Corporate Governance Services in the UAE
Board structuring, governance policy design, and UBO compliance for UAE companies — aligned with the Commercial Companies Law, the SCA Governance Guide, and the rules of DIFC and ADGM.
“Most companies do not call me about governance until an investor, a bank, or a dispute forces the question. By then it is remediation under pressure — which is always more expensive than getting the structure right early.”
— Jashvantkumar Prajapati, Founder & CEO, Avyanco Group
Governance is what turns a founder-run business into one that can raise capital, survive succession, and withstand scrutiny.
In the UAE, corporate governance is no longer a matter of best-practice aspiration. The Commercial Companies Law sets enforceable duties on directors. The beneficial-ownership rules carry administrative penalties of up to AED 100,000 per violation. Investors, acquirers, and banks now conduct governance due diligence as a matter of routine — and they find the gaps.
At Avyanco Group in Dubai, we have built and repaired governance frameworks for family businesses, private groups, listed companies, and entities across mainland UAE, DIFC, and ADGM since 2005. We do the structuring before the paperwork — because a board, a policy, or a register built correctly the first time is worth far more than one assembled in a hurry to satisfy a counterparty.
What is corporate governance in the UAE?
Corporate governance is the framework of structures and controls through which a company is directed and held accountable — who sits on the board, how decisions are authorised, how conflicts are managed, what rights shareholders hold, and who the company’s ultimate beneficial owners are. It is the difference between a company that is run on the personal authority of its founder and one that can demonstrate, on paper, how and by whom every material decision is made.
For mainland companies, the baseline is set by Federal Decree-Law No. 32 of 2021 — the Commercial Companies Law — as amended by Federal Decree-Law No. 20 of 2025. Listed public joint-stock companies follow the additional Securities and Commodities Authority Governance Guide. Companies in the DIFC and ADGM operate under their own common-law company laws and their own registrars — separate regimes that a mainland framework does not automatically satisfy.
Running through all of it is beneficial-ownership transparency. Cabinet Decision No. 109 of 2023 requires most UAE companies to identify, register, and keep current the natural persons who ultimately own or control them — an obligation that is now a standard checkpoint for banks, auditors, and regulators alike.
Not sure if your governance would survive due diligence?
A short governance diagnostic tells you where the gaps are — board records, policies, UBO registers — before an investor, bank, or regulator finds them for you.
WhatsApp Jashvant directlyWhat you get from a properly built governance framework
- Board and committee structures that satisfy the Commercial Companies Law and the SCA Governance Guide
- UBO registers prepared and filed correctly under Cabinet Decision No. 109 of 2023 — avoiding penalties of up to AED 100,000 per violation
- Director duties and personal liabilities under Articles 22 and 162 documented, briefed, and understood
- Governance documentation that withstands investor, acquirer, and bank due diligence
- Conflict-of-interest and related-party controls aligned with the 2025 amendments to the Commercial Companies Law
- A single group framework correctly mapped across mainland, DIFC, and ADGM jurisdictions
Who needs corporate governance advisory in the UAE?
Public joint-stock companies
A listed or listing PJSC must comply with the SCA Governance Guide — board independence ratios, mandatory committees, and disclosure obligations that go well beyond the Commercial Companies Law baseline.
Family businesses professionalising
A founder preparing for succession or external management needs to separate ownership from control — a board, reserved matters, and a governance charter that survive the transition to the next generation.
LLCs with multiple shareholders
Where two or more shareholders hold a private company, a shareholder agreement and clear decision rights prevent ordinary disagreements over strategy, dividends, or hiring from escalating into deadlock.
Holding companies & group structures
A holding company over several operating entities needs a governance framework that defines authority at each level, manages intra-group transactions, and keeps UBO data consistent across the structure.
Companies preparing for investment or exit
Investors and acquirers conduct governance due diligence. Gaps in board records, policies, or UBO registers reduce valuation, delay completion, or become warranty claims after the deal closes.
DIFC & ADGM entities
Companies in the financial free zones operate under common-law regimes with their own director duties and registrars — a governance framework built for mainland rules does not transfer to DIFC or ADGM without adaptation.
Regulated entities
Banks, insurers, and other CBUAE or sector-regulated entities face governance requirements imposed by their regulator on top of company law — board fitness, risk committees, and documented controls.
Corporate Governance Services
From board design to UBO registration — governance built for your structure, your jurisdiction, and the way your company actually runs.
Board & Committee Structuring
We design board composition, committee mandates, and director appointment frameworks that satisfy the Commercial Companies Law and, where relevant, the SCA Governance Guide — including the balance of independent and non-executive directors and the mandatory Audit and Nomination & Remuneration committees.
Governance Policy & Charter Design
We draft the documents that make governance operational — board charters, delegation of authority matrices, conflict-of-interest policies and registers, related-party transaction procedures, and whistleblower policies — tailored to the entity rather than copied from a template.
UBO Registration & Compliance
We identify each ultimate beneficial owner, build the Real Beneficiary and Partners/Shareholders registers, and file them with the correct registrar under Cabinet Decision No. 109 of 2023 — then maintain them within the statutory update windows so the registers never fall out of date.
Shareholder Agreements
We structure shareholder agreements covering voting rights, reserved matters, board appointment, dividend policy, transfer restrictions, exit mechanisms, and deadlock resolution — the provisions that prevent ordinary commercial disagreements from becoming litigation.
Governance Health Assessment
We conduct an independent review of an existing governance framework — board effectiveness, policy coverage, register accuracy, and director awareness — and produce a prioritised gap report against the relevant UAE requirements and investor expectations.
Regulatory Alignment — Mainland, DIFC & ADGM
For groups operating across jurisdictions, we map each entity to its governing regime — onshore CCL, DIFC Law No. 5 of 2018, or the ADGM Companies Regulations 2020 — so that a single group governance framework respects three different sets of rules.
How a listed-company board is structured
The composition the SCA Governance Guide requires of a public joint-stock company — and the model we right-size for private companies.
Board of Directors
3 to 11 members · majority non-executive · at least one-third independent
Audit Committee
- At least 3 non-executive members
- At least 2 independent directors
- Chaired by an independent director
- At least one member with financial expertise
Nomination & Remuneration Committee
- At least 3 non-executive members
- At least 2 independent directors
- Chaired by an independent director
- Oversees board appointments and pay
Composition requirements per the SCA Joint-Stock Companies Governance Guide (Chairman Decision No. 3/R.M of 2020, as amended). Private companies are structured proportionately.
You need a governance framework built for your company — not a template that collapses the moment an investor or regulator tests it.
I have structured boards, policies, and UBO registers for UAE companies across mainland, DIFC, and ADGM since 2005. Speak to me directly before the paperwork starts.
Level 36, Burj Al Salam Tower, Trade Center First, Sheikh Zayed Road, Dubai, UAE
Our governance implementation process
A structured six-step process from diagnostic to ongoing board monitoring — including UBO registration.
Governance Diagnostic & Gap Assessment
We start by understanding the company as it actually is — ownership structure, who really makes decisions, what the board does in practice, and what registers and policies exist on paper. We then measure that against the Commercial Companies Law, the SCA Governance Guide where the company is listed, and the UBO requirements, and produce a prioritised list of gaps. In practice, the gap between a company’s stated governance and its real governance is where most of the risk sits.
Board & Committee Design
We design the board and committee structure the company actually needs — the right number of directors, the balance of executive, non-executive, and independent members, and the mandatory Audit and Nomination & Remuneration committees where the SCA Guide applies. For private companies we right-size this rather than impose a listed-company structure that the business cannot sustain.
Governance Policy Drafting
We draft the documents that turn structure into operation: the board charter, the delegation of authority matrix, the conflict-of-interest policy and register, the related-party transaction procedure, and the whistleblower policy. Each is written for the specific entity and jurisdiction — a policy copied from another company is the one most likely to fail when it is tested.
UBO Register Preparation & Filing
We identify every natural person who ultimately owns or controls 25% or more of the company, prepare the Real Beneficiary register and the Partners/Shareholders register, and file the data with the correct registrar under Cabinet Decision No. 109 of 2023. Where ownership runs through layered or offshore structures, we trace control to the individuals the law actually requires you to disclose.
Implementation & Director Onboarding
A governance framework only exists once it is adopted. We prepare the board and shareholder resolutions that bring the structure and policies into force, and we brief each director on their statutory duties and personal liabilities under Articles 22 and 162 of the Commercial Companies Law — because a director who does not understand the duty cannot discharge it.
Monitoring & Annual Review
Governance is a standing obligation, not a project. We maintain the UBO registers within their statutory update windows, keep board minutes and the conflicts register current, and run an annual governance review that checks the framework still matches the company as it has grown and any changes in the law.
Indicative timings for a typical private-company engagement. Listed companies and multi-entity groups across mainland, DIFC, and ADGM may require longer. Individual matters vary depending on structure and complexity.
UBO compliance — the obligation that catches companies out
Under Cabinet Decision No. 109 of 2023, a UAE company must identify the natural persons who ultimately own or control it — generally anyone holding 25% or more of the shares or voting rights — and record them in a Real Beneficiary register alongside a Partners/Shareholders register, filed with the registrar.
The part most companies miss is that it is a living obligation. A change in beneficial ownership must be notified within 15 days. The penalty schedule under Cabinet Decision No. 132 of 2023 does not distinguish between a company that never filed and one that simply failed to update — both are treated as non-compliant.
Written warning
A formal warning with a 15 to 30-day window to correct the breach, depending on the violation.
Fixed fine
A fixed administrative fine — up to AED 50,000 depending on the specific UBO obligation breached.
Doubled fine + licence risk
The fine is doubled — up to AED 100,000 per violation — and the registrar may suspend the trade licence.
Penalty amounts are as published by the Ministry of Economy under Cabinet Decision No. 132 of 2023 and are subject to revision. Figures are indicative — specific sanctions depend on the violation.
Governance differs across mainland, DIFC, and ADGM
A group with entities in more than one jurisdiction needs a framework that respects each — not a single template.
| Dimension | Mainland (Onshore) | DIFC | ADGM |
|---|---|---|---|
| Governing company law | Federal Decree-Law No. 32 of 2021 (as amended 2025) | DIFC Law No. 5 of 2018 | ADGM Companies Regulations 2020 |
| Legal tradition | UAE civil law | Common law (DIFC) | English common law (applied directly) |
| Registrar | Licensing authority / Dept of Economy | DIFC Registrar of Companies | ADGM Registration Authority |
| Directors’ duties | Codified — Articles 22 & 162 | Codified — Chapter 9 | Codified — sections 160–168 |
| Beneficial ownership regime | Cabinet Decision No. 109 of 2023 | DIFC UBO rules | ADGM Beneficial Ownership Regulations |
Indicative summary for general guidance. Each regime has detailed requirements — confirm the rules applicable to your specific entity before relying on this comparison.
The UAE legal framework for corporate governance
What I tell every board is that the law has moved faster than most governance files. Two of the instruments companies most often cite — the old UBO decisions — were replaced in 2023, and the Commercial Companies Law was amended again in 2025. A framework that references superseded law is the first thing a careful regulator or acquirer notices.
The principal onshore company statute. It sets directors’ duty of care (Article 22), board composition for public joint-stock companies of 3 to 11 members (Article 143), conflict-of-interest rules (Article 150), and director liability to the company, shareholders, and third parties (Article 162). The 2025 amendments expanded duties around related-party disclosure and governance record-keeping.
The Securities and Commodities Authority governance code for listed public joint-stock companies. It requires at least one-third of the board to be independent and the majority to be non-executive, and mandates an Audit Committee and a Nomination & Remuneration Committee, each chaired by an independent director. Amended by Chairman Resolution No. 24 of 2025.
The current UBO regime, replacing Cabinet Decision No. 58 of 2020. It requires mainland and commercial free zone companies to identify beneficial owners holding 25% or more, maintain a Real Beneficiary register and a Partners/Shareholders register, and file the data with the registrar — with changes notified within 15 days.
The penalty schedule for UBO breaches, replacing Cabinet Decision No. 53 of 2021. Sanctions are graduated — written warning, then fine, then doubled fine up to AED 100,000 per violation — with possible trade licence suspension for repeated or serious non-compliance.
The company law of the Dubai International Financial Centre, modelled on the UK Companies Act 2006 and administered by the DIFC Registrar of Companies. It codifies directors’ duties — including the duty to promote the success of the company and to exercise reasonable care, skill, and diligence — separately from the onshore regime.
The company regime of Abu Dhabi Global Market, which applies English common law directly through its own Registrar. General directors’ duties are codified in sections 160 to 168, mirroring the UK Companies Act 2006 — to act within powers, promote the success of the company, exercise independent judgment, and avoid conflicts.
Five governance mistakes we see in UAE companies
Treating the UBO register as a one-time filing
The most common error we see is a company that filed its UBO data once and never touched it again. Under the rules, a change in beneficial ownership must be notified to the registrar within 15 days. A register that is accurate at incorporation but never updated after a share transfer is a non-compliant register — and the penalty schedule does not distinguish between never filing and failing to update.
Citing repealed laws in board and compliance records
We regularly open governance files that still reference Cabinet Decision No. 58 of 2020 for UBO and Cabinet Decision No. 53 of 2021 for penalties. Both have been replaced — by Cabinet Decision No. 109 of 2023 and Cabinet Decision No. 132 of 2023 respectively. Governance documents that cite superseded law signal to any regulator or acquirer that the framework has not been maintained.
Combining chairman and CEO without meeting the conditions
Since SCA Chairman Resolution No. 24 of 2025, a listed company may combine the chairman and chief executive roles — but only where the articles permit it, shareholders approve, the board is substantially independent, and a governance committee oversees the arrangement. Combining the roles without satisfying every condition is a governance breach, not a permitted simplification.
Operating without a conflict-of-interest register
The 2025 amendments to the Commercial Companies Law reinforced expectations around disclosing related-party transactions and documenting conflicts. A board that manages conflicts informally — a verbal declaration, no register, no recusal record — cannot demonstrate that a transaction was properly authorised when it is later challenged by a shareholder or regulator.
Applying one governance template across every jurisdiction
A group with a mainland LLC, a DIFC entity, and an ADGM entity cannot run them on a single set of governance documents. Director duties, registrars, and beneficial-ownership rules differ across the three regimes. A framework that ignores this either over-governs the simple entities or, more dangerously, under-governs the regulated ones.
Signs your company needs a governance review
Governance work is cheapest and most effective before it is forced. If any of the following describe your company, the right time to act is now — not when a counterparty makes it urgent.
- A registrar, bank, or auditor has asked for your UBO register or beneficial-ownership declaration and it is incomplete or out of date
- An investor or acquirer has issued a due-diligence request and your board minutes, resolutions, or governance policies do not exist in a defensible form
- Shareholders disagree on strategy, dividends, or appointments and there is no shareholder agreement or reserved-matters list to resolve it
- A founder is planning succession, retirement, or the introduction of external management without a board or governance structure in place
- The company has grown into a group of entities but decision-making authority has never been formally delegated or documented
- A director has realised they may carry personal liability under the Commercial Companies Law and wants to understand and limit that exposure
- The company operates across mainland and a free zone, and no one has confirmed which governance and UBO rules apply to which entity
- Beneficial ownership has changed — a share transfer, new investor, or restructuring — and the register has not been updated within the statutory window
Corporate governance in the UAE — FAQ
What is corporate governance in the UAE?
Corporate governance in the UAE is the framework of rules, structures, and controls through which a company is directed and held accountable — board composition, decision-making authority, conflict-of-interest management, shareholder rights, and beneficial-ownership transparency. For mainland companies the baseline is Federal Decree-Law No. 32 of 2021 (the Commercial Companies Law), as amended by Federal Decree-Law No. 20 of 2025. Listed companies follow the additional SCA Governance Guide, while DIFC and ADGM companies operate under their own common-law regimes.
Which law governs corporate governance in the UAE?
The principal onshore statute is Federal Decree-Law No. 32 of 2021 on Commercial Companies, as amended by Federal Decree-Law No. 20 of 2025 — it sets directors’ duties, board composition, and conflict-of-interest rules. Listed companies additionally follow the SCA Joint-Stock Companies Governance Guide (Chairman Decision No. 3/R.M of 2020, amended in 2025). The financial free zones apply separate regimes: DIFC under DIFC Law No. 5 of 2018 and ADGM under the ADGM Companies Regulations 2020.
What is a UBO and who must register one in the UAE?
An Ultimate Beneficial Owner is the natural person who ultimately owns or controls a company — generally someone holding 25% or more of the shares or voting rights, directly or indirectly, or who can appoint or remove the majority of directors. Under Cabinet Decision No. 109 of 2023, mainland and commercial free zone companies must maintain a Real Beneficiary register and a Partners/Shareholders register and file the data with their registrar. Companies wholly owned by the government, and entities inside DIFC and ADGM, follow separate arrangements.
What are the penalties for failing to maintain a UBO register?
Administrative penalties are set by Cabinet Decision No. 132 of 2023 and are graduated: a written warning on the first occurrence, a fixed fine on the second, and a doubled fine on the third — up to AED 100,000 per violation. For repeated or serious breaches the registrar may also suspend the trade licence. Because the schedule escalates by offence and by occurrence, the real exposure of an ignored register is higher than any single headline figure.
How many directors must a UAE company have?
A public joint-stock company must have a board of not fewer than 3 and not more than 11 directors under Article 143 of the Commercial Companies Law, with a chairman and vice-chairman elected by the board. A limited liability company is run by one or more managers as set out in its memorandum of association. DIFC and ADGM companies follow their own minimums. In practice the legal minimum matters less than whether the board has the independence and committee structure to make defensible decisions.
Can the chairman also be the CEO of a UAE listed company?
Historically the SCA Governance Guide required strict separation. Following SCA Chairman Resolution No. 24 of 2025 the two roles may now be combined, but only on conditions — the articles must permit it, shareholders must approve, the board must be substantially independent, the permanent committees must be composed of independent directors, and a governance committee must oversee the combined role. For most companies, separation remains the simpler and safer default.
Do DIFC and ADGM companies follow the same governance rules as mainland companies?
No. The DIFC and ADGM are common-law jurisdictions with their own company laws, registrars, and beneficial-ownership rules — they are carved out of the onshore Commercial Companies Law and Cabinet Decision No. 109 of 2023. DIFC companies follow DIFC Law No. 5 of 2018 and ADGM companies follow the ADGM Companies Regulations 2020, both modelled on the UK Companies Act 2006. A group spanning more than one jurisdiction needs a framework that respects each regime rather than one template applied everywhere.
How long does it take to implement a corporate governance framework?
For a private company, a working framework — board and committee design, core policies, and UBO registration — is usually in place within four to six weeks of the diagnostic. A listed company aligning fully with the SCA Governance Guide, or a multi-entity group across mainland, DIFC, and ADGM, takes longer because each board must adopt the framework by resolution and each register filed with the correct registrar. The week-one diagnostic generally sets the realistic timeline.
Whether you are building a board for the first time or fixing a framework that no longer fits — the work is far easier before someone forces it.
I am Jashvantkumar Prajapati. I have advised UAE companies on governance, board structure, and beneficial-ownership compliance since 2005.
Level 36, Burj Al Salam Tower, Trade Center First, Sheikh Zayed Road, Dubai, UAE
Disclaimer: This page concerns corporate governance advisory services provided by Avyanco Group and is governed by applicable UAE law, including Federal Decree-Law No. 32 of 2021 (the Commercial Companies Law, as amended by Federal Decree-Law No. 20 of 2025), the SCA Joint-Stock Companies Governance Guide, Cabinet Decision No. 109 of 2023 (Beneficial Owner Procedures), and Cabinet Decision No. 132 of 2023 (UBO penalties), together with the separate regimes of the DIFC and ADGM. It is general information only and does not constitute legal advice. Laws, penalties, and requirements are subject to amendment without notice and this page may not reflect the latest changes — verify current requirements at uaelegislation.gov.ae, moec.gov.ae, or sca.gov.ae, and consult qualified UAE legal counsel before acting.
Advisory services designed & delivered by
Jashvantkumar Prajapati
Founder & CEO, Avyanco Group
21+ years advising founders and investors on UAE company formation, tax structuring, and cross-border expansion. CSP Licensed by the Dubai Economic Department. Direct experience helping 11,000+ businesses across mainland, free zone, and offshore structures.
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