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Corporate Office & Governance

Corporate governance in the UAE: articles, shareholders' agreements and delegations

Clear governance prevents half of shareholder conflicts. The other half is settled because it had been anticipated in writing.

What governance documents does a UAE company need?

Corporate governance in the UAE rests on two complementary instruments: the constitutional documents, which are filed and public, and the shareholders' agreement, which is private and governs the relationship between owners. Prosilame drafts both to anticipate conflict rather than react to it:

  • Bespoke articles reflecting the actual shareholding and activity, not a registry template.
  • A shareholders' agreement covering exit, pre-emption, tag and drag rights and valuation.
  • Quorums, reserved matters and majorities that prevent predictable deadlock.
  • Deadlock-resolution machinery agreed while relations are good.
  • A governance structure that withstands investor due diligence.

Common failure points

The situations we handle.

  • Standard articles unsuited to the shareholders’ reality
  • No shareholders’ agreement, or one silent on conflicts
  • Vague decision-making bodies, predictable deadlocks
  • Investor entry without founder protection

Deliverables

What you get.

01

Bespoke articles

Drafting articles tailored to your shareholding and activity.

02

Shareholders’ agreement

Exit, pre-emption, governance and deadlock-resolution clauses.

03

Decision-making bodies

Defining quorums, majorities and decision processes.

04

Fundraising readiness

A governance structure compatible with investor entry.

Our approach

Our approach to governance.

Corporate governance is not a theoretical subject: it prevents half of shareholder conflicts, and lets you settle the other half because it was anticipated in writing. Unsuitable standard articles, the absence of a shareholders’ agreement, vague decision-making bodies lead to predictable deadlocks — often at the worst moment, during a fundraising or a sale.

We draft bespoke articles and a shareholders’ agreement that explicitly addresses exits, pre-emption, majorities and deadlock resolution. We define the decision-making bodies and processes, and prepare the governance structure for investor entry, so due diligence runs smoothly.

Articles & agreement

Bespoke articles and an agreement addressing exits, pre-emption and deadlocks.

Decision-making bodies

Clearly defined quorums, majorities and decision processes.

Fundraising readiness

Governance compatible with investor entry and due diligence.

Frequently asked

Corporate governance — your questions.

Articles or shareholders’ agreement: what’s the difference?

Articles are public and structure the company; the agreement is private and governs relations between shareholders. The two complement each other.

When should a shareholders’ agreement be drafted?

As early as possible — ideally at incorporation. An agreement drafted after a conflict always arrives too late.

Does governance matter to an investor?

Yes. Clear governance reassures and speeds up due diligence. Its absence drives investors away.

A matter on corporate governance?

A 30-minute call to review your governance documents and where authority actually sits.

See matters the firm has handled and what clients say about them.

AED 600 individuals · AED 1,000 professionals

Payable before the call, by card or bank transfer. See fee details.