Appointing a general manager in Dubai is treated by a lot of companies as an internal administrative matter, filed away once the new manager has a business card. It is not. The manager named in a company’s constitutional documents is frequently the person whose signature everything else depends on, and changing that person only works if it happens in the register as well as in practice.
Three things that have to happen together
A 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 documents are amended so that the manager named in them is the current one.
The authorities and institutions holding the old name are updated. This is the step most often left half done, and it is the one that causes the damage.
The failure mode is a company operating with a new manager in practice and an old one on the record. Documents signed by the person actually running the business are then refused by a bank checking against a register that was never updated, and the refusal arrives weeks later, usually at the worst moment.
Which body passes the resolution
Whether the appointment is recorded by a board resolution or a shareholder resolution depends on what the company’s memorandum reserves. Appointing or removing a manager is one of the decisions reserved to shareholders where the memorandum says so, which means the same change can be a board resolution in one company’s constitution and a shareholder resolution in another’s. Reading the memorandum first, before drafting anything, settles which one applies.
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.
| Appointment | Removal | |
|---|---|---|
| Resolution | Records who is being appointed, and from what date | Records who is being removed, and from what date |
| Constitutional amendment | Names the new manager in the memorandum | Removes the outgoing manager’s name from the memorandum |
| Power of attorney | Not usually relevant | Any power of attorney the outgoing manager held has to be revoked separately |
| Authorities to update | Every institution that will deal with the new manager | Every institution still holding the old manager’s name on file |
What to bring
The trade licence and the memorandum with every amendment, since the memorandum decides who may appoint and remove, and by what majority. Identity documents for the incoming manager, and identity documents for everyone signing the resolution, both originals. Any power of attorney held by the outgoing manager, so it can be revoked rather than left outstanding. And the draft resolution, or a description of who is being appointed or removed and from what date. This is the same list our notarisation process page sets out for a corporate appointment. We are a document services provider, not a notary and not a law firm: we draft, check and arrange, and the notarial act itself is performed by a Dubai Courts notary.
What it costs
Where the change is recorded by board resolution, our published fee for that resolution is AED 2,000. The Dubai Courts fee is separate and passed on at cost. Where a shareholder resolution applies instead, or the file needs a separate power of attorney revoked, send the draft and we will set out the full figure before anything is booked.
Send us the trade licence, the memorandum, and a line about who is being appointed or removed and from what date, and we will tell you which resolution applies, what has to be amended, and which institutions need notifying, before you commit to anything. There is no charge for the reading. Send the draft.
Questions people ask
Does a new manager automatically cancel the old one’s power of attorney?
No. A power of attorney continues to exist until it is revoked, and revocation is a separate document. Appointing a replacement does not do this by implication.
Which body appoints a general manager, the board or the shareholders?
It depends on the company’s memorandum. Appointing or removing a manager named in the constitution is often reserved to the shareholders, but this varies by company, so we check the memorandum before drafting anything.
What happens if the bank was not told about a change of manager?
Documents signed by the new manager can be refused by a bank checking against a register that still shows the old one. This is the step most often left half done, and it causes the most damage. Our FAQ covers more on what happens after notarisation.
What has to be updated besides the memorandum?
Every authority and institution holding the outgoing manager’s name on file, plus any power of attorney the outgoing manager held.
What does it cost to appoint or remove a general manager?
Where a board resolution records the change, our published fee is AED 2,000. The Dubai Courts fee is separate and passed on at cost. Send the draft for a specific figure if a shareholder resolution or a separate revocation applies.