Power of Attorney for Company Shares in the UAE

A Power of Attorney for Company Shares allows a shareholder to authorise another person to carry out specified share-related actions on their behalf. This can be useful if the shareholder lives outside the UAE, travels frequently or cannot personally attend a meeting or complete a corporate transaction.

The authority does not automatically extend to every matter connected with the company. The POA should state clearly what the representative is allowed to do, particularly where the authority involves voting, signing shareholder resolutions, transferring shares or dealing with a government or company authority.

Because corporate POAs can involve different supporting documents and signing requirements, it is worth checking the applicable notarial requirements for corporate documents in Dubai before the document is finalised.

What Can a Power of Attorney for Company Shares Cover?

The scope depends on the wording of the document and the type of company involved. A shareholder may authorise a representative to carry out one or more defined actions, such as:

• attending specified shareholder or general assembly meetings;
• voting where proxy voting is legally permitted;
• signing shareholder resolutions or related documents;
• submitting documents to the relevant company or authority;
• representing the shareholder in connection with a proposed share transfer;
• signing share-related documents where expressly authorised; or
• dealing with authorities or third parties in relation to the specified shareholding.

The fact that someone holds a POA does not mean that every company, registrar, financial market or authority must accept the document for every share-related action. The POA has to match the particular transaction and the rules applying to the company concerned.

Shareholder Authority Is Different From Company Management

A shareholder may own all or part of a company without being responsible for its daily management. For that reason, a POA dealing with company shares should not automatically be treated as authority to operate the business itself.

Shareholder authority can relate to voting, resolutions, ownership interests and share transactions. Management authority may instead cover matters such as signing operational contracts, dealing with employees, banking or representing the company in its day-to-day affairs.

If the purpose is to delegate operational responsibility rather than shareholder rights, the issues involved in a Power of Attorney for company management should be considered separately.

Can an Agent Attend a Shareholders’ Meeting?

It can be possible, but the rules depend on the company’s legal form and the applicable corporate documents.

For example, the UAE Commercial Companies Law specifically provides that a shareholder of a public joint stock company who is entitled to attend the General Assembly may appoint a proxy, other than a director, under a special written proxy. The law also places limits on a proxy holder representing several shareholders.

A legal entity can also be represented at a General Assembly by a person authorised through the appropriate corporate resolution, with the powers defined by that resolution.

For other company forms, the memorandum or articles of association and the rules of the relevant licensing or registration authority should also be checked before relying on a POA for meeting attendance or voting.

Can a Power of Attorney Be Used to Transfer Company Shares?

A representative may be authorised to act in connection with a share transfer, but the POA alone does not transfer ownership of the shares.

The transfer itself must still comply with the rules applying to the company. Those requirements can differ depending on whether the company is an LLC, private joint stock company, public joint stock company, free zone entity or another legal form.

For example, UAE company law applies different registration procedures to listed and unlisted shares. Company constitutional documents, approvals and the competent registrar can also affect the transaction.

The POA should therefore state the relevant authority clearly if the representative is expected to negotiate, sign, submit or complete share-transfer documents.

The underlying transfer documentation is a separate issue. Where shares are actually being sold or assigned, the terms of the transaction can be addressed in a share transfer agreement rather than relying on the POA itself to define the sale.

General or Special POA for Company Shares?

General Power of Attorney

A General Power of Attorney can grant authority across several areas, including company-related matters where those powers are properly stated.

However, broad wording should not be assumed to cover every shareholder transaction. A receiving authority may require specific authority for an important act such as transferring shares, voting at a particular meeting or receiving money from a transaction.

Special Power of Attorney

A Special Power of Attorney limits the representative’s authority to a defined matter or transaction.

For example, the agent could be authorised only to attend a particular shareholder meeting, sign a specified resolution or complete the transfer of identified shares.

Where the intended task is narrow, a Special POA can make the scope of the representative’s authority clearer to the company and receiving authority.

Who Can Grant a Company Shares Power of Attorney?

The person granting the authority must have the legal capacity and authority to do so.

For commercial Power of Attorney matters, Dubai Courts currently requires both the principal and attorney to be at least 18 years old. Where the shareholder is a legal entity rather than an individual, the person granting the POA must also have the corporate authority to represent that entity.

Dubai Courts requires a valid trade licence where the POA relates to a company or establishment, together with any other contracts or documents relevant to the authority being granted.

What Documents May Be Needed?

The exact documents depend on the transaction, but a company-share POA may involve:

• Emirates ID or passport details for the principal;
• identification details of the appointed representative;
• a valid company trade licence;
• documents showing the shareholder’s interest or capacity;
• the company’s Memorandum or Articles of Association where relevant;
• share certificates or shareholder records where applicable;
• a shareholder or board resolution where required; and
• documents relating to the particular share transaction.

The receiving company, registrar, free zone or other authority may ask for additional records depending on the transaction.

How Is a Company Shares POA Notarised in Dubai?

A Power of Attorney intended for official use must complete the applicable notarial procedure.

Dubai Courts’ current POA ratification service includes verification of the parties’ identity, capacity and knowledge of the document. For POAs relating to companies and establishments, a valid trade licence is among the supporting documents currently listed by Dubai Courts.

The transaction can move through electronic review, virtual attendance or personal attendance depending on the information and documents submitted. The detailed stages are covered separately in our guide to notarising a Power of Attorney in the UAE.

Can the POA Be Completed Online?

Eligible company-related POAs can be processed through Dubai Courts’ electronic notary system.

For online attestation, the concerned parties must currently hold valid Emirates IDs. Where a person only holds a passport and has no Emirates ID, Dubai Courts requires personal appearance before the Notary Public.

The system determines whether the particular transaction requires document review only, virtual attendance or physical attendance.

What If the Shareholder Is Outside the UAE?

A shareholder who is abroad can still appoint a representative, but a POA issued outside the UAE must meet the authentication requirements applicable to foreign documents before it is relied upon in Dubai.

Dubai Courts currently requires foreign-issued documents to be certified through the competent authorities in the issuing country, the UAE Embassy in that country and the UAE Ministry of Foreign Affairs.

Documents that are not in Arabic must also be accompanied by a legal Arabic translation certified by the UAE Ministry of Justice.

These steps relate to using a foreign-issued document in the UAE and should not be confused with the procedure for a POA created directly through a Dubai notary.

What Should the POA Say About the Shares?

The document should be specific enough for the company or authority to understand exactly what the representative is permitted to do.

Depending on the transaction, the POA may need to identify:

• the company concerned;
• the shareholder granting the authority;
• the shares or ownership interest involved;
• whether the representative may attend and vote at meetings;
• whether the representative may sign resolutions;
• whether the representative may negotiate or sign a share transfer;
• whether the representative can submit and receive documents;
• whether the representative can receive money connected with a transaction; and
• any limits or expiry date placed on the authority.

The broader scope of a Power of Attorney should always be considered against the particular corporate act the agent is expected to complete.

Before Granting Authority Over Company Shares

• Identify the precise shareholder action the representative needs to perform.
• Check the company’s legal form and constitutional documents.
• Confirm whether the receiving authority requires specific wording.
• Avoid giving authority over unrelated company or personal matters.
• Check whether corporate approvals are needed in addition to the POA.
• For a share transfer, check the separate transaction and registration requirements.
• If the POA is issued abroad, confirm the authentication and translation process before signing it.

Keeping Shareholder Authority Clear

A Power of Attorney for Company Shares works best when it identifies the particular shareholder rights and transactions the representative is expected to handle.

Broad authority may be convenient, but it can also create uncertainty where the company or authority needs to see express permission for a particular act. Checking the corporate documents, share transaction and notarial requirements before signing the POA can reduce the risk of the document being rejected later.

Frequently Asked Questions