Under the Commercial Companies law of the UAE, it is a requirement that all companies appoint a General Manager (GM), whether onshore or within a freezone. As per the law, the GM is a corporate officer who holds numerous legal duties and responsibilities. In the UAE there is no clear distinction between a Director and the General Manager, and there is also no requirement by law to have a Board of Directors (although some companies may choose to have one). The GM would be appointed by the shareholders and usually has the sole responsibility for the operations and management of the company.

The powers and authority of the General Manager are usually listed in the constitutional documents of the company and/or can be listed in a separate power of attorney issued by the shareholders. Although there are certain legal obligations on the GM as per the UAE law and the powers of the GM may be restricted by the shareholders. The General Manager, for example, may not be granted the powers to open or operate the bank account.

What is a nominee General Manager?

A nominee GM is one that is appointed in order to fulfil the requirements of the UAE law, though would not be involved in the day-to-day running of the business. As there are legal obligations associated with the role of the GM, the nominee would require some oversight of the business activities and finances but would not need to intervene in any of the business activities so long as the company is operating as per the law.

When would a nominee General Manager be required?

There are certain instances in the UAE whereby to fully incorporate an entity, the GM would need to be in country and would need to hold or have previously held a UAE residence visa. However, it is not always possible that the chosen candidate for GM fulfils these requirements. In this instance, a nominee GM can be appointed to bridge the gap and allow the company incorporation process to proceed without delay.

It could be the case that a nominee GM is appointed for a short period of time in order to complete the incorporation process. Only at the point that the company is fully incorporated, can the true General Manager obtain a UAE visa and then be appointed the General Manager of the company in the constitutional documents.

A nominee GM may also be required in the case that a new entity has not yet selected a suitable candidate for the position of the General Manager. Should the company be foreign owned, they may wish to recruit locally, and with being new to the country, the recruitment process may take some time. A nominee GM may be appointed until the point whereby the shareholders have selected a candidate to take on the role.

For what period can I appoint a nominee General Manager?

In general, a nominee GM should be a short-term solution in order to achieve longer term objectives. The nominee GM would be appointed so that the company incorporation process may be completed and so that a labour and immigration file may be obtained, allowing the company to recruit staff. Usually, a nominee GM would be appointed for a period of less than 6 months, although this can be increased if required.

What powers do I need to give to a nominee General Manager?

As mentioned above, a power of attorney (POA) may be issued to the GM, however, the powers may be restricted by the shareholders. In the case of appointing a nominee GM, it is likely that the powers granted would be minimal. A nominee GM would not be involved in any day-to-day running of the business, so signing contracts, operating bank accounts, obtaining financing etc. would not be a part of their remit.

How can PRO Partner Group help?

PRO Partner Group has an experienced team with unparalleled knowledge of business incorporation procedures and government regulatory requirements. We can assist with the company incorporation process and provide nominee GM services onshore and in free zones to ensure that your business incorporation can proceed without delay and is fully compliant with federal regulations.

If you need assistance with nominee General Manager services or any other related onshore or offshore company setup, restructuring, local partner or PRO support matter in Abu Dhabi, Dubai, the wider UAE, Oman, Qatar or KSA, then please do get in touch with us on +971 (0)4 456 1761 for Dubai or +971 (0)2 448 5120 for Abu Dhabi, email us at info@propartnergroup.com or complete the contact form below and we will be delighted to assist you.