A corporate governance dispute can begin with an unanswered request for accounts, a disputed appointment or a transaction approved without proper disclosure. As disagreements grow, shareholders and directors need to protect the business while establishing who had authority to act and whose rights were affected.
A lawyer in Dubai can help identify the applicable company rules, examine the decision making process and select a remedy that addresses the actual harm. The starting point is the company’s legal form, constitutional documents and regulatory status. Different rules apply to different businesses, even when they operate in the same city.
Federal Decree Law No 32 of 2021 on Commercial Companies, as amended, provides the main federal framework. The consolidated legislation includes the 2025 amendments. However, a mainland limited liability company, a public joint stock company and a company incorporated in a financial free zone should not be treated as interchangeable.
Article 5 addresses free zone companies and excludes matters governed by their specific laws or regulations from the federal company framework. A company operating through an establishment outside its free zone can raise additional questions about applicable requirements. Review the incorporation records, licence, branch structure and activities before choosing a legal route.
Public joint stock companies also face specific governance and regulatory obligations. An LLC meeting threshold or voting rule should never be copied into advice for a different company form without checking the legislation and constitutional documents.
Obtain the memorandum and articles where applicable, shareholder agreements, appointment documents, powers of attorney and registered management details. Compare these with board or shareholder resolutions and any limits on signing authority. A disagreement about commercial strategy is different from an allegation that someone acted outside their powers.
For companies within the federal law’s scope, Article 27 gives a shareholder or partner a right, on written request, to a free copy of the latest audited accounts and auditor’s report, with group accounts where the company is a holding company. The company must respond within ten days. This is a defined statutory right, rather than unrestricted access to every internal record.
For LLCs, Article 98 permits partners to discuss agenda items and requires managers to answer questions within limits that protect company interests. If a partner considers the answer insufficient, the issue can be referred to the general assembly. Keep the request and response in writing.
A resolution dispute often turns on notice, agenda, attendance, voting rights and the record of objections. Preserve meeting invitations, delivery evidence, proxies, voting records and signed minutes. Check whether the decision required an ordinary majority, a special threshold or additional approval.
For an LLC governed by the federal law, Article 92 requires managers to call a general assembly when requested by partners holding at least ten percent of capital. Other meeting and voting requirements must be checked separately against the relevant statutory provisions and memorandum.
Deadlines require immediate attention. For public joint stock companies, Article 172 provides a sixty day period from the challenged resolution for the statutory invalidity action. Filing does not itself suspend implementation unless the competent court orders otherwise. This is not a universal deadline for every shareholder dispute. Identify the particular claim and applicable regime before calculating time.
Article 22 requires an authorised manager to preserve the company’s rights, exercise the care of a diligent person and act within the company’s objects and delegated powers. For LLC managers, Article 84 addresses fraud and liability for company losses arising from misuse of powers, breaches of the law or relevant management documents, and gross error.
A loss making transaction does not establish personal liability by itself. The analysis must connect a recognised breach to the claimant’s loss and identify the evidence supporting that connection.
Conflicts also need careful examination. Within the public joint stock framework, Article 150 requires a director to disclose a conflicting or shared interest in a proposed transaction, record that disclosure and abstain from voting. Failure can support specified court remedies concerning the contract or benefits obtained. Examine what was disclosed, when it was disclosed and who approved the transaction.
The company and its shareholders are distinct legal persons. Money diverted from company accounts usually raises a different claim from interference with a shareholder’s individual rights. An individual should not assume that a fall in share value entitles them to recover all company losses personally.
The public joint stock provisions distinguish company proceedings, shareholder claims and proceedings brought on the company’s behalf. Article 167 sets conditions for shareholder proceedings against a related party for harm to the company, including a minimum holding, a prior written request to the board and procedural requirements. Recoveries under that route belong to the company, subject to the statutory treatment of approved legal expenses.
Before filing, establish the claimant, defendant, cause of action and destination of any recovery. A personal claim, company claim and application to challenge a resolution may require different evidence and procedural steps.
Consider whether a negotiated solution can address the operational problem. Options may include clearer approval controls, agreed reporting, a revised management arrangement or a documented share purchase. Establish how any settlement will be approved and implemented, and whether the company must participate. A private agreement between two shareholders may leave other necessary parties and approvals unresolved.
Check the dispute clause before sending proceedings to court. Under the federal Arbitration Law, an arbitration agreement must meet requirements concerning writing, authority and matters capable of settlement. A shareholder agreement does not automatically submit every dispute involving the company or directors to arbitration. The parties, scope and requested relief need separate examination.
Where assets may disappear or a transaction is imminent, assess urgent protection alongside the substantive claim. Precautionary attachment under the Civil Procedure Code depends on statutory grounds and supporting evidence. Ownership of shares alone does not automatically justify freezing company assets.
The federal Arbitration Law also permits court ordered interim protection for existing or prospective arbitration. Identify the appropriate court and procedural conditions rather than assuming an arbitration clause prevents urgent judicial assistance.
The DIFC Courts reported that 31% of claims brought to its Court of First Instance in 2025 were opt in claims, where litigants had specifically chosen that forum. This concerns the DIFC Courts’ reported caseload, not all Dubai corporate disputes or automatic jurisdiction over a shareholder claim. It illustrates why the parties, governing documents and available jurisdictional basis should be checked before selecting a forum.
Create a chronology linking each disputed decision to supporting records. Preserve complete emails, electronic approvals, accounts, transaction documents and original files. Federal evidence legislation recognises electronic evidence, but authenticity and completeness remain important. A screenshot may omit context available in the original record.
Choose a lawyer in Dubai whose actual experience fits the company form and dispute. The Dubai Legal Affairs Department directory helps verify registered practitioners and licensed firms; it does not certify specialisation or endorse a provider.
Agree who the client is, particularly where several shareholders or the company itself may seek representation. The written engagement should define the work, fees, urgent applications and later stages. Federal professional legislation requires a written fee agreement before the agreed work and addresses the definition of its scope.
Under Article 92, partners holding at least ten percent of an LLC’s capital can require managers to call the general assembly. Review the company’s documents and the applicable procedure before relying on the request. This threshold should not be presented as the rule for every company type.
Not automatically. The public joint stock invalidity provision expressly separates filing the claim from suspending implementation. Urgent protection requires assessment of the relevant remedy, forum and supporting facts. Ask about implementation risk when obtaining advice, rather than waiting for the main dispute to progress.
Bring incorporation and ownership records, management appointments, shareholder agreements, disputed resolutions, meeting notices, accounts and relevant correspondence. Explain the desired outcome, any imminent transaction and known deadlines. Identify which documents are originals and which were supplied by another person so that evidential gaps can be addressed early.
Prepare the notice, agenda, delivery records, proxies, attendance details, voting record and minutes in date order. Identify the provision said to govern approval and any written objection. Keep later implementation documents with the record so the adviser can assess the decision and any urgent consequences together.
Clarify whether the proposed client is the company, an individual shareholder or several people seeking advice together. Explain any differences in their objectives and who can give instructions. Ask the firm to confirm the agreed representation and reporting arrangements before circulating sensitive company material widely.
Dr. Hassan Elhais is a Senior Legal Consultant at Amal Al Rashedi Lawyers and Legal Consultants in Dubai. He advises on UAE family, civil, commercial and criminal law matters.
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