The question to ask before drafting any resolution here is: **does this decision need a notary?** Ordinary operating decisions are recorded internally. Constitutional changes — shares, capital, managers, objects, name — require notarisation and authority approval before they take effect, however clearly the resolution is worded.
Resolutions
Board, manager and shareholder decisions
The question to ask before drafting any resolution here is: does this decision need a notary? Ordinary operating decisions are recorded internally. Constitutional changes — shares, capital, managers, objects, name — require notarisation and authority approval before they take effect, however clearly the resolution is worded.
| Item | Detail |
|---|---|
| Company | [COMPANY NAME], [licence / registration] [NUMBER] |
| Jurisdiction | [Mainland LLC / Free zone / DIFC / ADGM] |
| Governing document | [Memorandum of Association / Articles] |
| Decision-making body | [Managers / Board of Directors / Shareholders] |
| Quorum | [NUMBER] |
| Threshold for this decision | [Simple majority / Higher — state it] |
| Notarisation required? | [Y/N] — see Section 1 |
| Authority approval required? | [Y/N — DED or zone] |
| Date | [DATE] |
| Minute book reference | [NUMBER] |
1. Which Route the Decision Takes
| Decision | Body | Notarised? | Authority? |
|---|---|---|---|
| Opening a bank account and setting the mandate | Managers / Board | No | Bank requirements |
| Appointing an auditor | Shareholders | No | No |
| Approving annual accounts | Shareholders | No | [Filing where required] |
| Declaring a dividend | Shareholders | No | No |
| Approving a contract above a threshold | Managers / Board | No | No |
| Granting a power of attorney | Managers / Board | Yes | No |
| Borrowing or granting security | Shareholders [or Board] | [Depends] | [Charge registration] |
| Appointing or removing a manager | Shareholders | Yes | Yes — licence amendment |
| Issuing shares or changing capital | Shareholders | Yes | Yes |
| Transferring shares | Shareholders | Yes | Yes — plus pre-emption waivers |
| Amending the MOA or objects | Shareholders | Yes | Yes |
| Changing the company name | Shareholders | Yes | Yes — name reservation first |
| Changing the registered address | Shareholders | [Usually] | Yes — new tenancy and registration |
| Winding up | Shareholders | Yes | Yes |
5 more pages in the Word file
This is page 1 of the Word document, exactly as it appears when you open it. Fields shown like THIS are placeholders for you to complete.
These notes accompany the template and explain the drafting choices, the compliance points and the mistakes most often made with this document. They appear as a final page in the Word file, intended to be deleted before the document is executed.
Ordinary operating decisions are recorded internally. Constitutional changes — shares, capital, managers, objects, name, address — require notarisation and authority approval before they take effect on the mainland. A perfectly drafted resolution that has not been notarised has changed nothing.
This is the point mainland companies most often get wrong. A shareholders’ resolution to issue shares does not issue them. The amended Memorandum must be notarised and the authority must approve, and until then the register and the licence are unchanged.
A shareholder who cannot attend the notary needs an attested power of attorney — notarised abroad, legalised through the UAE embassy, attested by the Ministry of Foreign Affairs, and translated. Three to six weeks. Start it before the resolution is even drafted.
In the financial free zones, decisions are taken by board or shareholder resolution and recorded in the registers in the common-law way, without notarisation. Most of the mainland burden simply does not apply, which is one of the practical reasons investment structures sit there.
A departed employee still on a bank mandate is among the most common live control failures found in due diligence. Resigning an office, or even leaving the country, does not remove them. Make the mandate update part of the leaver process.
Minutes reconstructed months later to fill a gap are visible for what they are, and they undermine the credibility of the whole file. Write them at the time, even briefly — a short contemporaneous note beats a polished retrospective one.
A resolution without the corresponding DED or zone approval proves that a decision was made, not that it took effect. File them together, because a reviewer will ask for both and their absence looks like the step was skipped.
Gaps in numbering are the first thing a reviewer notices, and they prompt questions about what is missing. A simple register, as in Section 6, makes the history legible and takes minutes to maintain.
A share issue or transfer crossing the 25 per cent threshold changes the beneficial ownership position, and the register must be updated and filed on the change. The resolution and the register must tell the same story.
Related party transactions attract scrutiny in diligence and in audit. A declaration recorded before the decision, and the interested party abstaining where required, converts a suspicious-looking transaction into a documented one.
A mainland LLC is run by managers whose authority flows from the Memorandum and the licence, not by a board with the powers a common-law director has. Resolutions drafted on a board model can sit oddly against the constitutional position — match the language to the entity.
Internal limits on a manager’s authority that are not reflected in the Memorandum or the licence may not bind a third party dealing in good faith. If a limit matters, it needs to be in the constitutional document, not only in a resolution.
Scans are not the instrument. The notarised originals of the Memorandum, its amendments and any power of attorney belong in the corporate file, and their absence is genuinely difficult to remedy retrospectively.
Constitutional history — the original Memorandum, every amendment, every share transfer and approval — is requested at every financing, sale and bank review. Companies reconstruct it painfully and incompletely years later.
Reflects UAE law and practice current as of {{DATE OF USE}}. The Commercial Companies Law was amended by Federal Decree-Law 20 of 2025, and notarisation procedures, authority requirements and thresholds differ by emirate and free zone and change — confirm with the relevant authority and take legal advice before any constitutional change.
This is a ready-to-use template provided for convenience. Laws and requirements change, and every situation is different — please have it reviewed by a qualified professional (a lawyer, corporate secretary, or accountant as relevant) before you rely on it.