Navigating AGMs in the UAE: Rules and Compliance Explained

The Annual General Meeting (AGM) remains a cornerstone of corporate governance in the United Arab Emirates (UAE). It allows partners and shareholders to review the company’s performance, approve key financial matters, and make strategic decisions. The following guide explains how AGMs function for Limited Liability Companies (LLCs) and Free Zone Limited Liability Companies (FZ-LLCs), ensuring full compliance with the current legal framework.

AGM Requirements for LLCs and FZ-LLCs

Under Federal Decree-Law No. 32 of 2021, every LLC must hold a general assembly at least once per year within four months of the financial year’s end, unless otherwise stated in the company’s memorandum or articles of association. This meeting allows shareholders to review management reports, financial results, and profit allocations. Similarly, FZ-LLCs must hold a general meeting at least once every calendar year, also guided by their specific free zone regulations. Some jurisdictions, such as DIFC or ADGM, may apply separate frameworks, and for private companies in the DIFC, holding an AGM is optional unless required by the Articles of Association. This flexibility reflects the UAE’s business-friendly approach to corporate governance.

How AGMs Are Conducted

Article 93(3) of the Companies Law allows AGMs to take place physically or virtually, provided shareholders can participate and vote in real time. The manager or board of managers generally convenes the meeting, while partners holding at least ten percent of the capital can request one. The company must issue a notice at least twenty-one days in advance, including the agenda, time, location, and voting procedures. When held virtually, companies must ensure reliable systems that enable shareholder interaction and record keeping.

Quorum and Voting Rules

A valid AGM for an LLC requires shareholders representing at least 75 percent of the company’s share capital to be present. If this quorum is not reached, a second meeting may proceed with a 50 percent quorum, and if necessary, a third meeting may take place regardless of attendance. Each partner has the right to vote in proportion to their ownership and may appoint a proxy to vote on their behalf, provided the proxy does not represent more than five percent of the company’s capital. These thresholds ensure balanced representation while maintaining efficiency in decision-making.

AGM Powers and Financial Statements

The AGM has the authority to approve the financial statements, manager or board reports, and profit distribution proposals. It can also ratify appointments, determine auditor fees, and decide on dividend payments. The board of managers is responsible for preparing the financial statements in accordance with International Accounting Standards (IAS) and submitting them to the AGM for approval. For FZ-LLCs, financial audits are often mandatory for licence renewals, so maintaining timely, accurate records is critical.

Documentation and Filing

While LLCs and FZ-LLCs are not required to file financial statements with the Department of Economic Development (DED), they must retain approved accounts and AGM minutes at their registered office. Certain free zones, such as DMCC or JAFZA, require submission of audited accounts through their online portals as part of annual licence renewal. Companies that fail to meet these conditions may face administrative delays or suspension of their trade licences. Proper record-keeping also protects management from potential liability during future audits.

The Value of Conducting a Compliant AGM

A well-organised AGM builds trust among partners, provides oversight of financial management, and demonstrates alignment with the UAE’s robust governance standards. By respecting legal deadlines and maintaining transparent records, companies can safeguard their reputation and strengthen investor confidence.

What’s Next for Klea

Conducting an Annual General Meeting in China requires precise planning, strict timing, and complete documentation. For more insights into AGM procedures in other jurisdictions, explore our article Annual General Meetings in China: Compliance and Best Practices.

Klea transforms entity management by offering centralised governance, automated compliance, and secure collaboration tools. For this reason, businesses seeking efficient, cross-border AGM management can take the following actions:

• Request a Demo – See Klea’s AGM management and compliance tools in action.
• Start a Trial – Experience how automation simplifies your governance tasks.
• Talk to Our Experts – Receive tailored guidance for UAE and cross-border AGMs.

Company secretarial software solutions are essential for organisations that require consistent compliance, structured governance, and accurate legal oversight. With Klea, companies can maintain transparency, efficiency, and trust in every jurisdiction.

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The information provided on Klea’s website is made available “as is” for informational purposes only. Klea does not provide legal, tax, or financial advice and is not responsible for any actions taken or not taken based on the content found on this website. In no event shall Klea be liable for any loss or damages arising from reliance on the information contained herein.

For specific legal or compliance support tailored to your business needs, please contact Klea directly. Our team provides personalised guidance and expert solutions. Any reliance on general content without direct consultation does not establish any legal responsibility or liability on Klea’s part.