Board Structure
Composition, roles, committees and reserved matters designed around the size and ownership of the business.
Governance is what decides whether a signature binds the company, whether a board resolution is valid, and whether a director is personally exposed when something goes wrong. Most companies only test their governance during a dispute, an audit or a sale.
Dubai Legal Expert provides corporate governance and board advisory services across the UAE, building the authority structures, records and procedures that hold up when they are examined.
Under the UAE Commercial Companies Law and free zone regulations, companies are expected to maintain proper registers, pass decisions through the correct organ, and record ownership accurately. In practice many businesses run on informal habit, with documents signed by whoever was available.
We build governance that matches how the company actually operates. Authority limits reflect real spending patterns, board procedures fit the size of the business, and the paperwork exists before anyone asks for it.
Contact UsWritten authority matrices defining who can sign, approve spending, hire and commit the company, and up to what value.
Constitution of the board, meeting notice, quorum, minutes and resolution drafting that satisfies UAE requirements.
Shareholder registers, share certificates, board minute books and resolution files maintained in proper form.
Ultimate beneficial owner registers prepared and kept current in line with UAE reporting obligations.
Written guidance on the duties and personal exposure directors and managers carry under UAE law.
Composition, roles, committees and reserved matters designed around the size and ownership of the business.
Clear limits on who binds the company, which prevents unauthorised commitments and disputed contracts.
Registers, minutes and resolutions kept in the form auditors, banks and buyers expect to see.
Beneficial ownership identified, recorded and reported correctly to the relevant authority.
Related party transactions and director conflicts identified, disclosed and approved properly.
A written review of current practice against UAE requirements, with a prioritised remediation list.
Governance failures are rarely visible until the moment they are expensive. A shareholder challenges a decision, a bank refuses to accept a resolution, a buyer pauses due diligence over missing minutes, or a director is held responsible for a commitment they never approved.
Fixing governance retrospectively is difficult because you cannot create records that should have existed at the time. Our approach is to put the framework in place while it is still routine administration rather than a contested issue.
From documentation audit to a working governance framework the business can actually follow.
We review the memorandum, licence, registers, minutes, resolutions and any existing authority policies.
A written comparison of current practice against UAE company law and free zone requirements.
We draft the authority matrix, board procedures and reserved matters suited to your ownership structure.
Registers, minute templates, resolution formats and policies are prepared and issued.
We brief directors and managers on the new procedure and their duties under UAE law.
A yearly review to confirm records are current and to update for regulatory or ownership changes.
Our registers and minute books were years out of date. They rebuilt the whole record set and our audit went through without a single query.
The authority matrix ended the confusion about who could sign what. It should have been done at incorporation.
It is the framework of rules, roles and records that determines how a company makes and documents decisions, and how directors and shareholders exercise their rights.
Companies are generally required to keep a shareholder register, records of share transfers, board and shareholder resolutions, and an ultimate beneficial owner register.
A written schedule setting out who may approve spending, sign contracts, hire staff or commit the company, and up to what financial limit.
Directors and managers can face personal liability for breaches of duty, certain regulatory failures and actions taken beyond their authority.
A record of the individuals who ultimately own or control the company, which must be maintained and reported to the licensing authority.
Yes. Each free zone has its own regulations on registers, resolutions and reporting, and these are enforced at renewal and audit.
We will review your registers, resolutions and authority structure and give you a written remediation list. The first consultation is free.
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Dubai Legal Experts provides trusted legal advocacy across the UAE with experienced lawyers and clear legal guidance.