Company Secretary UAE: Is It Mandatory? Mainland vs DIFC vs ADGM vs Free Zones

Quick Answer

Is a company secretary in UAE companies mandatory? It depends entirely on where your company is licensed. A mainland LLC does not need one, and neither does a private company in the DIFC or ADGM. A public company in the DIFC or ADGM must have one, and a listed public joint stock company must have a board secretary under the securities regulator’s governance rules.

Free zones are where most founders get caught out, because each zone writes its own rules. DMCC requires every company to have a secretary. JAFZA requires a secretary for FZEs and FZCOs. RAKEZ makes it optional and bars a director from holding the role. This guide compares the rules for a company secretary in UAE mainland, DIFC, ADGM and free zone companies side by side, then explains the secretarial services in UAE that companies still need even where the title is optional.

Company Secretary in UAE: Mainland vs DIFC vs ADGM vs Free Zones

Here is the requirement for a company secretary in UAE jurisdictions, based on each authority’s own company regulations.

Two points stand out. First, “free zone” is not one rule: DMCC and JAFZA require the role, RAKEZ does not. Second, the companies most likely to need a secretary are the ones founders assume are simplest, such as a single-shareholder DMCC or JAFZA company.

Mainland UAE: No Secretary Title, but the Work Remains

The UAE Commercial Companies Law does not require a mainland LLC to appoint a company secretary. That is why most mainland founders never hear the term until a bank, auditor or buyer asks for board minutes they do not have.

The record-keeping a secretary would normally run still sits with the manager: partner records, annual assembly decisions, minutes and beneficial owner details. Rather than repeat it here, I set out that mainland workload, with dates and fines, in why your Dubai company may need company secretarial work even without a company secretary.

Listed companies are the exception. The Securities and Commodities Authority’s corporate governance rules for public joint stock companies, SCA Chairman Decision No. 3/R.M of 2020, require the board to appoint a board secretary and set out the role’s functions. If you are planning a listing or a large shareholder base, budget for that role early. The 2026 Commercial Companies Law amendments also add share classes and investor rights, which mean more resolutions to record.

DIFC and ADGM: Private Companies Optional, Public Companies Required

The two financial free zones run their own common-law company regimes, and both follow the same logic: private companies choose, public companies must appoint.

• DIFC: under the DIFC Companies Law No. 5 of 2018, a private company may or may not have a company secretary, while a public company must have one. Every DIFC company still keeps its registers, including ultimate beneficial owners, and files a confirmation statement with the Registrar of Companies.
• ADGM: the ADGM Companies Regulations 2020 say plainly that a private company is not required to have a secretary. A public company must have one. If a private company chooses not to appoint, anything the regulations allow to be done by or to the secretary can be done by or to a director.

Because DIFC and ADGM keep their own beneficial owner regimes, the federal Cabinet Decision No. 109 of 2023 does not apply there. Holding structures and family offices often sit in these zones, which I compared in DIFC, ADGM and RAK holding companies, foundations and trusts.

Free Zones: DMCC, JAFZA, RAKEZ and Others Each Set Their Own Rule

DMCC: every company needs a secretary

The DMCCA Company Regulations 2024 are explicit: Article 56.1 says every company must have a secretary, and a branch may have one. Special purpose vehicles are exempt under Article 56.2. The secretary need not be a natural person, so a corporate service provider can hold the role, and anyone disqualified for dishonesty or by a regulator cannot. DMCC companies also keep a shareholder register, an officer register, a security register and a minutes register.

JAFZA: director, manager and secretary

Under the JAFZ Companies Regulations 2016, an FZE or FZCO must have at least one director, a manager named on its licence, and a secretary. A public company in JAFZA needs at least two directors and a secretary. A shareholder, director or the secretary can also act as the manager, which keeps small companies practical.

RAKEZ: optional, but not for a director

The RAKEZ Companies Regulations take the opposite view. Regulation 57 says a company may have a secretary, and that a secretary cannot be a director. Every RAKEZ entity must still have a manager, and a shareholder, director or secretary can also be appointed as the manager.

Other free zones

Many other zones, including SPARK in Sharjah, list a secretary among the officers on their amendment forms without publishing a clear rule on whether every company needs one. Your company’s memorandum and articles of association, and the officer details on your registration, are the documents that decide it. If a secretary is named there, the role has to be filled and kept up to date.

Company Secretary Rules in the SPARK (SRTIP) Free Zone

SPARK, the free zone run by the Sharjah Research, Technology and Innovation Park and still widely searched as SRTIP free zone, lists “secretary change” among the officer amendments a company can file, alongside director, manager and authorised signatory changes. I have not found a published SPARK rule making the role mandatory for every company, so the answer depends on the officers set out in your incorporation documents.

In practice, I settle the secretary question at the formation stage. When I map a founder’s SPARK free zone business activities and shareholder structure, I also fix who will act as manager, director and, where the documents require it, secretary. That avoids a paid amendment later. The SPARK free zone setup process shows where officer details enter the application, and SPARK free zone cost 2026 covers the package and amendment costs.

Consultancies and startups in the SRTIP SPARK accelerator or the SAIA accelerator should be stricter, not looser. Investors run due diligence on registers and resolutions before they fund. For the wider picture of the zone, start with my SPARK free zone guide, SPARK for consultants or the SPARK visa guide. If you are still comparing zones, the five Sharjah free zones compared and who should not choose SPARK set out where officer and compliance requirements differ.

Who Can Act as a Company Secretary in UAE Companies?

The rules on who can act as a company secretary in UAE free zones also differ by zone, and they matter more than most founders expect.

A sole founder in a zone that requires a secretary therefore needs a second person or a corporate service provider in the role. This is one of the most common reasons an apparently simple single-shareholder company ends up paying for outside company secretarial services in Dubai.

What Secretarial Services in UAE Actually Cover

Whether or not the law requires a company secretary in UAE companies like yours, the same core tasks come up in every jurisdiction. When you compare providers of secretarial services in UAE, check that these are included rather than charged as extras:

• Keeping statutory registers: shareholders, directors and officers, beneficial owners, and minutes
• Drafting board and shareholder resolutions for appointments, share transfers, bank mandates and dividends
• Organising the annual general meeting or written resolutions, and keeping the minutes
• Filing officer and shareholder changes with the registrar within the deadline
• Updating beneficial owner details within 15 days of a change in mainland and non-financial free zones
• Supporting licence renewals so the registered details match reality
• Preparing the documents banks and auditors request during KYC and audit

Skipping this work is expensive. The federal beneficial owner rules carry fines that start at five figures in dirhams for a missing register, which is far more than a year of outside support. Records also feed directly into the audit requirements and corporate tax record-keeping.

How to Decide Whether You Need a Company Secretary in UAE

Use these four questions to settle it for your company.

1. Where is the company licensed? Check the table above, then your zone’s current regulations.
2. What do your articles of association say? If they name a secretary, the role must be filled even in a zone where it is optional.
3. Are you public, listed or raising investment? Public companies and investor-backed companies need formal secretarial support regardless of the minimum rule.
4. Who will keep the records if nobody holds the title? In a mainland LLC or an ADGM private company, the duty falls on the manager or directors by default.

If you are still choosing a structure, these rules are worth weighing alongside cost and visas. The mainland vs free zone vs offshore comparison covers the broader trade-offs, and foreign parents opening a branch of a foreign company face a separate set of filing rules.

Five Company Secretary Mistakes I See in UAE Setups

Most problems with a company secretary in UAE companies are not legal disputes. They are small set-up errors that surface later, usually when a bank, buyer or investor asks for paperwork.

1. Assuming “free zone” means no secretary. A founder moves from a RAKEZ company to a DMCC company and assumes the same rule applies. It does not: DMCC requires the role and RAKEZ does not.
2. Naming the only director as secretary in RAKEZ. The RAKEZ regulations bar a director from acting as secretary, so a one-person company that wants a secretary needs someone else in the role.
3. Leaving a former employee as secretary. When the named secretary leaves and nobody files the change, the registrar’s records go stale, and the next amendment or renewal is delayed until the officer details are corrected.
4. Keeping no minutes because the title is optional. In a mainland LLC or an ADGM private company, the secretary title is optional, but the minutes, registers and resolutions are not. Directors and managers carry that duty.
5. Buying a secretarial package that excludes the real work. Some quotes cover only the nominee title. Check that register updates, beneficial owner filings and resolutions are included.

Each of these costs far more to fix later than to set up correctly at incorporation, which is why I treat officer appointments as part of the setup decision, not an afterthought.

My Approach: Fix the Officers Before You File

Most business setup consultants help you register a company. I help you make informed business decisions before you invest.

For decisions about a company secretary in UAE companies, that means I check your chosen jurisdiction’s officer rules before the application goes in, so the right people are named as director, manager and secretary from day one. If your zone does not require a secretary, I will tell you, and set up a simple records routine so the work still gets done. If it does, I will show you whether a co-founder, a manager or a corporate provider is the cheapest compliant option.

My advisory process focuses on helping you reduce uncertainty and make confident decisions, not just complete documentation.

What you can expect when you work with me:

• Business idea validation before you commit to a jurisdiction
• Market research on your customers and where they are based
• Competitor analysis to see how similar companies are structured
• Jurisdiction selection between mainland, DIFC, ADGM and free zones
• An officer plan naming director, manager and secretary where required
• A check of your memorandum and articles before you sign them
• A statutory register and minutes template set up at incorporation
• A beneficial owner register and 15-day update routine
• Financial feasibility and startup cost estimation
• Corporate tax and audit planning for your structure
• Business bank account strategy and KYC document preparation
• Investor and employment visa planning for you and your team

The objective is simple: help you start your business with clarity, confidence and a long-term strategy. See how I handle ongoing filings in corporate support and company secretarial services, or book a free consultation to check your jurisdiction.

Frequently Asked Questions

Is a company secretary in UAE companies mandatory?

It depends on the jurisdiction. Mainland LLCs and private companies in the DIFC and ADGM do not need one. Public companies in the DIFC and ADGM, listed public joint stock companies, DMCC companies and JAFZA FZEs and FZCOs do.

Does a DMCC company need a company secretary?

Yes. Article 56.1 of the DMCCA Company Regulations 2024 requires every company to have a secretary. Special purpose vehicles are exempt, and a branch may appoint one but does not have to.

Does a JAFZA company need a company secretary?

Yes. Under the JAFZ Companies Regulations 2016, an FZE or FZCO must have at least one director, a manager named on the licence, and a secretary. A public company needs at least two directors and a secretary.

Is a company secretary required in RAKEZ?

No. Regulation 57 of the RAKEZ Companies Regulations says a company may have a secretary, and that the secretary cannot be a director. Every RAKEZ entity must still have a manager.

Can a company act as a company secretary in the UAE?

In DMCC, yes: the regulations say the secretary need not be a natural person, so a corporate service provider can hold the role. In other zones, check the zone regulations and your articles of association.

Do listed companies in the UAE need a board secretary?

Yes. SCA Chairman Decision No. 3/R.M of 2020 on corporate governance for public joint stock companies requires the board to appoint a board secretary and sets out the role’s functions.

Does a SPARK free zone company need a company secretary?

SPARK lists secretary changes among its officer amendments, but I have not found a published rule making the role mandatory for every company. Check the officers named in your incorporation documents, which decide it.

Can I be my own company secretary in the UAE?

In some jurisdictions. DMCC does not prohibit a director from also acting as secretary, but RAKEZ does. In a mainland LLC or an ADGM private company no secretary is needed, so the manager or directors keep the records themselves.

Related Reading

• Dubai Company Secretarial Work Without a Company Secretary
• UAE Corporate Compliance and Company Secretarial Support
• UAE Commercial Companies Law Amendments 2026
• UAE Audit Requirements 2026
• SPARK Free Zone Sharjah (formerly SRTIP): 2026 Guide
• SPARK Free Zone Business Activities 2026
• SRTIP SPARK Accelerator: What It Offers Founders
• Mainland vs Free Zone vs Offshore in 2026