A Manager's Appointment to a Limited Liability Company Under Federal Law No. 2 of 2015

A manager or a member of the board of managers of a Limited Liability Company is a pillar of the company and its most important employee. Federal Law No. 2 of 2015 on Commercial Companies in the United Arab Emirates regulates clearly, and in detail, the method of a manager's appointment.

A Manager May Be Appointed Through Several Documents

The appointment of a manager or board member at a Limited Liability Company is finalised by a resolution of the shareholders in the company's Memorandum of Association, a separate contract, or a resolution of the General Assembly Meeting under the provisions of UAE Companies Law. More than one manager, or a board of managers, can be appointed, with powers determined at the shareholders' absolute discretion.

Procedures May Clash With the Regulations

The competent authorities for mainland companies — the Department of Economic Development and the Notary Public Department — may refuse to attest a company's Memorandum of Association if the manager's name is absent. However, the law permits appointment under a separate contract or a General Assembly resolution.

In some Emirates, the Department of Economic Development also refuses to include more than one manager's name on the company's Commercial License, even where several managers or a board of managers have been appointed under the Memorandum of Association or a General Assembly resolution — directing that only one manager's name be included on the license.

No Specific Limit on the Number of Managers or Their Powers

Notably, UAE Companies Law does not specify the number of managers, unlike many comparative legislations that stipulate an upper limit. This gives a loose framework for the manner of appointment, the number of managers, and the freedom to determine the scope of their powers.

Approval From the Manager Being Appointed Is Unnecessary

UAE authorities do not require the contract for a manager's appointment to be signed by the manager, or even the manager's approval, to be provided. It is sufficient for the shareholders or their representatives to attend and sign the appointment resolution, the Memorandum of Association, or its amendment. By contrast, most other countries require the manager's own written approval before their name is added to the company's Memorandum of Association or Commercial License.

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