Shareholders’ proxy regulation in mainland U.A.E.

A shareholder’s proxy is an appointed representative who participates in General Assembly meetings on behalf of the shareholder with voting power. Individual shareholders usually engage proxies for the following reasons:

• the General Assembly meeting is scheduled to be in person, and the shareholder cannot attend the meeting;
• during corporate conflicts a professional proxy, such as a lawyer, may be able to vote without being affected by emotions or the personal history of the conflict.

Corporate shareholders participate in General Assembly meetings via proxies if they are represented by anyone other than a director of such corporate shareholder.

General Assembly meetings are not the only context where proxies can be used. Article 100 of the Federal Decree-Law No. (32) of 2021 “On Commercial Companies” provides that shareholders can use proxies to examine records of previous General Assembly meetings, as well as to inspect the balance sheet, the profit and loss account and the annual report of the company.

Articles 93(2), 95, and 180 of the Federal Decree-Law No. (32) of 2021 “On Commercial Companies” provide that proxies must be appointed by a special written power of attorney (proxy), or a special authorisation.

Although notarising such a power of attorney is a safe solution, we are not aware of any provision in the U.A.E. law that would require notarisation of a power of attorney for a proxy to attend General Assembly meetings. In our opinion, shareholders can agree between themselves to use an ordinary written form of a power of attorney for proxies. Good corporate governance practice is to describe such a form, or even provide a template for it, in the Memorandum (Articles) of Association. In addition, the constitutional documents of a company can also provide other requirements for the proxies and the procedure of their appointment. However, stakeholders outside General Assembly meetings, such as banks and government authorities, will likely require notarised power of attorney from a proxy.

Article 180 of the Federal Decree-Law No. (32) of 2021 “On Commercial Companies” provides the following important rules:

• shareholders are prohibited from appointing directors of their companies as proxies for General Assembly meetings. In our opinion, this rule protects shareholders and the company from the risk of conflicts of interest;
• a proxy holder acting on behalf of several shareholders shall not hold in this capacity more than 5 % of the share capital of the company;
• shareholders who are minors or legally incompetent shall be represented by their legal representatives.

Although Article 180 of the Federal Decree-Law No. (32) of 2021 “On Commercial Companies” directly applies to Public Joint Stock Companies, according to Article 104(1) of the same law the provisions concerning joint stock companies shall also apply to limited liability companies, to the extent that they are consistent with their nature. That is why, in our opinion, shareholders of LLCs in the mainland U.A.E. should also take Article 180 into account.

The company is required to maintain minute records (deliberations and resolutions of the General Assembly, minutes) and if the shareholder’s meeting was attended by the proxy, it must be reflected.

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

Check out our article on Calling shareholders’ meetings of Limited Liability Companies in the U.A.E. mainland.

This article is based on laws and regulations existing on 2 February 2026. It is intended for general informational purposes only and does not constitute legal advice or create client relationships.