What a board resolution is
A board resolution is a formal document in which your company’s directors set down a decision and sign to confirm it. It shows banks, government departments and business partners that the company has approved a specific step and has given someone the authority to carry it out. In the UAE, many institutions will not process an important corporate request until they have seen one.
Situations that usually call for one
Almost any significant change to how your company operates, who runs it or who owns it needs written approval from the board. These are the cases where you are most likely to be asked for a resolution.
- Opening a corporate bank account
- Adding, removing or replacing an authorized bank signatory
- Appointing a director, removing one or accepting a resignation
- Giving a manager or representative authority to sign contracts
- Issuing or transferring shares, or increasing share capital
- Declaring dividends or approving the annual audited accounts
- Changing the company name or registered address
- Deciding to close the company and begin liquidation
Bank accounts and signatories
Banks review board resolutions closely because they control access to company funds. For a new account, the resolution should confirm the decision to open it, identify the bank and state who may operate the account and approve payments. If a signatory later leaves or a new one is added, the bank will expect a fresh resolution naming that person and confirming the board’s approval, and a missing signature or vague wording can hold the request up.
Signing authority is a separate matter
Bank signatory rights and general signing authority are easy to confuse. The first covers only the operation of a bank account, while the second allows a person to sign contracts, supplier agreements and other documents for the company as a whole. A resolution granting signing authority should spell out exactly what the person may do and any limits, such as a value cap or a single named transaction.
The four main types
Decisions differ in importance, so the type you need depends on how significant the matter is and what your company’s constitution requires. Most small and medium-sized businesses mainly rely on ordinary and written resolutions, and a company with only one director can still pass a written resolution alone.
- Ordinary: routine decisions approved by a simple majority of directors
- Special: major changes, such as to the company’s structure or constitution, that need a higher threshold
- Unanimous: every director must agree
- Written: approved by signature without holding a meeting
What to include and how to finalize it
A resolution is only useful if the receiving party accepts it, and most rejections come from small drafting or formality errors rather than the decision itself. Draft the wording for its exact purpose, have the correct directors sign it and check in advance whether notarization or attestation is required. Certain banks are content with a copy carrying the directors’ signatures and company stamp, while government processes and resolutions passed by a parent company abroad often need notarization and further attestation before they are recognized here.
- The company’s full legal name and licence details
- The date of the meeting or written approval
- A clear statement of the decision and who is authorized to act
- The names and signatures of the approving directors
- The company stamp, where the recipient asks for it
Practical tips before you submit
A little preparation keeps the process moving and avoids a second round of signatures. Run through these points before the document leaves your office.
- Ask the bank or authority whether it has its own template or wording
- Make sure names match passports and the trade licence exactly
- Keep signed originals in your company records for audits and future checks
- Check whether an Arabic version or certified translation is needed
How we can help
If you need a board resolution for a bank, a licensing authority or another purpose, our team can draft it in the right format and guide you through notarization or attestation. That gives your request a better chance of being accepted the first time.