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Board Resolution For Incorporation Of Foreign Subsidiary for United Arab Emirates

Board Resolution For Incorporation Of Foreign Subsidiary Template for United Arab Emirates

A Board Resolution for Incorporation of Foreign Subsidiary in the UAE is a formal document that records the decision of a company's board of directors to establish a subsidiary entity in the United Arab Emirates. The resolution complies with UAE Federal Decree-Law No. 32 of 2021 (Commercial Companies Law) and other relevant UAE regulations, documenting the board's approval of the subsidiary's formation, its capital structure, authorized representatives, and key operational parameters. This document serves as official evidence of corporate authorization for the establishment process and is required for various administrative and legal procedures in the UAE.

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What is a Board Resolution For Incorporation Of Foreign Subsidiary?

A Board Resolution For Incorporation of Foreign Subsidiary is a crucial corporate governance document required when a foreign company decides to establish a subsidiary in the United Arab Emirates. This document is necessary for compliance with UAE Federal Decree-Law No. 32 of 2021 and related regulations, serving as formal evidence of the parent company's board approval for the subsidiary's establishment. The resolution typically includes detailed decisions about the subsidiary's structure, capitalization, management, and operations, and is required by UAE authorities, banks, and other institutions during the incorporation process. It demonstrates proper corporate authorization and decision-making, protecting both the parent company's interests and ensuring compliance with UAE legal requirements for foreign business establishment.

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

1. Meeting Details: Date, time, location of the board meeting, and confirmation of quorum

2. Attendance: List of directors present, absent, and other attendees

3. Chairperson: Designation of the meeting's chairperson

4. Purpose: Statement of the specific purpose to establish a foreign subsidiary in the UAE

5. Background: Context for the decision, including business rationale and strategic objectives

6. Confirmation of Authority: Statement confirming the board's authority to make the decision under the company's articles

7. Key Resolutions: Core decisions regarding subsidiary establishment, including company name, location, business activities

8. Capital Structure: Details of authorized and paid-up capital, shareholding structure

9. Authorized Representatives: Appointment and powers of individuals authorized to execute formation documents

10. Banking Resolutions: Authorization for opening bank accounts and conducting banking operations

11. Execution of Documents: Authorization to execute all necessary documents for incorporation

12. Closure: Formal closing of the meeting and signature requirements

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

1. Regulatory Compliance: Specific provisions for regulated activities requiring special licenses or permits

2. Free Zone Requirements: Additional provisions if incorporating in a UAE free zone

3. Initial Officers: Appointment of initial directors, managers, and officers if determined at this stage

4. Property and Assets: Authorization for purchase or lease of property if immediate requirements exist

5. Intercompany Agreements: Approval of any immediate intercompany agreements or arrangements

6. Local Partner Provisions: Requirements if local partnership is needed outside free zones

7. Special Business Activities: Additional provisions for specific regulated or licensed activities

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

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

2. Schedule 2: Capital Structure: Detailed breakdown of shareholding structure and capital allocation

3. Schedule 3: Authorized Signatories: List of authorized signatories with specified powers and limitations

4. Schedule 4: Required Documentation: List of documents required for incorporation process

5. Schedule 5: Initial Business Plan: Summary of initial business plan and operations

6. Appendix A: Power of Attorney: Draft power of attorney for authorized representatives

7. Appendix B: Corporate Documents: Copies of relevant corporate documents referenced in the resolution

Authors

Alex Denne

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

Publisher

Ƶ

Document Type

Board Resolution

Cost

Free to use
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Relevant Industries

Manufacturing

Technology

Financial Services

Professional Services

Retail

Construction

Healthcare

Energy

Telecommunications

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Real Estate

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Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Corporate Secretariat

Compliance

International Operations

Finance

Business Development

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Board Director

Company Secretary

Corporate Counsel

Legal Director

Managing Director

Chief Operating Officer

Head of International Operations

Corporate Governance Officer

Compliance Officer

Director of Business Development

General Counsel

Board Chairman

Executive Director

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