Board requirements · Mainland
UAE mainland and free-zone board essentials (Commercial Companies Law)
What DED / Mainland expects of a company's board: how often it meets, who sits on it, what it must discuss, which committees and positions it needs. Rules last checked 1 July 2026, against the UAE Commercial Companies Law (CCL 32/2021).
1
Board meetings a year (minimum)
—
No fixed independent-director minimum
4
Mandatory agenda topics
No
Compliance officer required
Quorum and board composition
Quorum. Majority of directors; CCL Art. 155
Mandatory agenda topics (4)
Topics the board must cover, and how often. A topic covered earlier in its period does not need repeating until the next period.
| Topic | How often | Reference |
|---|---|---|
| Annual Financial Statements Approval | Once a year | UAE CCL Art. 247 |
| Auditor Appointment / Ratification | Once a year | UAE CCL Art. 243 |
| Related Party Transactions | Every meeting | UAE CCL Art. 218 |
| AML/CFT Status Report | Once a year | UAE AML Law Art.4 |
Recommended topics (3)
Good practice under this rule set rather than a strict requirement.
| Topic | How often | Reference |
|---|---|---|
| Dividend Declaration | Once a year | UAE CCL Art. 255 |
| Director Remuneration Approval | Once a year | UAE CCL Art. 169 |
| Capital Expenditure Approval | Every meeting | UAE CCL Art. 155 |
Board and key positions
Positions the rule set names. Mandatory positions must be filled, and for regulated firms usually approved by the regulator, before the role is taken up.
| Position | Required? | Reference |
|---|---|---|
| Board of Directors | Required | UAE CCL Art. 150 |
| Chairman | Optional | UAE CCL Art. 154 |
| Director | Optional | UAE CCL Art. 150 |
| General Manager | Optional | UAE CCL Art. 193 |
Check your own board against these rules
Govern applies this rule set to your meetings: which topics are still open this year, and whether your minutes cover them. Bring a transcript or notes and it writes the minutes, with every gap marked.
Try GovernA summary for orientation, not legal advice. References link to the rule or to Arakan Lexara, where the full text can be searched. Source: UAE Commercial Companies Law. Other regulators: DFSA · ADGM · VARA · CBUAE