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Resolution Of Sole Shareholder

Resolution Of Sole Shareholder Template for United Arab Emirates

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Key Requirements PROMPT example:

Resolution Of Sole Shareholder

"I need a Resolution of Sole Shareholder to appoint a new Board of Directors and approve the restructuring of my UAE mainland company, including changing the trade name and registered office location, to be effective from March 1, 2025."

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Document background
The Resolution of Sole Shareholder is a crucial corporate governance document used in the United Arab Emirates when a company has only one shareholder. This document type became increasingly important following the implementation of UAE Federal Decree-Law No. 32 of 2021, which expanded the possibilities for single-shareholder companies, including 100% foreign ownership in many sectors. The resolution formally documents important company decisions made by the sole shareholder, such as appointing directors, approving financial statements, changing the company name, amending the articles of association, or making other significant corporate changes. It needs to comply with UAE corporate law requirements and may require notarization or attestation depending on the decision being made and whether the company is registered in mainland UAE or in a free zone.
Suggested Sections

1. Title and Date: Formal title of the document specifying it as a Sole Shareholder Resolution, including the company name and date of the resolution

2. Company Details: Full legal name of the company, registration number, registered address, and jurisdiction (including whether mainland or free zone)

3. Shareholder Details: Full name and details of the sole shareholder, including nationality and shareholding percentage

4. Attendance and Quorum: Confirmation that the sole shareholder represents 100% of the shares and that the meeting is validly constituted

5. Resolutions: Clear numbered list of all decisions being made by the shareholder

6. Declaration: Statement confirming the binding nature of the resolutions

7. Execution: Signature block for the sole shareholder with date and place of signing

Optional Sections

1. Recitals: Background information explaining the context and reasons for the resolutions, used when complex decisions need context

2. Legal Authority: Reference to specific articles of the company's articles of association and relevant UAE laws, used when dealing with significant corporate changes

3. Notice and Waiver: Waiver of notice requirements, used when the resolution needs to be passed urgently

4. Ratification: Section ratifying previous actions or decisions, used when retroactive approval is needed

5. Delegation of Authority: Section authorizing specific individuals to implement the resolutions, used for complex transactions

Suggested Schedules

1. Schedule 1 - Supporting Documents: List of any supporting documents referenced in the resolutions

2. Schedule 2 - Amended Articles: If applicable, copy of amended articles of association when corporate documentation is being updated

3. Schedule 3 - Power of Attorney: If applicable, form of power of attorney being granted to implement the resolutions

4. Appendix A - Corporate Structure: If applicable, diagram showing corporate structure changes being approved

5. Appendix B - Financial Statements: If applicable, relevant financial statements being approved by the shareholder

Authors

Alex Denne

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

alex.den.21@genieai.co
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