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Board Resolution For Incorporation Of A Subsidiary Company for United Arab Emirates

Board Resolution For Incorporation Of A Subsidiary Company Template for United Arab Emirates

A Board Resolution for Incorporation of a Subsidiary Company in the UAE is a formal corporate document that records the board of directors' decision to establish a new subsidiary entity. This document must comply with UAE Federal Law No. 32 of 2021 (Commercial Companies Law) and includes specific details about the proposed subsidiary's structure, capitalization, and authorized representatives. The resolution serves as official evidence of board approval and provides authority for designated individuals to proceed with the incorporation process, including interactions with UAE government authorities and completion of all necessary registration requirements.

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What is a Board Resolution For Incorporation Of A Subsidiary Company?

A Board Resolution For Incorporation Of A Subsidiary Company is a critical corporate governance document required when a company wishes to establish a new subsidiary entity in the United Arab Emirates. This document is necessary to demonstrate proper corporate authorization and compliance with UAE Federal Law No. 32 of 2021. The resolution must be drafted when a company's board decides to expand operations through a subsidiary structure, whether in mainland UAE or in one of its free zones. It contains essential details such as the subsidiary's proposed name, capital structure, business activities, and designated representatives authorized to complete the incorporation process. The document serves multiple purposes: it records the board's formal decision, provides authority for implementation actions, and is required by various UAE authorities during the registration process. Special considerations must be included if the subsidiary will operate in regulated sectors or require specific licenses.

What sections should be included in a Board Resolution For Incorporation Of A Subsidiary Company?

1. Title and Date: Formal title of the resolution and date of the board meeting

2. Attendance and Quorum: List of directors present and confirmation of meeting quorum requirements

3. Company Details: Information about the parent company including full legal name, registration number, and registered address

4. Recitals: Background information explaining the purpose and business rationale for establishing the subsidiary

5. Board Authority: Reference to relevant provisions in the parent company's articles of association authorizing the board to establish subsidiaries

6. Resolution Items: The specific decisions being made, including approval to establish the subsidiary, its name, location, and business activities

7. Capital Structure: Details of the subsidiary's share capital, number of shares, and ownership structure

8. Authorized Signatories: Designation of individuals authorized to execute documents and take necessary actions

9. Implementation Authority: Authorization for designated individuals to complete registration procedures and obtain necessary licenses

10. Certification: Statement certifying that the resolution was duly passed and signatures of required board members

What sections are optional to include in a Board Resolution For Incorporation Of A Subsidiary Company?

1. Free Zone Requirements: Specific provisions required if the subsidiary is to be established in a UAE free zone

2. Local Partner Provisions: Required when the business activity necessitates a local partner under UAE law

3. Branch Office Provisions: Alternative provisions if the entity is to be established as a branch rather than a subsidiary

4. Shareholder Approval: Required if the parent company's articles mandate shareholder approval for subsidiary formation

5. Bank Account Authorization: Specific authority for opening bank accounts and designated signatories

6. Property Lease Authorization: Authorization for leasing office space or facilities if required immediately

What schedules should be included in a Board Resolution For Incorporation Of A Subsidiary Company?

1. Schedule 1 - Subsidiary Details: Detailed information about the new subsidiary including proposed name, address, and business activities

2. Schedule 2 - Capital Structure: Detailed breakdown of share capital, share classes, and ownership percentages

3. Schedule 3 - Authorized Signatories: List of authorized signatories with specimen signatures and scope of authority

4. Schedule 4 - Required Licenses: List of licenses and permits required for the subsidiary's operations

5. Appendix A - Supporting Documents: List of documents required for incorporation including passport copies, certificates, and forms

6. Appendix B - Power of Attorney: Template power of attorney for authorized representatives to complete incorporation procedures

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Publisher

Genie AI

Document Type

Board Resolution

Cost

Free to use
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Relevant Industries

Financial Services

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Corporate Secretariat

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Chief Executive Officer

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