Do You Need a Company Secretary in the UAE? Duties, Requirements and How to Appoint One

Sooner or later, a banker, auditor or regulator will ask a UAE company who keeps its corporate records. Many founders assume the answer is whoever handles the accounts, until a board resolution goes missing or a bank requests certified minutes at short notice.

What a Company Secretary Does

A company secretary maintains a company’s statutory records, supports board and shareholder meetings and keeps corporate filings consistent with the constitutional documents. The role owns the record of decisions rather than the decisions themselves, and it is distinct from both a legal adviser and an accountant. When a founder sells a stake to an investor, for example, the secretary updates the share register and files the supporting resolution so the transfer can be proved later. A practical guide to appointing a company secretary in the UAE covers the role in further detail.

When the Role Is Required

Requirements depend on the type of company and its jurisdiction. Public joint stock companies are subject to formal governance rules overseen by the Securities and Commodities Authority, including a board secretary function. Most private limited companies and many free zone entities, by contrast, have no general legal obligation to appoint one, and the constitutional documents decide whether the role exists. Mainland companies operate under Federal Decree-Law No. 32 of 2021 on Commercial Companies, while free zone companies follow their own authority’s regulations.

Even where the appointment is optional, banks, auditors and investors expect someone to be accountable for the records. Informal arrangements usually fail when an investor asks for certified minutes.

The Records a Secretary Maintains

The core records include the share register and every change of ownership, notices and minutes of board and shareholder meetings, written resolutions, registers of directors and managers, and signing authority records. Companies must also keep beneficial ownership information current, and under Cabinet Decision No. 109 of 2023 changes generally need to be reflected within 15 days. Bank mandates should match board-approved signatories, so when a director leaves, the secretary updates the records to prevent the bank from freezing instructions. Resolutions should also reflect any reserved matters in a shareholders’ agreement, because a skipped approval is a classic trigger for disputes.

Tax filings are not a default part of the role. Corporate tax and VAT returns usually sit with the accounting function or an appointed tax agent, although resolutions approving dividends or loans should match the corresponding accounting entries.

Who Can Act as Secretary

In most private structures, a director or shareholder can also act as secretary, provided the Articles do not prohibit it. The practical limitation is oversight: when the same person approves decisions and records them, independent checks are weaker, so companies with several shareholders or outside investors often prefer a separate appointee. Residence is rarely an issue for what is largely a document-based role, but the company must retain reliable access to originals and certified copies, which is why many non-resident founders appoint a corporate service provider to hold the registers locally.

How to Appoint One

The process begins with checking the Memorandum and Articles of Association and defining the scope of duties. The company then chooses between an individual and a corporate service provider, agreeing confidentiality terms and access to records in writing. A board or shareholder resolution confirms the appointment, its scope and authority, after which the registers and signatory records are updated and certified copies are provided to the bank where needed. A regular review cycle, ideally quarterly, catches unrecorded changes before an audit does.

In-House or Outsourced

An in-house secretary offers daily availability and direct control of originals but adds salary, visa and training costs. An outsourced provider brings experience across many structures and flexible scope, with fees that vary by service level. Whichever route is chosen, legal responsibility for the records remains with the company and its directors or managers.

Conclusion

A company secretary turns good governance from intention into evidence. Appointing someone accountable, documenting the terms and keeping registers current protects the company in bank reviews, audits and share transfers. Founders setting up through free zones such as Meydan Free Zone should decide early who will own their company records.