Case Study: POA for DMCC Company’s Manager

A company based in the Dubai Multi Commodities Center (DMCC) wanted to open a subsidiary in Jordan. A Jordanian law firm requested a Power of Attorney (POA) to represent the DMCC company for registration.

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🔍 Quick Summary

• A DMCC-based company wanted to open a subsidiary in Jordan and needed to issue a Power of Attorney (POA).

• The Dubai Courts Notary Public refused to notarize the POA because the Manager lacked proof of authority.

• POA.ae identified that the DMCC company was owned by a BVI company and advised issuing a Board Resolution from the BVI parent company.

• The Board Resolution authorized the Manager and included a clause for sub-delegation.

• The document was attested and legalized in both the UK and the UAE.

• The Manager was then able to notarize the POA in Dubai successfully.

• This case highlights a common issue for subsidiaries of foreign companies operating in the UAE free zones and mainland.

Issue Faced

The Manager of the DMCC company went to the Dubai Courts Notary Public to sign the POA. However, the Notary refused to notarize the POA because the Manager couldn’t prove his authority to sign on behalf of the DMCC Company.

The company approached POA.ae for a solution.

Analysis

Upon reviewing the corporate structure, we identified the following:

• The DMCC Company is a wholly owned subsidiary of a BVI (British Virgin Islands) company.
• There was no Board Resolution or POA from the BVI Company authorizing the DMCC Manager.
• The MOA of the DMCC Company did not mention the Manager’s powers, which is common in DMCC template MOAs.
• Therefore, the Notary Public rejected the POA due to a lack of proof of authority.

Solution by POA.ae

Since the BVI Company owns the DMCC Company, the authority must originate from the BVI Company.

We prepared a Board Resolution for the BVI Company, granting authority to the Manager. Key components of the resolution included:

“RESOLVE and confirm that Mr. [General Manager’s Name]… is appointed as a General Manager and a true and lawful attorney of the Subsidiary… with full powers of authority…”

We also included a sub-delegation clause:

“The Manager has the right to sub-delegate all or part of his powers…”

Legalization Process

All foreign documents must be legalized before being accepted in the UAE. Here’s how we processed it:

In the UK:

• Notarization or certification by the BVI Registrar of Companies
• BVI Apostille
• Attestation by the UK Foreign and Commonwealth Office (FCO)
• Attestation by the UAE Embassy in London

In the UAE:

• Attestation at the UAE Ministry of Foreign Affairs (MOFA)
• Legal translation into Arabic
• Final attestation by the Ministry of Justice (MOJ)

Result

Once legalized and translated, the Manager signed the POA before the Dubai Courts Notary Public on behalf of the DMCC Company. The issue was successfully resolved.

Takeaway

This situation is not unique to DMCC companies — similar issues can arise for subsidiaries and branches of foreign companies in UAE free zones and mainland.

Frequently Asked Questions (FAQs)

1. Who can give a POA on behalf of a company in the UAE?

• Shareholders
• Directors and/or Managers (subject to MOA, Shareholders’ Resolution, or POA from Shareholders)

1. Can the Directors or Managers issue a POA for any matter?
   No. They can only delegate powers explicitly granted to them in the MOA, Shareholders’ Resolution, or POA.
2. If a company is jointly owned, can one shareholder issue a General POA?
   A shareholder can issue a POA, but it will be limited to his own shares only.
3. How long is a Company POA valid?
   There are no time restrictions set by law. A Company POA can be valid for any term as decided by the company.
4. Can a non-resident shareholder issue a POA online?
   Yes. A non-resident shareholder can issue a POA online using the UAE’s e-notary system.