passport or Emirates ID.
What happens after the notarial act, and where the resolution goes next
01
Using it locally
For many resolutions, the notarised original is what the counter asks for; nothing further is filed.
02
Filing with a registry or free zone authority
Where the resolution supports a licence, signatory or capital change, the registry may require it filed alongside the amendment. We tell you which applies.
03
Presenting it to a bank
Banks commonly want the resolution alongside a power of attorney or specimen signature form, checked before the appointment.
04
Keeping it with your corporate record
The notarised original is kept with the company’s constitutional documents, as evidence the decision was properly taken.
Using it outside the UAE, and what that adds
01
A certified translation, if the destination requires one
Beyond the bilingual drafting we already do; some receiving countries want a further certified or sworn translation.
02
Ministry of Foreign Affairs attestation
A step after Dubai Courts notarisation, before the document leaves the chain here.
03
The destination country’s embassy or consulate
Their own legalisation step, on their own requirements, not ours.
04
A further step once it arrives
Some countries require a final domestic step on receipt; we set out the chain for your destination before you commit.
If the signatory changes before the document is used
Authority tied to a director’s role can lapse when that person leaves the board. Check the resolution is still supported by the current board composition before it is presented, not after.
Revocation and amendment
A resolution is not edited after the fact. If the decision changes, a further resolution amends or revokes the earlier one, passed to the same quorum and majority the original required. Where the original was notarised and a receiving party is relying on it, the amending resolution is notarised too, so the standing is equal.
Send the draft. We tell you whether it will be accepted, before you commit.
Board resolutions drafted here are accepted by
Dubai Courts
Dubai Economy and Tourism
DMCC
Dubai Land Department
Emirates NBD
ADCB
ADIB
Dubai Police
Public Prosecution
Shareholder resolution
For decisions the memorandum reserves to the owners rather than the board.
Company power of attorney
Often the document that carries the authority a resolution puts on record.
Memorandum of association
Where a change the resolution approves has to be filed as an amendment.
General manager appointment
The specific resolution and filing for appointing or removing a manager.
Questions we are actually asked about this instrument
Does every board decision need to be notarised?
No. Notarisation is for the resolutions a bank, registry or counterparty needs to rely on. We tell you when a plain signed resolution is enough and when notarisation is worth the appointment.
Can a director who cannot attend still be counted?
Sometimes, if the memorandum allows written or proxy participation. We check the memorandum before drafting rather than assume, because getting this wrong is one of the more common quorum defects.
One of our directors is abroad.
Tell us at first contact. Depending on the memorandum, a written resolution circulated for signature may avoid the need for everyone to be in the same room.
Can several decisions go into one resolution?
Yes, provided each is stated specifically. A resolution that bundles decisions under one general heading is the wording problem receiving parties push back on.
Can it be amended after signing?
Not in place. A further resolution amends or revokes it, passed to the same quorum and majority the original required.
What happens if we lose the notarised original?
Tell us. Whether a certified copy is enough, or a fresh resolution has to be passed and notarised again, depends on who is asking for it and what they will accept.
What clients say
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Send the draft. We will tell you whether it will be accepted, before you commit.
One document, one line about what it has to achieve, and an email address. No charge, no obligation, and an answer the same working day.
Where to find us
Address
Empire Heights Tower B, Fountain Street, Business Bay, Dubai
Phone
+971 55 564 0358
info@dubainotaryservices.ae