Board Resolution Template Uae

BOARD RESOLUTION OF [COMPANY FULL LEGAL NAME]

Document ID: RES-[YYYY]-[MM]-[DD]-001
Effective Date: [Date]
Version: 1.0
Governing Jurisdiction: United Arab Emirates (UAE)

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STATUTORY & LEGAL COMPLIANCE NOTICE

This document constitutes a formal template for a Board Resolution under the UAE Commercial Companies Law (Federal Decree-Law No. 32 of 2021). This document is provided for informational purposes and does not constitute formal legal advice. Users are cautioned that board resolutions must be drafted in accordance with the Company’s Articles of Association. It is strongly recommended that this document be reviewed by UAE-qualified legal counsel prior to execution to ensure compliance with specific licensing requirements (e.g., mainland vs. free zone regulations) and internal corporate governance mandates.

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1. RECITALS

WHEREAS, [Company Full Legal Name] (the "Company"), a company organized and existing under the laws of the United Arab Emirates, with its principal office located at [Principal Address];

WHEREAS, the Board of Directors (the "Board") has reviewed the proposal to enter into [Describe Action/Contract/Resolution Purpose] with [Counterparty Full Legal Name] (the "Counterparty") for a total consideration of [Amount in USD/AED] (the "Transaction");

NOW, THEREFORE, the Directors, being duly convened, hereby resolve as follows:

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2. OPERATIVE RESOLUTIONS

1. APPROVAL OF TRANSACTION: The Board hereby approves the execution of the agreement between the Company and the Counterparty in the form presented to the Board (the "Agreement").

2. AUTHORIZATION OF SIGNATORY: The Board hereby authorizes [Name of Authorized Signatory], holding the title of [Title/Role], to sign, execute, and deliver the Agreement and any such other documents, instruments, or deeds as may be necessary or appropriate to give effect to the intent of this Resolution.

3. SCOPE OF SERVICES: The authorized signatory is empowered to bind the Company to the scope of services defined in the Agreement, ensuring all obligations are performed within the timeframes stipulated in the [Milestone/Schedule] set forth therein.

4. PAYMENT TERMS: The Company shall remit payment to the Counterparty within [Number] days of receipt of a valid tax invoice. Any overdue amounts shall accrue interest at a rate of [Percentage]% per annum, calculated from the due date until the date of actual payment.

5. TERM & TERMINATION: The Agreement shall remain in effect for a period of [Number] months/years from the Effective Date. Either party may terminate for convenience upon [Number] days' prior written notice. In the event of a material breach, the non-breaching party shall provide the breaching party a [Number]-day cure period.

6. INTELLECTUAL PROPERTY: All deliverables, work product, and intellectual property created by the Counterparty pursuant to this engagement shall be deemed "Work Made for Hire" and shall vest exclusively in the Company upon creation.

7. CONFIDENTIALITY: Both parties agree to maintain the strict confidentiality of all proprietary information disclosed during the engagement, restricting access to employees with a "need to know" and prohibiting disclosure to third parties for a period of [Number] years post-termination.

8. LIMITATION OF LIABILITY & INDEMNIFICATION: To the maximum extent permitted by UAE law, the aggregate liability of either party shall not exceed [Amount in USD]. Each party agrees to indemnify and hold harmless the other against any third-party claims arising from gross negligence or willful misconduct.

9. DISPUTE RESOLUTION: Any dispute arising out of this resolution or the underlying agreement shall be settled through [Final and binding arbitration under the rules of the DIAC / Courts of the UAE]. The seat of arbitration shall be [Dubai/Abu Dhabi], and the language of proceedings shall be English.

10. GOVERNING LAW: This resolution shall be governed by and construed in accordance with the Federal laws of the United Arab Emirates as applied in the Emirate of [Emirate Name].

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3. EXECUTION & SIGNATURES

FOR [COMPANY FULL LEGAL NAME]:

Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Company: [Company Legal Name] Date: [Date]

FOR [COUNTERPARTY FULL LEGAL NAME]:

Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Date: [Date]

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4. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Drafting: Replace all bracketed text [...] with the specific details of your transaction. Ensure that the Company name exactly matches the Trade License issued by the DED or relevant Free Zone Authority.
2. Corporate Authority: Verify that the person signing the resolution is authorized per the Company’s Article of Association or a valid Power of Attorney (POA).
3. Digital Execution: For digital signatures, use an eIDAS-compliant platform (e.g., DocuSign or Adobe Sign). Under UAE Law No. 1 of 2006 (Electronic Transactions and Commerce Law), digital signatures are legally recognized provided the identity of the signer is verified.
4. Attestation (If Required): If the resolution is to be used for banking, immigration, or government authorities, it may require notarization by a UAE Notary Public. If the document is to be used abroad, consider formalizing it via the UAE Ministry of Foreign Affairs (MOFA).
5. Record Retention: The original signed resolution must be kept in the Company’s "Corporate Minute Book." Maintain a digital copy in a secured legal repository for a minimum of 7 years, per standard corporate record-keeping practices.