Corporate Governance Advisory Services in UAE

Who decides what, who can sign what, and what happens when shareholders disagree. We design the corporate governance your business actually runs on, and put it in writing before it is tested.

Why it matters

Why corporate governance matters in the UAE

Most owners file governance under paperwork for listed companies. That stopped being true when corporate tax arrived.

A company is treated as resident where its real decisions are made, not where it is registered. The test also runs in reverse: a UAE company whose board meets elsewhere can be claimed as resident by that other country.

What the Federal Tax Authority looks for
Key decisions are taken in the UAE 01
Board meetings are held in the UAE 02
Board members are resident in the UAE 03
Either way, the evidence is the same: who your directors are, where they are, where they met, and what they recorded.

One set of records does four jobs.

Most privately held companies do not have it.

01
The tax authority Where decisions were taken, and who took them.
02
Your bank Who can sign, commit and spend on the company’s behalf.
03
Your auditor Which approvals were given, and whether they were recorded.
04
An incoming shareholder How the company is really run, before any money moves.
Services

What our corporate governance services cover

01

Governance framework design

The shape of how decisions get made: board, committees, management, and what each can settle without asking anyone.

02

Board and committee structure

Who sits on the board, which committees exist, what each one is responsible for, and how often they are required to meet.

03

Delegation of authority

Who can sign, commit and spend, up to what limit, and who has to approve anything above it.

04

Board and shareholder frameworks

Decision rights, reserved matters and deadlock terms, set out so your lawyers have something clear to draft from.

How the frameworks work
05

Independent governance review

A look at the governance you already have, and what a bank, an auditor or a regulator would question first.

AML & Compliance Health Check
06

Minutes, registers and records

Board minutes, resolutions, registers and an authority matrix, written so they still make sense two years later.

Frameworks

Board and shareholder frameworks explained

Partnerships rarely break over money. They break over something nobody wrote down.

Avenox Global designs
Reserved matters Decisions that need shareholder approval, such as bringing in a new investor.
Decision rights Who decides what, including what happens when a shareholder wants out.
Deadlock terms How a tie is broken, agreed before it ever happens.
Your lawyers draft

The shareholders’ agreement itself. We make sure it matches how the business actually runs, so the agreement and the board papers say the same thing.

Signals

When businesses come to us for governance

If one of these sounds familiar, it is a good time to talk.

Book a consultation
Need to change the structure itself? Corporate Structuring & Restructuring
  • You are bringing an outside shareholder into a family business
  • You hold entities in several countries and no shared board calendar
  • You cannot say who is allowed to sign what without asking someone
  • You are in a joint venture with no agreed way to settle a deadlock
  • You were asked for board minutes and could not produce them
  • You are getting ready for a bank, an investor or a first audit
Process

How corporate governance advisory works

01

Review

We look at how decisions are made today, who holds authority, and where the gaps would show.

02

Design

We set the board structure, the committees, the authority limits and the reserved matters.

03

Document

We prepare the charters, terms of reference, authority matrix and meeting calendar.

04

Maintain

We set a review point and keep the framework current as owners, entities and banks change.

FAQ

Corporate governance in the UAE: common questions

Not in the way it is for listed companies, which follow Securities and Commodities Authority rules. Private companies carry far fewer formal obligations. In practice the bar is higher than the law sets, because banks, auditors, tax authorities and incoming shareholders all ask the same questions anyway.

Get your governance reviewed.

Send us your board papers and shareholding as they stand. We will tell you what is missing before someone else does.

Book a consultation