A licence title is not the same as authority
Every UAE company, whether licensed on the mainland or in a free zone, needs someone in charge of its daily running. Being listed as manager on the trade licence, however, is mostly an administrative label, and banks, notaries and government offices usually want written proof of what you may actually do. Many free zone template MoAs say little or nothing about a manager’s powers, and even a mainland MoA may not cover every task, so a POA or resolution often fills the gap.
Where a manager’s powers come from
Before you sign anything that binds the company, check which document gives you the right to do it. Your authority normally rests on one or more of the following, and anything outside them is a risk to you personally.
- Your company’s MoA and Articles, if they set out the manager’s role
- A shareholders’ resolution or a board resolution granting specific powers
- A power of attorney issued by the shareholders, or by a corporate parent
Powers a manager POA often covers
A well drafted POA lists each power clearly rather than relying on broad phrases such as full authority. Typical powers include the following, and anything unusual or high value should be named on its own.
- Opening and operating company bank accounts within agreed limits
- Signing commercial contracts, leases and supplier agreements
- Handling licence renewals, approvals and filings with authorities
- Hiring staff, ending contracts and dealing with visa matters
- Appointing lawyers, auditors or accountants for the company
- Registering a branch or subsidiary, at home or abroad
- Delegating some tasks onward, such as naming a tax agent before the Federal Tax Authority
- Selling company assets or transferring ownership, only if stated expressly
Who can grant the authority
Shareholders can issue a POA for the company, and a sole owner can do so where the company documents allow it. Directors and managers can pass on only the powers they themselves have received, while a single shareholder in a jointly owned company can usually act only for their own shares. If your company is owned by a foreign parent, the authority has to start with that parent, normally through a board resolution that is legalized abroad, attested by MOFA in the UAE and translated into Arabic, because a notary may refuse to act for a manager who cannot prove where their authority comes from.
The personal liability you carry
Acting within your powers reduces your exposure, but it does not remove it. A manager may face civil claims, and in some cases criminal action, for acts beyond the authority given or for mismanagement, and a bounced company cheque you signed can lead to claims against you as the signatory. Unpaid judgments can trigger a travel ban, and if the company becomes insolvent through poor management you may have to cover part of its debts. UAE company law will not let shareholders excuse a manager in advance from liability for misuse of power, although liability insurance and an indemnity for proper acts are permitted.
Habits that protect you
Small routines make a real difference to how exposed you are as a manager. Build these into the way you work from the first day.
- Make sure the powers you hold are worded clearly and match what shareholders want
- Reread your MoA, resolution or POA before committing the company
- Get internal approvals in writing for anything outside routine business
- Write cheques only when funds are in the account, and track post-dated ones
- Keep records showing that decisions were made with care
Notarizing, duration and cancellation
A manager POA signed in the UAE is notarized before a notary public, in person or through an approved online channel, though eligibility for remote signing can change, so check the current rules. One signed abroad needs local notarization, attestation by the UAE embassy, MOFA attestation and a legal Arabic translation. The POA may run for a fixed term, for one task or until revoked, and if you cancel it you should notarize the cancellation and tell banks, the free zone or licensing authority and key partners straight away.
How we can help
We can draft a manager POA or supporting resolution that fits your company’s structure and arrange its notarization or attestation. If you are unsure what your current documents allow, we can review them with you first.