Can [company removed] remove a director for conflict of interest without a shareholder vote?

Under UAE Commercial Companies Law, a director or manager can usually only be removed by shareholders through a General Assembly resolution, unless the company’s Articles of Association specifically allow the board to remove a director.

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However, conflict of interest, undisclosed related-party transactions, or misuse of position are valid legal grounds for removal and may also create liability for damages.

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If the Articles are unclear, the usual lawful steps are:

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1. Document the conflict of interest.
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2. Issue written notice to the director.
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3. Call an Extraordinary General Meeting (EGM).
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4. Pass a shareholder resolution to remove the director.
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5. Update the trade license/company records with the relevant authority.
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If shareholders cannot resolve the issue, removal may also be requested through the UAE courts for cause.

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You can have a free 15-minute consultation with Farahat&co corporate law expert to review your company documents and advise on the proper legal procedure.

In the UAE, the removal of a director generally depends on the Commercial Companies Law (Federal Decree-Law No. 32 of 2021) and the company’s Memorandum and Articles of Association.

In most cases, directors cannot be removed by the board alone unless the Articles specifically allow it. Removal is usually done through a shareholder resolution in a General Assembly meeting. However, conflict of interest, undisclosed related-party transactions, or misuse of position are serious breaches of duty and can be legal grounds for removal and liability.

If your Articles are unclear, the recommended legal steps are:
1. Record and document the conflict of interest and related-party transactions.
2. Issue a written notice to the director requesting disclosure and explanation.
3. Call a Board Meeting to formally record the breach.
4. Call an Extraordinary General Meeting (EGM) of shareholders.
5. Pass a shareholder resolution to remove the director.
6. Update company records and notify the licensing authority (DED or Free Zone authority).
7. Appoint a replacement director if required.

If shareholders cannot resolve the issue, partners/shareholders may apply to the UAE court to remove the director for cause due to breach of fiduciary duties.

You can have a free 15-minute consultation with HHS Lawyers corporate law expert to review your Articles of Association and advise on the correct legal procedure for director removal under UAE law.

Under UAE practice, a board usually cannot remove a director on its own unless the Articles clearly give that authority. When the Articles are silent, removal is typically done through a shareholder resolution, often at a formally convened meeting.

If a director is involved in an undeclared conflict of interest, the usual steps are:

• Document the concern and request disclosure in writing.


• Record the issue in a board meeting.


• Escalate to shareholders for a removal vote if the Articles do not empower the board.


• Notify the relevant licensing authority once a decision is made.

These are general governance norms only; the exact procedure depends on your company type, Articles, and regulatory jurisdiction.