Authorized Signatory in a UAE Company: Who Can Sign, How to Appoint One, and the Liability

Direct answer. An authorised (authorized) signatory is the person whose signature legally binds the company. In a UAE mainland limited liability company (LLC), that is, by default, the manager named in the Memorandum of Association (MOA). Under Federal Decree-Law No. 32 of 2021 on Commercial Companies, that manager has full power to bind the company unless the MOA or the appointment contract limits it, provided the manager states the capacity in which they sign. Anyone else signs only by delegation: a power of attorney (POA), or a resolution of the partners or the board. The names sit in the Commercial Register and reappear on the establishment card, the tax record and the bank mandate. Changing a signatory means amending the MOA or licence (with the Department of Economy and Tourism (DET) in Dubai, or the Abu Dhabi Department of Economic Development (ADDED) through TAMM), then every other record. Free zones such as ADGM have their own rules. Procedures and fees change, so confirm current steps with your licensing authority or a licensed UAE lawyer.

Authorised signatory meaning: three different roles

"Authorised signatory" (or "authorized signatory") is used for three roles.

Federal Decree-Law No. 37 of 2021 on the Commercial Register uses the phrase literally: the registration application must include the "names of the authorized signatories", and the registering authority must keep that data updated (Article 5).

The bank mandate is narrower: it covers who signs on the account, and makes no one a manager. For cheques, Federal Decree-Law No. 50 of 2022 (the Commercial Transactions Law) says the signature must match the model signatures registered with the bank, and the account holder is responsible to the bank (Article 629).

Who can be the authorised signatory of a UAE company

Mainland LLC: the manager

Article 83 of the Commercial Companies Law sets the default:

• The LLC is managed by one or more managers chosen by the partners in the MOA.
• A manager can be a partner or an outsider.
• If the MOA or a separate contract names no manager, the General Assembly of partners appoints one.
• With more than one manager, the partners may form a board of managers with the powers set out in the MOA.
• Unless the MOA, the articles or the appointment contract restrict them, the manager has "full powers to manage the Company", and their acts bind it, provided the capacity in which they act is explicitly stated.

Limits must be written down: a dual-signature rule exists only if the MOA or the appointment contract says so. See what an LLC means in the UAE and how the MOA and a shareholders' agreement split these rules.

Two managers with no signing rule invite deadlock between equal partners.

Joint stock companies

In a joint stock company, the chairman represents the company in court and with third parties unless the articles give that role to the Director General, and may delegate some of his powers to other directors (Commercial Companies Law, Article 155). The company is bound by any director's acts towards good-faith third parties, even if the appointment later proves invalid (Article 163).

Identity and residency requirements

Article 83 sets no residence condition, but some services add identity or residency conditions:

• Establishment card (ICP). A valid Emirates ID or Unified Number must be provided for one of the authorised signatories. ICP states the process cannot begin without it. Free zone companies apply through their free zone authority.
• Commercial registration. A valid ID card or passport of the managers or board members is required (Cabinet Resolution No. 107 of 2022, Article 3).
• ADGM. Its registration checklist for a private company limited by shares (2023) says at least one appointed authorised signatory must be a UAE national, a GCC national or hold a valid UAE residence visa. Confirm the current checklist for your company type with ADGM's Registration Authority.

Where signing authority is recorded

1. The MOA. It must be in Arabic and attested by the Competent Authority, or it is void (Commercial Companies Law, Article 14). An amendment takes effect only once it is registered in the Commercial Register (Article 15; see memorandum of association).
2. The Commercial Register and the [trade licence](/dictionary/trade-licence). The register holds the name of the manager or chairman of the board, which the authority may publish (Cabinet Resolution No. 107 of 2022, Articles 2 and 14).
3. The establishment card. In Dubai, the GDRFA establishment card service asks for passport copies of the authorised signatories and, in the case of a manager, a notary-certified copy of the authorisation for the authorised persons. The federal ICP establishment card service asks for a signature authorisation letter.
4. Tax registration. For VAT registration, the Federal Tax Authority asks for Emirates ID and passport copies of the owners and authorised signatories. It also asks for a POA for the authorised signatory if the manager is not named in the MOA, or when other people are added as signatories.
5. The bank mandate. Cheque signatures must match the bank's specimen signatures (Article 629, above).

Keep the same people and name spellings across all five. Each bank sets its own mandate and know-your-customer requirements; confirm them with your bank.

Delegating the power to sign: POA or resolution

When a manager delegates by POA or resolution, that is agency, now governed by Federal Decree-Law No. 25 of 2025 (the Civil Transactions Law), in force since 1 June 2026 (full text).

• General wording is narrow. A POA expressed in general terms gives only the power to perform acts of management (Article 871). Name each power you want the agent to have.
• Limits bind the agent. The agent must not exceed the agency's limits, apart from narrow exceptions for acts more beneficial to the principal (Article 874).
• Joint appointments act jointly. Several agents named in one POA without authority to act alone must act together, with limited exceptions such as collecting or paying a debt (Article 878).
• Ratification cures after the fact. Later approval of an act counts as prior authority (Article 873).

If a signatory holds a POA granted under another POA, revoking the first revokes the second by law (Article 903). When someone leaves, revoke their POA formally; see the power of attorney guide and how to revoke a power of attorney. Some services require a notarised authorisation, for example the Dubai establishment card (above); see notary services in Dubai.

Anyone signing as a commercial representative should write the merchant's full name next to their own and state their capacity. Otherwise they are personally liable (Commercial Transactions Law, Article 247).

How to add or change an authorised signatory

Dubai mainland (DET)

Changes go through DET's request to amend a trade licence. Invest in Dubai lists "Change your manager's details" among common amendments, alongside MOA changes. The documents depend on the amendment; DET's list includes, for partner changes, a board or General Assembly resolution approving the partnership. Confirm the documents for a manager change with DET. The fee is set by DET and can change; confirm the current value with DET or a licensed UAE lawyer.

Abu Dhabi mainland (ADDED, through TAMM)

The "Amend Economic Licence – Commercial" service covers changes to activities, trade name, address, partners, manager or legal form. Steps: log in with UAE PASS, submit, await approval, pay any newspaper fee, obtain other approvals if required, pay, and receive the amended licence. The fee list includes a "Manager / Signatory Amendment Fee" line, with costs that vary. The service page showed 15 working days when checked in September 2026; confirm both with ADDED.

ADGM

ADGM uses the phrase for two different things. At registration, "authorised signatories" is a role: individuals only, at least one, with the residency rule above, evidenced at incorporation by a resolution signed by all shareholders. Separately, under the ADGM Companies Regulations 2020, a document is validly executed if signed by two authorised signatories, or by one director in front of a witness who attests the signature (section 39). For that rule, "authorised signatories" means every director, plus the secretary where the company has one.

Other free zones, such as DIFC and DMCC, have their own companies regulations and registrars. Check the signing rules with your free zone's registration authority (in DIFC, the Registrar of Companies).

Federal deadlines for mainland companies

• 15 business days. Notify the Competent Authority and the Registrar in writing of any change in registered details (Commercial Companies Law, Article 15). Managers are jointly liable for damage caused by failing to register.
• Dismissal. Unless the MOA says otherwise, the General Assembly dismisses a manager by resolution. A court may also dismiss a manager at a partner's request for legitimate cause (Article 85).
• [Resignation](/dictionary/resignation). A manager resigns in writing to the General Assembly, with a copy to the Competent Authority. If the Assembly does not decide within 30 days, the resignation takes effect, unless the MOA or the appointment contract provides otherwise.
• End of term. If the appointment contract expires and is not renewed, the company must notify the Competent Authority within 30 days and appoint a replacement within that period (Article 85).

Then update everything else

After the licence changes, update the establishment card, the tax registration and the bank mandate. Some government portals keep their own list of company signatories. Revoke any POA the old signatory held. If the change follows a sale of shares, the share transfer guide covers the ownership side, and the UBO rules may require a separate update.

When a signature binds, and when the signer pays

When the company is bound

Good-faith counterparties are protected:

• The company is bound by acts of the person authorised to manage it in the ordinary course of management. It is also bound by authorised employees or agents where a third party relied on that authority (Commercial Companies Law, Article 23).
• The company cannot deny liability on the ground that its manager was not properly appointed, as long as the acts fall within the usual limits for that position in similar companies (Article 25).
• That protection is lost if the counterparty knew, or could have known from its dealings with the company, of the defect.

The reverse also matters: under Article 15, an unregistered MOA item has no effect against third parties, so an unregistered restriction may not protect you.

In ADGM, a person dealing with the company in good faith can treat the directors' power to bind the company as free of limits in its constitution, and need not enquire (section 36).

As a counterparty, ask for the current licence and MOA, and check that the signer is the listed manager or holds a POA or resolution covering this transaction, with the capacity stated in the signature block. Company documents must carry the company's name, legal form, registration number and address (Article 13).

Personal liability for the person who signs

• Manager liability. A manager is liable to the company, the partners and third parties for fraud, and must compensate the company for losses caused by misuse of powers, breach of the law, the MOA or the appointment contract, or gross error (Commercial Companies Law, Article 84(1)). Through Article 84(2), the director-liability rule in Article 162 also makes managers liable to the company, the partners and third parties for abuse of power and breaches of the law or the company's articles. A clause excusing an officer from personal liability is void (Article 24).
• Cheques signed without authority. Anyone who signs a bill of exchange for another without authority is personally liable on it, and so is a representative who goes beyond their powers (Commercial Transactions Law, Article 522). Bill-of-exchange rules apply to cheques where they fit (Article 626).
• Criminal exposure. The cheque offences in the law include stopping payment outside the permitted cases, closing or emptying the account, and deliberately writing or signing a cheque so it cannot be cashed. Each carries six months to two years' imprisonment and/or a fine of at least 10% of the cheque value (minimum AED 5,000, maximum double the value) (Commercial Transactions Law, Article 675). When one is committed in the company's name and for its account, the person actually managing it is punished only if they knew of the crime or acted for their own or another's interest; otherwise the company itself is fined (Article 683).

For more, read the Commercial Transactions Law itself, whether a bounced company cheque leads to criminal charges, and our guide to UAE cheque signing laws.

Common mistakes

• Updating the MOA but not the establishment card, tax record or bank mandate.
• Relying on an MOA restriction that was never registered.
• Writing a POA in general terms and expecting it to reach beyond acts of management.
• Joint accounts and joint mandates without a clear rule; see joint bank account rules.

Next step

Pull your current MOA, licence and bank mandate, and check that they name the same people with the same powers. If they do not, fix the MOA first, then everything that depends on it. For a contested change, a partner who will not sign, or a disputed cheque, compare corporate and commercial lawyers on LEXAI. Key terms: limited liability company, power of attorney.

This is general legal information, not legal advice. Confirm current procedure with the relevant authority or a licensed UAE lawyer.