The Appointing A Director By Ordinary Resolution document is a crucial corporate instrument used in the United Arab Emirates when shareholders need to formally appoint a new director to a company's board. This document is required under UAE Federal Law No. 32 of 2021 and must comply with local corporate governance requirements. It is typically used when a new director needs to be appointed outside of the annual general meeting, when filling a casual vacancy, or when expanding the board. The resolution must be passed by shareholders holding more than 50% of the shares represented at a properly convened meeting, or through written resolution where permitted. The document serves multiple purposes: it records the shareholders' decision, provides evidence of proper appointment for regulatory authorities, and forms part of the company's official records.
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1. Company Details: Full legal name of the company, its registration number, and registered office address
2. Date of Resolution: The specific date on which the resolution is passed
3. Legal Authority: Reference to relevant articles of association and UAE Commercial Companies Law provisions authorizing the appointment
4. Resolution Statement: Clear statement that this is an ordinary resolution passed by shareholders
5. Appointment Details: Specific details of the director being appointed, including full name, nationality, passport number, and UAE ID (if applicable)
6. Term of Appointment: Specification of the term for which the director is appointed
7. Effective Date: The date from which the appointment takes effect
8. Compliance Statement: Confirmation that the appointment complies with company's articles and UAE law requirements
9. Authorization: Authorization for filing necessary documents with relevant authorities
1. Remuneration: Details of any director's fees or remuneration package, used when these terms are being set as part of the appointment
2. Special Responsibilities: Any specific roles or responsibilities assigned to the director, used when the director is taking on specific committee roles
3. Replacement Statement: Statement regarding the director being replaced, if applicable, used when the appointment is to fill a vacancy
4. Regulatory Approvals: Reference to any required regulatory approvals, used for regulated entities or specific industries
5. Additional Declarations: Any additional declarations required for specific types of companies or industries
1. Director's Consent: Signed consent form from the appointed director accepting the position
2. Director's Identification Documents: Copies of passport, UAE ID, and other identification documents
3. Director's Declaration: Declaration of compliance with qualification requirements and no conflicts of interest
4. Shareholder Voting Record: Record of the shareholder votes confirming the ordinary resolution was properly passed
5. Professional Qualifications: Copies of relevant professional qualifications or certifications, if required for the position
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Real Estate
Manufacturing
Technology
Healthcare
Retail
Professional Services
Energy
Construction
Hospitality
Transportation
Education
Media and Entertainment
Telecommunications
Relevant Teams
Legal
Compliance
Corporate Governance
Corporate Secretariat
Risk Management
Board Administration
Regulatory Affairs
Corporate Services
Executive Office
Relevant Roles
Chief Executive Officer
Company Secretary
Legal Counsel
Compliance Officer
Corporate Governance Manager
Board Secretary
Managing Director
Legal Director
Corporate Services Manager
Risk Manager
Director of Operations
Chief Legal Officer
Regulatory Affairs Manager
Corporate Administrator
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