The Shareholder Resolution For Appointment Of Director is a crucial corporate governance document used in the United Arab Emirates when shareholders wish to formally appoint a new director to the company's board. This document is required under UAE Federal Decree-Law No. 32/2021 and must comply with both federal and emirate-level regulations, as well as any applicable free zone requirements. The resolution documents the shareholders' decision, includes essential information about the appointee, specifies the term of appointment, and outlines any specific powers or restrictions. It serves as an official record for the company's books and must be filed with relevant authorities such as the Department of Economic Development or free zone authorities. The document is particularly important for maintaining proper corporate governance records and ensuring compliance with UAE commercial regulations.
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1. Company Details: Full legal name of the company, its registration number, and registered address
2. Meeting Details: Date, time, location of the shareholder meeting, and confirmation of quorum
3. Attendance Record: List of shareholders present or represented, including shareholding percentages
4. Recitals: Background information including the reason for the appointment and reference to relevant articles of association
5. Resolution: The formal resolution text appointing the new director, including full name, nationality, passport details
6. Term of Appointment: Specification of the term for which the director is appointed
7. Authority and Powers: Outline of the director's authorities and powers in line with the articles of association
8. Execution: Signature blocks for authorized signatories and company seal
1. Voting Results: Required when the appointment was made through formal voting process rather than unanimous consent
2. Regulatory Declarations: Required for regulated entities or listed companies, confirming compliance with regulatory requirements
3. Resignation Acknowledgment: Include when the appointment is replacing a resigning director
4. Remuneration Details: Optional section specifying director's compensation package if decided at the same meeting
5. Committee Appointments: Required if the new director is also being appointed to board committees
1. Director's Consent Letter: Signed acceptance of appointment by the new director
2. Director's Information Form: Detailed information about the director including personal details, qualifications, and other directorships
3. Identification Documents: Copies of passport, Emirates ID (if applicable), and other identification documents
4. Declaration of Interests: New director's declaration of any interests in the company or conflicts
5. Regulatory Forms: Any required forms for submission to UAE authorities (DED, DMCC, DIFC etc. as applicable)
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