Corporate Governance:
control, decisions and responsibility

01

First, the applicable corporate law is determined

Mainland company is subject to federal Companies Law and the requirements of the competent authority of the emirate. An ordinary free-zone company follows the rules of its zone. DIFC and ADGM have their own companies regulations, registrars and courts. A group can use multiple modes simultaneously.

Mainland

Federal Companies Law, commercial register and authority of the emirate

Regular free zone

Zonal regulations, license conditions and registrar

DIFC

DIFC Companies Law and special law for foundations and other vehicles

ADGM

ADGM Companies Regulations and separate regimes for SPV/foundation

Regulated entity

Additional regulatory governance: CBUAE, DFSA, FSRA or SCA

02

Enterprise document architecture

MOA/articles form the registered constitution of the company. Shareholders’ agreement regulates the contractual relations of participants, but does not replace mandatory registration actions and should not contradict mandatory rules.

03

Participants' rights and minority protection

Economic rights and control are separated: voting, dividends, information rights, appointment of authorities, veto and transfer restrictions must be agreed upon between the charter and the SHA. For different classes of shares or shares, the availability of the mechanism in a specific mode is checked.

Reserved matters

Transactions, budget, debt, share issue, related parties and business changes

Information

Reporting, access to documents and audit rights

Transfer

Pre-emption, tag, drag, permitted transfers and valuation

Deadlock

Escalation, mediation, buy-sell or other executable mechanism

Minority

Mandatory rights plus contractual protection without business paralysis

04

Managers, directors and senior management

The body and title depend on the form of the company. The appointed person acts in the best interests of the company, follows the law and constitutional documents, discloses conflicts and does not exceed the limits of authority. The 2025 amendments separately clarified the issues of resignation and replacement of managers.

Appointment

Decision of the competent authority, consent and registration if necessary

Duties

Care, loyalty, lawful purpose, conflicts and preservation of records

Delegation

Written limits; delegation does not always remove responsibility

Vacancy

Interim management plan and timely registration of changes

Liability

For violation of law, MOA, authority or duties - according to the applicable regime

05

Authority and bank signatures

A trade license does not confirm the authority of a specific signatory. The counterparty and the bank check constitutional documents, register extract, board/shareholder resolution and power of attorney. The internal delegation matrix must match the external documents.

Contracts

Who signs and what transactions require separate approval

Bank

Account opening, signatories, maker-checker, limits and borrowing

POA

Exact scope, term, substitution and method of withdrawal

Group

A person of one company does not represent another without a separate reason

Evidence

Current extracts, specimen signatures, resolutions and legalization

06

UBO, nominee and ownership transparency

The Company determines the real beneficiary under the applicable ownership or control test, maintains the UBO and shareholder registers, and communicates changes to the registrar. Nominee director or shareholder does not eliminate the obligation to disclose effective control.

Ownership test

Direct and indirect ownership throughout the chain

Control

Voting, appointment, contractual rights and other actual influence

Senior management

Fallback test when UBO is not otherwise installed

Nominee

Status and nominator are disclosed according to applicable rules

Bank / tax

UBO filing does not replace broader KYC, CRS or tax disclosure

07

Decisions, meetings and corporate calendar

For each decision, notice, quorum, voting threshold, conflict and filing are checked. A written decision is not equally acceptable in all cases. Financial reporting, audit, license renewal and annual filings are included in a single calendar.

08

Conflicts of interest and related-party transactions

The stakeholder discloses the conflict and does not participate in the solution where required. Price, business rationale and approval are documented. For a public or regulated company, additional governance rules apply.

09

Capital, shareholder loans and distributions

Financing is issued as equity, premium, shareholder loan or other acceptable instrument. Before distribution, solvency, reserves, accounts, corporate tax and restrictions of the financing bank are checked.

Equity

Issue, subscription, payment and registration

Shareholder loan

Agreement, interest, maturity, subordination and TP

Guarantee

Corporate benefit, approval, limits and disclosure

Dividend

Approved accounts, distributable amount and resolution

Reduction / buyback

Special procedure and creditor protection

10

Groups, M&A and transfer of registration

Share deal, asset deal, merger, conversion and transfer of registration have different approvals, creditor protection, tax and license consequences. The 2025 amendments introduced a clearer mechanism for transferring registration between competent registries, subject to conditions being met.

Due diligence

Title, licenses, contracts, litigation, tax, employment, data and UBO

Approvals

Shareholders, board, regulator, lender and counterparty consent

Closing

Transfer instrument, price, register, control and filings

Integration

Bank, license, staff, data, contracts and reporting after closing

11

Exit, succession and continuity

Sale, death of a member, resignation of a manager and deadlock should not stop the company. Valuation, funding of buyout, interim management, inheritance and dispute forum are determined in advance.

1. 01

   MOA and SHA are consistent with each other and with the license.

2. 02

   Reserved matters and delegation matrix work in practice.

3. 03

   UBO, shareholder and director records are relevant.

4. 04

   Related-party transactions have approval and documentation.

5. 05

   Sale, death, resignation and deadlock have a working route.