POA · Company & business
Company Shares Power of Attorney in the UAE
Put your stake in trusted hands — meetings, resolutions and dividends included.
Updated September 2026 · market data verified methodology
A company shares power of attorney lets a representative look after your stake in a UAE company while you are away: attend and vote at shareholders' meetings, sign written resolutions, receive dividends and distributions, obtain register extracts and — where the mandate explicitly says so — deal with transfers of the shares. It is the holding-side counterpart to a management mandate: instead of running the company, the attorney represents you as an owner.
The document is read by two audiences: the company itself, which checks the mandate before it admits a proxy to a meeting or pays a distribution, and the authority that keeps the share register — the mainland notary and DED or the company's free zone authority. Both read it literally, so the text should identify the company and the stake and spell out each owner-level action the representative may take.
Where it is used
Shareholders' meetings and the register keeper of the company — mainland notary and DED, or its free zone authority
Typical situation
A shareholder abroad cannot attend meetings, sign resolutions or follow up dividend payments
Language
Registered in Arabic; you approve a bilingual draft beforehand
Term
Fixed term, tied to a holding period, or until revoked
Who uses this POA
- Shareholders living outside the UAE who cannot attend general assemblies in person
- Investors holding stakes in several companies and delegating owner-level tasks to one representative
- Family shareholders who want a professional to handle meetings and distributions
- Corporate groups channelling decisions on a subsidiary through a local officer
- Holders of minority stakes who cannot travel for every written resolution
What the attorney can do
- Attend general assemblies and vote on the agenda within the instructions written into the mandate
- Sign written resolutions and consents in the shareholder's name
- Receive dividends and other distributions, where this power is granted and tied to a named account
- Obtain register extracts, share certificates and confirmations of the shareholding
- Sign amendments to the memorandum and articles where the stake is affected
- Negotiate and sign a share transfer, only where the mandate includes disposal explicitly
Limits and practical notes
Check these before drafting — they decide whether an authority accepts your document.
- The mandate must identify the stake — company, register and the shares held — or the company and the register will question what the attorney may act on
- Receiving money is a separate power: dividends flow to the attorney only if the document says so and names the account
- Disposal of the shares should be granted expressly and narrowly; a holding mandate without it does not let the attorney sell
- A transfer can still require its own file — pre-emption waivers, corporate approvals — so a sale is often better served by a dedicated sale mandate
- The company's articles may restrict who may represent a shareholder at meetings — check them before the assembly, not after
- Practice differs between mainland and free zone registers, so confirm the current requirements with the register keeper
Documents to prepare
The principal (individual)
- Passport copy of the principal
- Emirates ID and visa page, if the principal is a UAE resident
- Passport details of the appointed attorney
- Particulars of the stake — company name, register and the number of shares with their nominal value
The principal (company)
- Current trade licence of the corporate shareholder
- Board or shareholder resolution authorising the mandate and its signatory
- Passport of the person signing the POA for the company, with evidence of their authority
- The same share particulars as for an individual — company, register and nominal value
Proxies at general assemblies
A general assembly is where a shares mandate proves itself. The company circulates the agenda, and the representative attends, speaks and votes in the shareholder's name. Well-drafted mandates describe how the attorney votes — freely within the agenda, or following the principal's written instructions on named items — because companies check this before seating a proxy.
Many UAE companies also work with written resolutions passed without a meeting. If your stake votes this way, say so at drafting: signing written resolutions is a separate power from attending assemblies, and a mandate silent on it leaves the shareholder signing each round personally or missing the vote.
- State whether the attorney votes freely or follows instructions on named agenda items
- Signing written resolutions between assemblies is a separate, explicitly granted power
- Receiving minutes and resolutions after the meeting belongs in the scope as well
Frequently asked questions
Can my representative vote at a shareholders' meeting for me?
Yes — attending and voting at general assemblies is the core of a shares mandate. The company verifies the document before admitting the representative, and many companies prefer the mandate to show whether the attorney votes freely or on instructions. Put that mechanics in the text at drafting.
Can the attorney receive my dividends?
Only if the mandate grants it and names the account. Most shareholders keep the power but tie it down: distributions to a specific account, other money out of scope. That keeps the document acceptable to the company's bank checks and easy to audit later.
How is this different from a share sale power of attorney?
A sale mandate is built around one transaction — negotiating, signing and registering the transfer of the stake. A shares mandate is built around ownership over time: meetings, resolutions, dividends, register matters. Disposal can be added to it, but if a sale is actually planned, a dedicated sale mandate with the deal details is the cleaner instrument.
Can one mandate cover stakes in several companies?
It can, if each company and stake is identified. The catch is practical: each company and register verifies the document against its own records, and a single company may have its own proxy requirements. Investors with several holdings often prefer one mandate per company for that reason.
Do the company's articles matter?
Yes. The articles can restrict proxy representation, set notice rules or grant pre-emption rights that shape any future transfer. Read them before the mandate is drafted so the powers you grant are the powers the company will actually honour.
Continue in the POA section
Need this POA arranged?
Describe the task — you get a recommendation on wording, the document checklist and an itemized estimate.