Calling shareholders’ meetings of Limited Liability Companies in the U.A.E. mainland

Shareholders’ (or General) meetings are usually called to make decisions on the most significant business issues. It is important to understand that arranging such meetings is a formally regulated process. Companies must comply with all applicable requirements; otherwise, a shareholders’ meeting and decisions made therein may be challenged and recognised as invalid by competent authorities.

The primary source of law governing shareholders’ meetings of limited liability companies in the U.A.E. mainland is the Federal Decree-Law No. (32) of 2021 on Commercial Companies (“Companies Law”).

Who can call a shareholders’ meeting?

According to article 92(2) of the Companies Law the following persons are authorised to initiate calling of a shareholder’s meeting:

· the company’s manager at their own discretion;

· shareholder(s) that own(s) at least 10 % shares in the company have a right to request the manager to call a shareholders’ meeting.

In addition, as per article 17(3) of the Cabinet Resolution No. (77) of 2022 Concerning Limited Liability Companies the following persons can also request the manager to convene a shareholders’ meeting:

· a state registrar of companies in the relevant Emirate (for example, Dubai Economy and Tourism Department);

· the company’s auditor.

The manager must comply with such a request within 5 business days.

Notice Requirements

A notice of a shareholders’ meeting must be provided to shareholders at least 21 days before the scheduled date of the shareholders’ meeting (article 93(1) of the Companies Law). According to the article 93(2) of the Companies Law the notice should include:

· agenda (a list of items for shareholders to decide on);

· place, date and time of the first meeting and the second meeting (in the event of lack of quorum for the first meeting);

· details of the persons entitled to attend the meeting;

· a statement regarding the possibility of appointing proxies (representatives) to attend the meeting and the powers of such proxies;

· quorum requirements.

The Companies Law allows the company’s memorandum of association to specify the modern means of technology that may be used to send notices about shareholders’ meetings. For instance, memorandum of association may permit sending notices via email or even mobile messenger applications.

Should you have any questions, please feel free to contact CHENINS via www.chenins.ae.

This article is based on laws and regulations existing on 1 May 2025. It is intended for general informational purposes only and does not constitute legal advice or create client
relationships.