Board Resolution Notarization Dubai: When Is It Required?

A board resolution is a formal record of a decision made by a company's board of directors. Many companies pass dozens of resolutions a year, but only certain types must be notarized. Knowing which ones saves time and money; missing a required notarization can require additional processing steps with the DED, your bank, or the courts.

In our 29 years handling corporate notarization in Deira, we have seen entire share transfers stall because one resolution was not notarized, and bank accounts frozen while clients scrambled to re-do documents. This guide tells you exactly which resolutions need notarization and which do not.

Board Resolutions That MUST Be Notarized in Dubai

The following resolution types require Dubai Courts notarization. An un-notarized version will not be accepted by the relevant authority.

1. 1.

   Resolution to Liquidate the Company

   Submitted to DED as part of the company deregistration process. The shareholders' resolution to dissolve the company must be notarized before the DED will accept it. It must name the appointed liquidator and confirm that all partners consent. Without notarization, the liquidation process cannot formally commence.

2. 2.

   Resolution to Amend the MOA (Activities, Capital, or Partners)

   Any amendment to the Memorandum of Association (adding a business activity, increasing or reducing share capital, changing the company name, or modifying partner details) requires a shareholders' resolution notarized at Dubai Courts before the DED will process the MOA amendment filing. The resolution and the amended MOA are notarized together in a single appointment.

3. 3.

   Resolution to Appoint or Remove a General Manager

   When a General Manager appointment or removal is submitted to the DED for trade license update, the underlying resolution must be notarized. This applies to both the original appointment resolution and any resolution changing or revoking the General Manager's authority. The General Manager's name then appears on the updated trade license.

4. 4.

   Resolution to Authorize a Bank Account Signatory

   Most UAE banks, including Emirates NBD, ADCB, and FAB, require a notarized board resolution to add or remove an authorized signatory on a corporate bank account, or to open a new corporate account. The resolution must name the authorized signatory, their title, and the scope of their signing authority. An un-notarized resolution will not be accepted at the branch level before it reaches the business banking team.

5. 5.

   Resolution Authorizing a Representative for Court Proceedings

   UAE Courts require that any individual appearing on behalf of a company in legal proceedings hold either a notarized board resolution granting authority to represent the company, or a notarized corporate Power of Attorney. Without one of these documents, the court will not accept the representative's standing.

6. 6.

   Resolution to Increase or Decrease Share Capital

   Changes to a company's share capital require a shareholders' resolution that is notarized before the DED will register the change. The resolution must state the new capital figure, the agreed valuation basis, and confirmation by all partners. This is required under Federal Law No. 32 of 2021 (UAE Commercial Companies Law) for mainland LLCs.

7. 7.

   Resolution for Property Transactions on Behalf of the Company

   When a company buys, sells, or mortgages property in Dubai, the DLD and RERA require a notarized board resolution authorizing the transaction and naming the authorized signatory for the property documents. This is separate from, and in addition to, any corporate POA required for the transaction.

The Bank Exception: Always Confirm with Your Bank

UAE banks operate their own internal compliance frameworks that go beyond what the law strictly requires. In our practice, we frequently encounter situations where a resolution accepted by one bank is rejected by another for the same corporate action.

Islamic banks in particular, including Dubai Islamic Bank, Abu Dhabi Islamic Bank, and Emirates Islamic, apply stricter documentation requirements for all account management changes, regardless of whether the action would strictly require notarization under general law. Many require notarized resolutions for every change to signing authority, not just account opening.

What Does a Notarized Board Resolution Include?

A board resolution submitted for notarization at Dubai Courts must include all of the following elements. Missing any one of these means the document will require correction before it can be accepted. We draft all resolutions to include every required element the first time.

1. 1Full company name as registered with DED
2. 2DED trade license number
3. 3Date of the resolution
4. 4Full names and roles of all attendees (directors/shareholders present)
5. 5Quorum confirmation (that the required number of decision-makers were present)
6. 6Resolution text: the actual decision in precise legal language (e.g., "Resolved that [Name], [Title], is authorized to...")
7. 7Original signatures of all named attendees
8. 8Dubai Courts notarization stamp and seal

Can a POA Be Used to Sign a Board Resolution?

PRO officers frequently ask whether a Power of Attorney can be used to sign a board resolution on behalf of a director who cannot attend. The answer depends on the entity accepting the resolution: