Directors will be appointed by way of a shareholder’s resolution (known as an Owner’s Declaration in DAFZ).
The minimum number of directors required is two. There is also a requirement for a company secretary, although the same person can act as a director and secretary. The director and secretary must be individuals and at least one director and the secretary must be a resident in Dubai.
The general manager will need to provide a notarised, legalised copy of his degree certificate and directors are required to provide their CVs. A security approval will need to be conducted on each director regardless of his/her nationality.
Under the Law directors are considered to have powers to manage the company. However, third parties in the UAE usually request to see a power of attorney evidencing these powers, particularly banks and local authorities; and the DAFZ Authority (“DAFZA”) would usually require a power of attorney to register someone as an authorised signatory.
Signatory rights, and other powers and authorities of directors, should be granted by virtue of a power of attorney issued by the company.
A director who has, directly or indirectly, an interest in a transaction entered into, or proposed to be entered into, by the company or by a subsidiary of the company which, to a material extent, conflicts with the interests of the company and of which he is aware, shall disclose to the company the nature and extent of his interest.
A notice in writing given to the company by a director stating that he is to be regarded as interested in a transaction with a specified party, is sufficient disclosure of his interest in any such transaction entered into after the notice is given, in order to enable him/her to vote and be counted as part of the quorum at a directors meeting.