Board Resolution For Incorporation Of Foreign Subsidiary Generator for United Arab Emirates

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Key Requirements PROMPT example:

Board Resolution For Incorporation Of Foreign Subsidiary

"I need a Board Resolution For Incorporation Of Foreign Subsidiary to establish a technology services subsidiary in Dubai Internet City Free Zone, with an initial capital of AED 500,000, planned for March 2025, including provisions for software licensing and technology transfer from our US parent company."

Document background
A Board Resolution For Incorporation of Foreign Subsidiary is a crucial corporate governance document required when a foreign company decides to establish a subsidiary in the United Arab Emirates. This document is necessary for compliance with UAE Federal Decree-Law No. 32 of 2021 and related regulations, serving as formal evidence of the parent company's board approval for the subsidiary's establishment. The resolution typically includes detailed decisions about the subsidiary's structure, capitalization, management, and operations, and is required by UAE authorities, banks, and other institutions during the incorporation process. It demonstrates proper corporate authorization and decision-making, protecting both the parent company's interests and ensuring compliance with UAE legal requirements for foreign business establishment.
Suggested Sections

1. Meeting Details: Date, time, location of the board meeting, and confirmation of quorum

2. Attendance: List of directors present, absent, and other attendees

3. Chairperson: Designation of the meeting's chairperson

4. Purpose: Statement of the specific purpose to establish a foreign subsidiary in the UAE

5. Background: Context for the decision, including business rationale and strategic objectives

6. Confirmation of Authority: Statement confirming the board's authority to make the decision under the company's articles

7. Key Resolutions: Core decisions regarding subsidiary establishment, including company name, location, business activities

8. Capital Structure: Details of authorized and paid-up capital, shareholding structure

9. Authorized Representatives: Appointment and powers of individuals authorized to execute formation documents

10. Banking Resolutions: Authorization for opening bank accounts and conducting banking operations

11. Execution of Documents: Authorization to execute all necessary documents for incorporation

12. Closure: Formal closing of the meeting and signature requirements

Optional Sections

1. Regulatory Compliance: Specific provisions for regulated activities requiring special licenses or permits

2. Free Zone Requirements: Additional provisions if incorporating in a UAE free zone

3. Initial Officers: Appointment of initial directors, managers, and officers if determined at this stage

4. Property and Assets: Authorization for purchase or lease of property if immediate requirements exist

5. Intercompany Agreements: Approval of any immediate intercompany agreements or arrangements

6. Local Partner Provisions: Requirements if local partnership is needed outside free zones

7. Special Business Activities: Additional provisions for specific regulated or licensed activities

Suggested Schedules

1. Schedule 1: Subsidiary Details: Detailed information about the proposed subsidiary including name, address, activities

2. Schedule 2: Capital Structure: Detailed breakdown of shareholding structure and capital allocation

3. Schedule 3: Authorized Signatories: List of authorized signatories with specified powers and limitations

4. Schedule 4: Required Documentation: List of documents required for incorporation process

5. Schedule 5: Initial Business Plan: Summary of initial business plan and operations

6. Appendix A: Power of Attorney: Draft power of attorney for authorized representatives

7. Appendix B: Corporate Documents: Copies of relevant corporate documents referenced in the resolution

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant Industries

Manufacturing

Technology

Financial Services

Professional Services

Retail

Construction

Healthcare

Energy

Telecommunications

Logistics

Real Estate

Hospitality

Education

Media and Entertainment

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Corporate Secretariat

Compliance

International Operations

Finance

Business Development

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Board Director

Company Secretary

Corporate Counsel

Legal Director

Managing Director

Chief Operating Officer

Head of International Operations

Corporate Governance Officer

Compliance Officer

Director of Business Development

General Counsel

Board Chairman

Executive Director

Industries
UAE Federal Decree-Law No. 32 of 2021 (Commercial Companies Law): The primary legislation governing company formation, corporate governance, and business operations in the UAE. It outlines requirements for establishing subsidiaries and foreign company operations.
UAE Federal Decree-Law No. 19 of 2018 (Foreign Direct Investment Law): Regulates foreign investment in the UAE, including provisions for foreign ownership and investment restrictions or privileges.
UAE Federal Law No. 2 of 2015 (Commercial Companies Law - Corporate Governance): Specific provisions relating to corporate governance requirements, including board responsibilities and decision-making processes.
Relevant Free Zone Regulations: If the subsidiary is to be established in a free zone, specific regulations of the chosen free zone must be considered (e.g., DIFC, ADGM, or other free zone regulations).
UAE Federal Law No. 4 of 2012 (Competition Law): Relevant for ensuring the subsidiary's establishment doesn't create competition law issues in the UAE market.
UAE Federal Law No. 4 of 2000 (UAE Securities and Commodities Authority): Important if the parent company is listed, as it governs disclosure requirements and regulatory approvals for significant corporate actions.
UAE Federal Decree-Law No. 33 of 2021 (Labour Law): Relevant for understanding employment-related obligations that will arise once the subsidiary is established.
UAE Federal Law No. 18 of 1993 (Commercial Transactions Law): Governs commercial transactions and business activities that the subsidiary will engage in within the UAE.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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