Manager Change in UAE - Company Registration Modification Procedures

Delivering the latest information on manager changes and company registration modifications in the UAE.

When a branch or local entity's manager (such as a General Manager or Branch Manager) changes due to employee rotation, the UAE requires proper company registration updates. Different procedures apply depending on whether the company operates in a Free Zone or on the Mainland. This article explains the typical manager registration change process and required documentation for both Mainland and Free Zone entities.

Table of Contents

• Free Zone Company Main Process

• Mainland Company Main Process

• Timeline

• Required Documents

• Contents to Include in Board Resolution

• Contents to Include in Power of Attorney (POA)

• Document Authentication (Attestation) and Arabic Translation

• Corporate Bank Account Authorized Signatory Procedures

• Procedures After Registration Change

1. Free Zone Company Main Process

When changing a company manager (generally corresponding to General Manager or Director) in a UAE free zone, applications are typically submitted to each free zone authority through designated online portals or forms. The basic process begins with approval of the new and old manager transition at a board meeting, followed by creating a board resolution, obtaining document authentication, and then submitting to the free zone authority along with the new manager's personal documents.

Many free zones mandate notification within a specified period from the change date (for example, within 14 business days) to the authority. It is necessary to prepare documents and submit applications within appropriate timelines. After the authority approves the application, the authority conducts review and approval processes, and upon signing revised Articles of Association (MOA), the registered manager information is updated and a new license is issued. There are slight differences depending on the free zone and company structure, and shareholders may be required to provide Certificate of Incumbency (officer and shareholder incumbency certificate) or shareholder resolutions. Differences exist depending on shareholder type, so confirm what your situation requires.

2. Mainland Company Main Process

Mainland companies, for example in Dubai, conduct changes through the Dubai Economy & Tourism (DET, formerly Department of Economic Development = DED). First, the board approves the new and old manager transition, then creates a board resolution and obtains document authentication. Applications are submitted through portals or authorized representative services along with the new manager's documents. Based on this, the authority creates an amended Articles of Association (MOA Addendum), and shareholders visit DET to sign the MOA. Upon the supervising authority's review and approval, the Commercial License manager name is updated to the new person, and a new license is issued. If shareholder DET visits are difficult, you can issue a Power of Attorney (POA). POA also requires document authentication.

3. Timeline

For free zones, approximately several business days to two weeks is the standard. However, if there are document deficiencies or additional approvals are needed, the timeline extends, and authority delays may occur. For mainland, one to three weeks is typical, but if additional approvals (for example, if specific industries require regulatory approval) or modification agreement readjustments occur, the timeline extends. If document authentication requires redoing, additional time becomes necessary.

4. Required Documents

Resolutions and other documents are created in English. For mainland, translation into Arabic occurs during the authentication process.

Note: Certificate of Incumbency is an official document proving a company's current officers and representatives. It contains the names and roles of current directors and managers, shareholder information, and company issued capital. When submission is required, similar authentication is necessary.

5. Board Resolution Contents

The board resolution must clearly state the following:

• Current manager removal or resignation approval (name and removal/resignation date)

• New manager appointment (name and appointment date)

• New manager's authority scope (authority to represent company and execute contracts, etc.)

6. Power of Attorney (POA) Contents

When corporate shareholders grant company change procedure authority, they issue a Power of Attorney (POA = Power of Attorney). POA enables procedure advancement through authorized representatives even when shareholders are not in UAE. If POA is issued outside UAE, government authentication is also required. POA clearly specifies granting the agent authority to conduct manager change procedures with the authority.

When granting the new manager comprehensive authority to represent the company, POA to the new manager should specify that authority (bank account opening/transaction, labor authorization signing, contract execution, and other specific authority items) and all authority regarding company operations. In UAE, company operation procedures at various agencies (government, banks, notary, police, courts, electricity/water authorities, vehicle registration, telecommunications, etc.) often require company POA. If the relevant authority is not listed, procedures may not be possible, so POA should specifically include relevant authorities.

7. Document Authentication (Attestation) and Arabic Translation

Board resolutions or POA signed outside UAE must undergo notarization and authentication (attestation). Specifically, if the resolution is signed at the parent company outside (for example, in Japan), the document receives notarization at a local notary (Japan), then authentication at the UAE Embassy (in Japan). After bringing it to UAE, it receives final authentication from the UAE Ministry of Foreign Affairs (MOFAIC). This series of authentication is required for the document to be officially received by UAE authorities. For mainland, after obtaining authentication from the UAE Ministry of Foreign Affairs, Arabic translation by a UAE-licensed translator is the standard.

Conversely, when documents are created and signed within UAE, some free zones can substitute notarization with free zone authority staff witnessing the signing. Some free zones also request authentication for signature samples or KYC documents. Confirm the procedures your situation requires.

8. Corporate Bank Account Authorized Signatory Procedures

Often overlooked is corporate bank account handling. Since this takes time, address it early. Using the board resolution and new manager's personal information, complete the application at each bank and submit. Some banks have prevented changes for six months, and in such cases, changing to a more reliable alternative bank becomes necessary. To prepare for unforeseen situations, maintaining multiple bank accounts is also a prudent risk mitigation.

9. Procedures After Manager Registration Change

Managers hold company operation authority, so changes to many agency registrations beyond company registration become necessary. Employee visa signatory changes must not be forgotten. Company structures and free zones versus mainland may have slightly different requirements. We provide advice and operational support tailored to your conditions. Please contact us regarding concerns or questions.

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