Secretarial Compliance in the UAE Enhanced Penalty Regime

As per the Cabinet Resolution 102/2022 (effective Nov 2022), the UAE has implemented an enhanced penalty regime for secretarial non-compliance. What were once minor lapses can now attract fixed, per-occurrence fines ranging from AED 500 to AED 10 million, with repeat violations leading to licence suspensions, director disqualifications, or even company dissolution.

🔍 Who’s Affected?

• Mainland entities under the Commercial Companies Law.
• Free zone companies (DIFC, ADGM, DMCC, etc.) under their local regulations.

💥 Key Offences & Fines:

• Failure to create UBO Register- Minimum AED 50,000
• Failure to record and update Ultimate Beneficial Ownership (UBO) Register upon any change- Minimum AED 20,000
• Failure to convene quarterly board meetings along with written notice and signed minutes thereto- Minimum AED 3,000
• Failure to convene Annual General Meeting (AGM) within 4 months of financial year end- Minimum AED 5,000
• Failure to convene the General Assembly when losses exceed 50%- Minimum AED 50,000
• Failure to provide the partners/shareholders access to the minutes of the General Assembly, books, registers, etc- Minimum AED 5,000
• Failure to maintain statutory registers (shareholders/directors/MoA) – Minimum 5,000
• Failure to keep financial books and records at registered office- Minimum AED 15,000
• Failure to prepare and present the year-end accounts for board/shareholder approval- Minimum AED 50,000
• Failure to comply with any other provisions under the Commercial Companies Law (Federal Decree Law No. 32 of 2021)- Minimum AED 10,000
• Penalties escalate for repeat breaches.

📌 Your Secretarial Duties Include:

• Registers & UBOs: Maintain registers for shareholders, directors & UBOs;
• Board/Shareholder Meetings & Minutes: Properly convene Shareholder and quarterly Board Meetings; ensure due & timely circulation of notice, agenda, and resolutions; maintenance of proper signed minute books.
• Annual General Meeting: Properly convene Annual General Meeting within four-months of financial year end; ensure the due & timely circulation of notice, agenda, resolutions, along with presentation of the director’s report, financial statements, etc. at such duly convened AGM; maintenance of proper signed minute books.
• Retention & Monitoring: Maintain previous records for 5 years ensuring quick retrieval.

👉 Don’t let secretarial oversights disrupt your business. Let HLS-Global UAE make your compliance seamless, audit-ready, and penalty-proof.

✅ How HLS-Global UAE Supports You:

• 360° Compliance Health check of registers, minutes, filings, and other compliances.
• Document Preparation & Filing (resolutions, financial accounts, minutes, UBO disclosures).
• Direct Coordination with Ministry of Economy and Free Zone regulators.
• Automated Alerts for meetings, renewals, and deadlines.
• Governance Training to align with evolving regulations for companies.

Disclaimer: All views expressed in this article are solely for informational purposes and should not be construed as legal advice. This information is for reference only and is bound to change in case of any amendments or changes to applicable laws. We do not assume any responsibility or liability for any errors or omissions in the content of this article, and we do not make any warranties about the completeness, reliability, and accuracy of the information expressed in this article.