Usually you start business on your own, which means you are the owner, you are the director of the company, you are also a manager and sometimes even a secretary in your company. Once your company starts growing, you may want to appoint experienced company’s officers, who will help you to run the business. This will require from you some general understanding, as to how change of company officers works.
First of all, it is necessary to understand, who the company officers are. Registration authorities consider Director, Manager, Secretary and Legal Representative as company officers. They are appointed at the time, when company goes through the registration process, and these company officers can be changed, as time goes by. Additionally, not all of the said officers are always appointed as company gets formed. Secretary and Legal Representative are optional positions, which are often left unfilled. Therefore, when one applies for company officers change, it most of the time means that someone wishes to change director or manager or to appoint additional ones. If you forgot the roles of directors and managers in a company, feel free to revisit the chapter on corporate structure in the first modules.
Also, as we discussed it previously, depending on the emirate and on the registration authority, if to be more specific, the minimum and maximum number of directors and managers for a company may vary. Some free zones require that you appoint minimum two (2) directors but not more than one (1) manager, whereas mainland (local) companies can have more than one (1) manager. As such, before you appoint additional managers or remove existing director, you must first clarify with your registration authority, whether such change would be allowed in general.
When might be the change of officers required? First of all, as we mentioned already, you might want to appoint a manager to operate a company on your behalf. This happens when you no longer need to carry out all functions in a company, you expand and you can no longer handle all management yourself. You may also want to appoint experts in your industry to advise the management of the company on best strategy for company development. This is when you appoint directors, who establish a board of directors, advising company’s management. Also change of company officers takes place, when you acquire a company from other business owner, who previously held all positions in a company. Now that you become the new owner of the company, you would also need to change directors and a manager. These would be the main instances, when you would need to proceed with company officers change.
How can one establish the current company’s officers and find, where they are listed? While you can effortlessly identify the manager of the company, as their full names are always mentioned on the company’s license, names of directors are not mentioned in the standard corporate documents, which are issued upon company registration completion. To find out how many directors company has and if there was a secretary appointed, as well as to understand, who these people are, you would need to request from registration authority a Certificate of Incumbency and pay relevant fees, associated with its issuance.
Now let’s have a closer look at the administrative side of company officers change procedure and discuss what steps you would need to take.
Any procedure with the registration authority starts with application. This means raising a request by submitting a duly filled and executed form. Relevant application forms are most of the time publicly available on the web-sites of respective registration authorities. In addition, most of the time application forms are accompanied by guides, listing exact requirements and time frame for Company Officers Change.
To complete the request, along with application you will need to prepare and submit all required documents. This would be a resolution, calling for the change of relevant company officers, then specimen signature forms for newly appointed officers and KYC documents of the new company officers, which would be passport copies, KYC forms, proof of address and NOC from sponsor, if a newly appointed officer holds a resident visa from a different company. In case your company is a branch or a subsidiary, there may be also additional documents required. Do not forget, that depending on the registration authority, requirements may slightly vary. Finally, your application and documents must be submitted along with the payment for company officers change. The charge varies from one registration authority to another and can be as little as AED 1,700 and as much as a little over AED 5,000.
In cases, when you need to change a Director, the shareholders of the company have to execute the procedure. Should you need to Change Manager, only company’s directors would need to execute the change. This means that if you are both the shareholder and the director of the company, you will need to attend a meeting at the office of registration authority personally. Should you be not able to do so, you will need to appoint someone to do this on your behalf. A prepared and notarized special power of attorney, tailored to this specific case, would be needed. We also advise to check the draft of the power of attorney with registration authority before you notarize it, to ensure that it would be accepted later.
If you are wondering how long company officers change procedure takes, it can be anywhere between 4 to 20 days.
Upon successful completion of this transaction, registration authority will update the relevant registry and provide you with the document proving the change. In case of the Manager, this would be an updated company’s license. Should you change directors, secretary or legal representative only, you would receive a Registry Extract or a similar document.
We hope this video shed some light on corporate changes you might need for your business in the future and you would be not confused, when next time someone mentions words “company officers” and “company officers change”.
If you want to know more about Dubai freezone company formation, feel free to get in touch with our professional consultant team and we would be delighted to assist you and help you to compare Dubai freezone company setup costs and help you to find that free zone, which would suit your business needs the most.
Disclaimer: Business Boutique UAE-Consultants.com is not affiliated with any particular government or legal entity. Business Boutique does not give professional legal advice nor any other professional advice subject to a public office in the government. This article merely sets out a simple and basic idea as to the reasons of Dubai freezone company setup and Dubai free zone company formation cost. Business Boutique in no way holds nor imposes any official governmental or legal authority and the article herein is only to be taken as a guide. All further governmental or legal issues should be addressed to the corresponding authorities.
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