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Powers of attorney for company matters

Almost every company transaction has a step requiring someone's physical presence. A properly drafted power of attorney removes it — and one drafted too narrowly is the reason a shareholder ends up on a flight.

Notarised alwaysAttested if foreignSpecific powers

What it covers

What this licence actually permits.

A power of attorney authorises someone to act on your behalf. In the UAE it must be notarised, and where it is executed abroad it must be attested in the issuing country and then by the UAE Ministry of Foreign Affairs, with a legal translation into Arabic where required. Company matters requiring one arise constantly: signing an MOA or an amendment, transferring shares, opening a bank account, representing the company before a court, selling property, and dealing with government departments.

UAE powers of attorney are read strictly. A general authority to 'manage the company's affairs' will frequently be rejected for a specific transaction that is not expressly listed, because notaries, banks and registries look for the particular power rather than inferring it from a general one. This is why shareholders who thought they had delegated everything end up flying in for a single signature. The answer is to enumerate the specific powers when drafting — sign the MOA and its amendments, transfer and accept transfer of shares, open and operate bank accounts, appoint and remove managers, represent before specified authorities — and to check validity periods, since many are time-limited.

At a glance

Form
Notarised; attested and translated where executed abroad
Reading
Strict — specific powers rather than general authority
Common uses
MOA execution, share transfers, banking, litigation, property
Banks
Often require their own mandate regardless of a general POA
Validity
Frequently time-limited; check the period
Revocation
Formal, and must be notified to those relying on it

What it costs

Specific enumerated powersAcceptedSign the MOA and its amendments, transfer shares, open accounts, appoint managers.
General authority to 'manage affairs'Often refusedUAE practice reads powers strictly, so a broad instrument covers less than a specific one.
Executed abroadAttestation neededIn the issuing country, then MOFAIC, with an Arabic translation where required.
UAE practice reads powers of attorney strictly, so a broad instrument covers less than a specific one.

The procedure

What the amendment involves.

  1. List every transaction you want coveredSpecifically. A general authority is routinely refused for a transaction it does not name.
  2. Draft with the receiving party in mindThe notary, the bank or the registry that will read it decides whether it works.
  3. Execute and attest correctlyNotarised locally, or attested abroad and by MOFAIC with an Arabic translation.
  4. Check the validity periodMany are time-limited, and an expired POA is discovered at the counter.
  5. Revoke formally when it endsAnd notify anyone who has been relying on it. An unrevoked POA in the hands of a departed partner is a live risk.
The mistake people make. Drafting it broadly to cover everything. UAE practice reads powers of attorney strictly, so a broad instrument covers less than a specific one — the opposite of what the drafter intended and the reason for a great many unnecessary flights.

Related

Questions

For many steps, yes — MOA execution and notarisation in particular. It must be attested where executed abroad.

Often not. UAE practice reads powers strictly, and specific transactions should be expressly named.

Banks generally require their own mandate and frequently require a signatory to attend in person regardless of a power of attorney.

Formally, through the notary, and by notifying anyone who has been relying on it.

One question

What are you actually trying to change?