Corporate and estate documents, Dubai
Shareholder resolution
Some decisions are not the board’s to take. Where the memorandum reserves a matter to the shareholders, a board resolution approving it is the wrong document, and a receiving party that reads the constitution will say so.
We are a document services provider. The notarial act is performed by a Dubai Courts notary, not by us.
01
Reserved matters
Decisions the memorandum keeps for shareholders, not the board
02
Two checks
Who holds what, and what majority was reached
03
Two languages
Every resolution drafted in Arabic and English together
04
Same working day
A draft read and answered inside the working day
Board or shareholders, and why it matters
The board runs the company. The shareholders own it. The constitutional documents divide decisions between the two, and the reserved matters are typically the ones that change the company itself: the constitution, the share capital, the shareholders, the existence of the company. If a matter is reserved to the shareholders and a board resolution is brought instead, the document does not do what it says it does. That is not a formality, it is a defect in authority, and it is only discovered when the document is presented.
The decisions we prepare resolutions for
Amending the memorandum of association
The constitutional change itself, evidenced by the shareholders’ approval.
- States the clause being changed and the new wording
- Records the majority that approved it
- Authorises the memorandum filing that follows
Increasing or reducing share capital
Usually filed alongside the amended memorandum.
- States the new capital figure
- Confirms how any increase is funded
- Authorises the memorandum amendment
Admitting a new shareholder, or approving a transfer
Runs with the share transfer agreement and the updated register.
- Names the incoming or outgoing shareholder
- References the transfer agreement it supports
- Confirms the register will be updated
Changing the company’s activity or trade name
Approved by the shareholders where the memorandum reserves it.
- States the new activity or trade name
- Confirms the licence amendment it authorises
- Records the majority that approved it
Appointing or removing a manager, where reserved
Some memoranda reserve this to the shareholders rather than the board.
- Names the incoming or outgoing manager
- States the effective date
- Confirms the outgoing manager’s authority ends
Approving liquidation or dissolution
The decision that ends the company, evidenced with particular care.
- Records the shareholders’ unanimous or required majority approval
- Names any liquidator appointed
- States the effective date
Converting the legal form
Changing what kind of company it is, approved at shareholder level.
- States the current and the new legal form
- Records the majority that approved the conversion
- Authorises the filings the conversion requires
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, and what each holds
Full names and shareholdings, so the resolution states them precisely from the first draft.
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
Who the shareholders are
As recorded in the constitutional documents, not as everyone assumes. Where a transfer has happened and the memorandum has not caught up, the register and the reality disagree.
02
What each shareholder holds
Percentages matter where the memorandum sets a threshold for the decision.
03
That the required majority was reached
Some decisions need unanimity, some a stated majority; the resolution should show the threshold was met rather than leave it to be inferred.
04
Evidence of authority, where a shareholder is a company
The individual signing for a corporate shareholder needs authority to do so, evidenced separately.
05
The company, named exactly as on the trade licence
Licence, memorandum and resolution have to carry the same string, including the legal form.
06
A date that makes sense
The resolution cannot be dated after the event it purports to authorise.
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
Every shareholder the decision requires, per the memorandum
Not someone whose shareholding has already been transferred away
Not a signatory for a corporate shareholder without evidenced authority
The percentage or majority the memorandum actually sets, not an assumed one
A shareholder acting by proxy, only where the memorandum allows it
Named precisely: a shareholding alone, without a name, is not enough
What a shareholder resolution has to show
Who the shareholders are, as the constitutional documents record them, not as everyone assumes. What each holds, where the memorandum sets a percentage threshold for the decision. That the required majority was actually reached, made visible on the document rather than left to be inferred. And where a shareholder is a company, that the individual signing for it has authority to do so, evidenced separately and raised at first contact rather than on the day.
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 read the memorandum first
To confirm the decision is reserved to the shareholders, and what majority it needs.
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 | Quoted on the draft | Drafting in both languages, verifying who the shareholders are and what majority applies, booking and attending the appointment |
| Dubai Courts fee | Set by the Courts, charged at cost | Passed on without a margin |
We confirm the figure for your specific decision before you commit to anything.
What to bring to the appointment
The current trade licence, the memorandum of association with every amendment, and original identity documents for every signing shareholder. Where a shareholder is a company, bring evidence of the signatory’s authority to act for it.
Shareholder resolution or board resolution: which body decides
| Shareholder resolution | Board resolution | |
|---|---|---|
| Who decides | The shareholders, who own the company | The board, running the company |
| What it typically covers | Constitution, capital, ownership, existence of the company | Management, signatories, day to day authority |
| Where the line is drawn | Set by the memorandum of association | Set by the memorandum of association |
| Our fee | Quoted on the draft | AED 2,000 |
Bringing the wrong one is not a formality. A board resolution approving a matter the memorandum reserves to the shareholders does not do what it says.
The register is checked against the reality
Who the shareholders are is taken from the constitutional documents, not from what everyone assumes. Where a transfer has happened and the memorandum has not caught up, the register and the reality disagree, and a resolution signed by the wrong people is signed by people without the authority to sign it. The register is read before the resolution is drafted, not after.
What the receiving party checks before accepting it
01
Who signed
Whether they are the shareholders the constitutional documents actually name.
02
What each held at the time
Whether the percentages stated match the register, not a later or earlier position.
03
The majority reached
Whether it is shown as meeting the memorandum’s threshold, not just asserted.
04
Corporate shareholder authority
Whether the individual who signed for a corporate shareholder had evidenced authority to do so.
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
Every shareholder the decision requires, per the memorandum
The individual signing for any corporate shareholder
Passport or Emirates ID for each signatory, originals
The trade licence, current
The memorandum of association, with every amendment
The percentages held, where a threshold applies
The majority reached, shown on the document
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 or DIFC, 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 shareholder resolution is refused, or accepted and then fails later, when the wrong body decided, when the register does not match who actually holds the shares, when the majority reached is not shown, or when a corporate shareholder’s signatory has no evidenced authority. Each of these is checkable before the appointment, which is why the reading is free.
Rejection reasons, and the fix
01
The matter was not reserved to shareholders
The fix: read the memorandum before drafting; if it is a board matter, a shareholder resolution is the wrong document too.
02
The register does not match who actually holds the shares
The fix: verify the memorandum reflects any transfer already made before the resolution is drafted.
03
The required majority is not shown
The fix: state the majority achieved and confirm it meets the memorandum’s threshold.
04
A corporate shareholder’s signatory authority is not evidenced
The fix: obtain and attach separate evidence of that individual’s authority to sign for the shareholder.
05
The company is named inconsistently
The fix: match the licence, memorandum and resolution string exactly, including the legal form.
06
Shareholdings are misstated
The fix: state holdings as recorded in the constitutional documents, not as assumed.
07
A shareholder is not identified precisely enough
The fix: give each shareholder’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 some resolutions, the notarised original is what the counter asks for; nothing further is filed.
02
Filing an amendment to the memorandum
Where the decision changes the constitution, capital or shareholders, the memorandum amendment is filed alongside it. We tell you which registry applies.
03
Presenting it to a bank
Banks commonly want the resolution alongside updated signatory or ownership evidence, 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 shareholding changes before the document is used
A resolution reflects who held what on the date it was passed. If shares change hands afterwards, the resolution does not update itself; check it still matches the current register before it is presented, not after.
Revocation and amendment
A shareholder resolution is not edited after the fact. If the decision changes, a further resolution amends or revokes the earlier one, passed to the same 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.
Shareholder resolutions drafted here are accepted by
Dubai Courts
Dubai Economy and Tourism
DMCC
DIFC
Dubai Land Department
Emirates NBD
ADCB
Public Prosecution
Board resolution
For decisions the memorandum leaves to the board rather than the owners.
Share transfer
Where the shareholder decision approves a transfer, this is the agreement it runs with.
Company power of attorney
Sometimes needed to carry out what the shareholders have approved.
Questions we are actually asked about this instrument
How do we know if a decision is reserved to shareholders?
The memorandum sets the division. We read it before drafting anything, and it takes minutes to check.
One of our shareholders is abroad.
Tell us at first contact. Depending on the memorandum, a resolution circulated for signature may avoid the need for everyone to be in the same room.
One of our shareholders is a company, not a person.
The corporate shareholder signs through an individual, and that individual’s authority has to be traced and evidenced separately, which is one of the more common reasons a corporate file takes longer than expected.
What if the shareholders disagree?
The resolution records what was actually approved, at whatever majority the memorandum requires. It cannot manufacture agreement that was not reached.
Can it be amended after signing?
Not in place. A further resolution amends or revokes it, passed to the same 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.
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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