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Resolution for Incorporation

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What is Resolution for Incorporation?

Resolution for incorporation is a document signed by all shareholders approving the following:

  1. Incorporation of the company in ADGM
  2. Appointment of individual authorized to file the application for incorporation to ADGM
  3. Appointment of authorized signatories
  4. Appointment of directors
  5. Appointment of company secretary (note that this is only mandatory for Public Company Limited by Shares).
  6. Adoption of Articles of Association.
Do I need a resolution for incorporation?
Yes. All applications for incorporation must be supported by a resolution for incorporation.
I am registering a branch, do I need a resolution?

Yes. You need a resolution signed by the board of directors of the foreign company applying to establish a branch in ADGM.

How to submit Resolution for Incorporation?
  1. Download the resolution template.

    2. If you are a Private Company Limited by shares and:

    If you are a Private Company Guarantee:

    If your are a branch:

  2. Complete the template by providing the details of the highlighted texts.
  3. Sign the resolution.
  4. Scan and attach a copy to the application for incorporation as evidence of appointment of authorized signatory, director and attach this document in the shareholder section of the form as resolution approving the incorporation.
Where can I find the Resolution for Incorporation’s template?

If you are a Private Company Limited by shares and:

If you are a Private Company Guarantee:

If your are a branch:

Can I amend or make changes to the template?

Yes you can, provided the following points are stated on your format.

  1. Incorporation of the company in ADGM
  2. Appointment of individual authorized to file the application for incorporation to ADGM
  3. Appointment of authorized signatories
  4. Appointment of directors
  5. Appointment of company secretary. (Please note that this is only mandatory for Public Company Limited by Shares)
  6. Adoption of Articles of Association.
Can I use Arabic resolution?
No, the general rule is that all documents required to be delivered to the Registrar must be drawn up and delivered in English. You may submit documents in dual language too, English/Arabic.
Who should sign the resolution?

If you are a Private Company Limited by Shares and:

  • Has one person/individual shareholder, the sole shareholder must sign the resolution.
  • Has more than one person/individual, all shareholders must sign the resolution.
  • Has a shareholder who is a corporate, all directors (or required quorum, whichever is applicable) of the corporate shareholder must sign the resolution.

If you are a Private Company Limited by Guarantee:

  • All founding members must sign the resolution.

If you are a Branch:

  • All directors (or required quorum, whichever is applicable) of the foreign company must sign the resolution.
Does the resolution requires notarization?
Resolutions do not require notarization.
Does the shareholders need to sign the articles in ADGM’s office?
No. ADGM does not require witnessing signing of resolutions.
We would like ADGM to witness the signatures of the shareholders, can the shareholders sign the resolutions in ADGM’s office?
Yes they can. We call this service Witnessing Signature. You can file your request using our online registry solution and select Corporate Services. The fee for this service is USD 100.