Director Duties

Overview

  • Directors' duties are a set of obligations that directors are required to respect and comply with during their employment and service. They form an essential part of any company's corporate governance policy and framework.

  • Directors' duties in the UAE differ according to the various forms of companies existing in the UAE and mainly falling under two categories, i.e., local companies formed under Federal Decree-Law No. 32/2021 On Commercial Companies and DIFC companies formed under DIFC Law No. 5/2018 DIFC Companies Law.

  • It is standard at the DIFC to define and determine the duties of directors in the memorandum and articles of association of a company.

  • A director is expected to act in good faith and within the scope of the powers outlined in the memorandum and articles of association.

Definitions

  • Good faith: General presumption where a person deals with others honestly, fairly, and in good faith, to not prejudice the rights of such other parties.