Corporate and estate documents, Dubai
Appointing or removing a general manager
The manager named in a company’s constitutional documents is frequently the person whose signature everything else depends on. Changing that person is not an internal administrative matter.
We are a document services provider. The notarial act is performed by a Dubai Courts notary, not by us.
01
Quoted on the draft
Our fee, priced against what the resolution and the amendment need
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Two languages
Every instrument drafted in Arabic and English together
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Dubai Courts
Notarised before a Dubai Courts notary, not by us
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Same working day
A draft read and answered inside the working day
What a change of manager actually involves
A change of general manager touches three documents at once. A resolution records the decision, and which body may pass it depends on what the memorandum reserves: for a manager named in the company’s constitution, that is frequently the shareholders rather than the board. The constitutional documents are then amended so the manager they name is the current one. The authorities and institutions holding the old name are updated, the step most often left half done.
Removal adds a fourth step. Appointing a replacement does not, on its own, revoke what the outgoing manager could do. Any power of attorney they held continues to exist until it is revoked in its own document, and where they were an authorised bank signatory, the bank removes that mandate through its own process, not through the company’s internal documents.
What a change of manager involves
The resolution
Records the decision. Which body passes it depends on what the memorandum reserves, and for a manager named in the constitution it is frequently the shareholders rather than the board.
The constitutional amendment
The constitutional documents are amended so that the manager named in them is the current one.
Notifying authorities and institutions
The step most often left half done. Every authority and institution holding the old name has to be updated, or a document signed by the new manager is refused against an old record.
What to bring
01
The trade licence and the memorandum with every amendment
The memorandum decides who may appoint and remove, and by what majority.
02
Identity documents for the incoming manager
Originals.
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Identity documents for everyone signing the resolution
Originals.
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Any power of attorney held by the outgoing manager
So it can be revoked rather than left outstanding.
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The draft resolution
Or a description of who is being appointed or removed, and from what date.
Removal is its own act
Appointing a replacement does not, on its own, revoke what the previous manager could do. If the outgoing manager held a power of attorney, that instrument continues to exist until it is revoked, and revocation is a separate document rather than something that happens by implication. Where an outgoing manager was an authorised bank signatory, the bank has its own process and its own forms, and the company’s internal documents do not change the mandate by themselves. The practical checklist on a departure is therefore longer than on an appointment: the resolution, the constitutional amendment, the revocation of any power of attorney, and the notification of every institution that holds the old authority on file.
From a decision to change the manager, to a notarised instrument
01
Send the details, or a draft resolution
Tell us who is being appointed or removed, and from what date. If you have a draft resolution we check it. If not, we write it.
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We trace the authority
Against the memorandum, to confirm which body may pass the resolution and by what majority.
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We draft in both languages
Arabic and English written together, covering the resolution and the constitutional amendment.
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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 | Quoted on the draft | Priced against what the resolution and the amendment actually need |
| Dubai Courts fee | Set by the Courts, charged at cost | Passed on without a margin |
A related instrument, a board resolution recorded on its own, is priced separately on the published schedule at AED 2,000.
What to bring to the appointment
The current trade licence, the memorandum of association with every amendment, and original identity documents for the incoming manager and everyone signing the resolution. We confirm anything specific to your instrument before you travel.
Appointment
Appointment
A resolution names the new manager, the constitutional documents are amended, and the authorities and institutions holding the record are notified.
Removal
Removal
The same three steps apply, and a fourth: any power of attorney held by the outgoing manager has to be revoked in its own document, and any bank mandate in their name has to be removed through the bank’s own process.
The memorandum decides who may act
Before anyone reads the resolution, the receiving party checks who was entitled to pass it. The memorandum sets which body appoints and removes the general manager, and by what majority, and for a manager named in the constitution that is frequently the shareholders rather than the board. A resolution passed by the wrong body is not fixed by getting the rest of the document right.
Who signs, and what is checked
Everyone entitled to vote on the resolution, under the memorandum
The incoming manager, identified precisely
The outgoing manager, where a power of attorney needs to be revoked
Passport or Emirates ID for the incoming manager, originals
Passport or Emirates ID for everyone signing the resolution, originals
The trade licence, current
The memorandum of association, with every amendment
Every authority and institution that holds the outgoing manager’s name on file
Where it goes wrong, and why
The failure mode is a company operating with a new manager in practice and an old one on the record. A document signed by the person actually running the business is refused by a bank checking against a register that was never updated, and the refusal arrives weeks later, usually at the worst moment. It is not caused by a defective resolution. It is caused by the third step, notifying the authorities and institutions holding the old name, being left half done.
Rejection reasons, and the fix
01
The resolution was passed by the wrong body
The fix: check the memorandum before drafting to confirm whether the appointment or removal is reserved to the shareholders or the board, and by what majority.
02
The constitutional documents were not amended
The fix: amend the memorandum so the manager it names is the current one, at the same time as the resolution, not afterwards.
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An authority or institution was never notified
The fix: list every authority and institution that holds the outgoing manager’s name and notify each one. This is the step most often left half done.
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The outgoing manager’s power of attorney was left outstanding
The fix: revoke it in its own instrument, notarised the same way as the original.
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The outgoing manager’s bank mandate was not removed
The fix: raise it with the bank directly. The bank’s own process and forms are separate from the company’s internal documents.
What happens after the notarial act
01
Filing the amendment
The amended constitutional documents are filed wherever the company’s own registrar requires.
02
Updating the authorities and institutions
Every authority and institution holding the outgoing manager’s name is notified and given the new record. This is the step most often left half done.
03
Revoking outstanding authority
Any power of attorney the outgoing manager held is revoked in its own instrument, and any bank mandate in their name is removed through the bank’s own process.
A bank signatory is removed by the bank, not by the company
Where the outgoing manager was an authorised signatory on a company account, the bank runs its own process and uses its own forms. The company’s resolution and amended constitutional documents are evidence for that process, not a substitute for it, and the mandate does not change until the bank itself acts on it.
Three acts at once: the resolution, the amendment and the notification.
Documents we prepare are accepted by the authorities and institutions our clients deal with every week, because we write to what each of them actually requires.
Board resolution
Often the document that records the decision behind an appointment or removal, priced separately on the published schedule.
Shareholder resolution
Where the memorandum reserves the appointment or removal to the shareholders rather than the board.
Memorandum of association
Where the constitutional amendment itself is drafted and notarised.
Company power of attorney
Where an outgoing manager’s authority to act needs to be revoked in its own instrument.
Questions we are actually asked about this instrument
Who has the power to appoint or remove a general manager?
It depends on what the memorandum reserves. For a manager named in the company’s constitution, that authority is frequently held by the shareholders rather than the board, so we check the memorandum before drafting.
Does removing a manager automatically cancel their power of attorney?
No. A power of attorney continues to exist until it is revoked, and revocation is its own instrument, notarised the same way as the original.
The outgoing manager was a signatory on our bank account. Does the resolution change that?
Not by itself. The bank runs its own process and uses its own forms to remove a signatory, and the company’s resolution and amended constitutional documents support that process rather than replace it.
What happens if we only pass the resolution and do not notify the authorities holding the old name?
That is the failure mode we see most often. The company operates correctly internally, but a document signed by the new manager is refused by a party still checking against the old record, and the refusal usually arrives at the worst possible moment.
How much does it cost?
Quoted on the draft, once we have seen what the resolution and the amendment need to cover. The Dubai Courts fee is separate and charged at cost.
Can it be in English only?
Many receiving authorities require Arabic. We draft in both languages as standard, so the question does not arise later.
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