Quick Answer
Most private companies do not have to appoint a company secretary in Dubai. A mainland LLC has no such requirement under the Commercial Companies Law, and private companies in the DIFC and ADGM are not required to have one either. Only public companies in those two financial free zones must appoint a secretary.
The work a secretary would do still has to be done. A mainland LLC must keep a register of partners, hold a general assembly within four months of its financial year end, record the minutes in a register at its head office, and keep accounting records for at least five years. Every mainland and non-financial free zone company must also keep a beneficial owner register and update it within 15 days of any change, with fines of AED 20,000 to AED 100,000 for failures. This explains which obligations apply to you, what changed in 2026, and how to decide who should handle them.
Table of Contents
Do You Legally Need a Company Secretary in Dubai?
For most founders, no. The question I hear is usually “do I have to hire a company secretary in Dubai?”, and the honest answer depends on where your company is licensed and whether it is private or public.
| Where your company is licensed | Must you appoint a company secretary? | What still applies |
|---|---|---|
| Dubai mainland LLC | No requirement in the Commercial Companies Law | Partners register, annual general assembly, minutes register, accounting records, beneficial owner register |
| DIFC private company | No. A private company may or may not have one | Registers, including ultimate beneficial owners, and an annual confirmation statement |
| DIFC public company | Yes | Full public company governance |
| ADGM private company | No | Registers and filings under the ADGM Companies Regulations |
| ADGM public company | Yes | Full public company governance |
| Other free zones (DMCC, JAFZA, SPARK and others) | Set by each zone’s own regulations; most private entities do not need one | The zone’s registers and renewals, plus the federal beneficial owner rules |
In the ADGM, the rule is written plainly: a private company is not required to have a secretary. The DIFC Companies Law takes the same approach, with public companies the exception. If you are in another free zone, check your zone’s company regulations rather than assuming, because the rules are not identical.
Not needing the title is where most founders stop reading, and that is the mistake. The law removes the job title. It does not remove the job.
The Company Secretarial Work Your Dubai Company Must Do Anyway
Here is what a mainland LLC has to keep and do under Federal Decree-Law No. 32 of 2021 on Commercial Companies and the federal beneficial owner rules. None of it depends on whether you appoint a company secretary in Dubai.
| Obligation | What it means in practice | Legal basis |
|---|---|---|
| Register of partners | Each partner’s full name, nationality, date of birth and residence, plus every transaction on their shares and its date | Commercial Companies Law, Article 74 |
| Annual accounts and report | The manager prepares the balance sheet, profit and loss account and an annual report within three months of the financial year end | Article 87 |
| Annual general assembly | At least once a year, within four months of the financial year end | Article 92 |
| Meeting notice | At least 21 days before the meeting | Article 93 |
| Quorum | Partners holding at least 50% of the shares must attend for the meeting to be valid | Article 96 |
| Minutes register | Minutes and decisions recorded in a special register kept at the head office | Article 100 |
| Accounting records | Kept at the head office for at least five years from the financial year end | Article 26 |
| Beneficial owner register | Details of anyone owning or controlling 25% or more, directly or indirectly, updated within 15 days of becoming aware of a change | Cabinet Decision No. 109 of 2023, Articles 5 and 8 |
| Partners and shareholders data | A separate record of each partner’s or shareholder’s details | Cabinet Decision No. 109 of 2023, Article 10 |
| Nominee disclosure | A nominee board member must notify the company within 15 days | Cabinet Decision No. 109 of 2023, Article 9 |
| Tax records | Kept for seven years after the end of the tax period they relate to | Corporate Tax Law |
If your LLC has a single owner, there is no meeting of partners to call, but the owner’s decisions still need to be put in writing and kept. A bank, an auditor or a buyer will ask for them, and “we agreed it on WhatsApp” is not a record.
The beneficial owner rules in Cabinet Decision No. 109 of 2023 apply to mainland companies and non-financial free zones. They exclude companies wholly owned by the federal or local government and the financial free zones, which run their own beneficial owner regimes. So a DIFC or ADGM company is not off the hook; it follows its own zone’s register rules instead.
What It Costs When Company Secretarial Work Is Skipped
The direct fines sit in Cabinet Decision No. 132 of 2023, which sets the penalties for breaching the beneficial owner rules.
| Breach | First violation | Repeat violation |
|---|---|---|
| Not keeping a beneficial owner register | AED 50,000 | AED 100,000 |
| Not registering or updating beneficial owner details | AED 20,000 | AED 40,000 |
Repeated violations can also lead to the registrar suspending the trade licence. In my experience, though, the fines are rarely the most expensive part. The larger costs show up later, at moments you cannot postpone:
- Bank reviews. Banks ask for the current shareholder and beneficial owner position during periodic know-your-customer checks. Records that do not match the licence can freeze an account while you reconstruct them.
- Share transfers and new partners. A transfer is slower when the partners register and past resolutions are missing, because each earlier change has to be evidenced first.
- Raising capital or selling. An investor’s due diligence starts with the registers, minutes and resolutions. Gaps lower confidence and often the price.
- Audits and tax. Auditors need approved accounts and the decisions behind them, and the Federal Tax Authority can ask for records going back seven years. I covered who needs an audit in UAE audit requirements for 2026.
Three Company Secretarial Myths Still Sold in Dubai
Myth 1: “You still need to file an economic substance report.” Not for recent years. Cabinet Decision No. 98 of 2024 ended the economic substance regime for financial years ending after 31 December 2022, and penalties paid for those later periods were to be refunded. If someone is still quoting you for an annual ESR filing, ask which year it covers.
Myth 2: “Your PRO or setup agent keeps your registers.” Usually not. A PRO renews your licence and handles visas and government transactions, which I explain in PRO services in Dubai. Keeping the partners register, the beneficial owner register and the minutes is a different job, and unless it is written into someone’s scope, it is nobody’s job.
Myth 3: “Free zone companies don’t need minutes.” Free zone regulations differ from the mainland, but a company’s decisions on dividends, new shareholders, managers and bank signatories still need to be documented. Banks and auditors ask for them regardless of where you are licensed.
What the 2026 Company Law Amendments Add to the Workload
Federal Decree-Law No. 20 of 2025, in force from 1 January 2026, amended the Commercial Companies Law in ways that create new secretarial events for mainland companies:
- LLCs may now issue multiple classes of shares with different voting, dividend, redemption or liquidation rights, and those classes must be registered.
- Drag-along and tag-along rights can be written into the constitutional documents of onshore companies.
- Companies can move their registration between emirates, and between the mainland and free zones, while keeping the same legal entity.
- Free zone companies operating onshore are now also subject to the Commercial Companies Law.
Each of these needs resolutions, amended constitutional documents and updated registers. I walked through the amendments in detail in UAE Commercial Companies Law amendments 2026.
An Annual Company Secretarial Calendar for a Dubai Mainland LLC
This is the calendar I use as a starting point for a mainland LLC with a December year end. Adjust the months to your own financial year and add your free zone’s renewal and filing dates if you are licensed there.
| When | Task |
|---|---|
| Within 15 days of any change | Update the beneficial owner register and partners data; record nominee notifications |
| Within 3 months of year end (by 31 March) | Manager prepares the balance sheet, profit and loss account and annual report |
| At least 21 days before the meeting | Send the general assembly notice with the agenda |
| Within 4 months of year end (by 30 April) | Hold the general assembly, approve the accounts, appoint the auditor, decide on profits, and record the minutes |
| Within 9 months of the tax period end (by 30 September) | File the corporate tax return and pay any tax due |
| Before the licence expiry date | Renew the trade licence, checking that activities, partners and managers on the licence match your registers |
| Throughout the year | Board or partner resolutions for bank signatories, new contracts, share changes and dividends; keep accounting records for five years and tax records for seven |
Corporate tax and VAT have their own filing cycles, which I cover in corporate tax registration and VAT filing and VAT registration in 2026. The secretarial records are what connect them, because the approved accounts and resolutions are the evidence behind each return.
Who Should Do Your Company Secretarial Work?
You have three realistic options for the work of a company secretary in Dubai, and the right one depends on how complex your ownership is, not on the size of your revenue.
| Option | Fits when | Watch out for |
|---|---|---|
| You do it yourself | One owner, one company, no investors, and you are disciplined with records | The 15-day beneficial owner deadline is easy to miss when you are busy |
| Your accountant | The accountant already prepares your annual accounts and is happy to add resolutions and registers to the scope | Accounting firms often do the numbers but not the registers unless asked |
| A company secretarial provider | Several partners, corporate shareholders, a holding structure, share classes, investors, or plans to sell or raise capital | Make sure the scope names each register, the annual general assembly and the beneficial owner updates |
Ownership through another company is where things get complicated fastest, because the beneficial owner has to be traced through every layer. If that applies to you, my notes on holding companies versus personal ownership and branches of foreign companies show where the extra records come from.
My Approach: Set Up the Records Before You Need Them
Most business setup consultants help you register a company. I help you make informed business decisions before you invest.
For company secretarial work, that means deciding at formation who will own each register, who signs resolutions and when the annual general assembly falls, instead of discovering the gaps when a bank or buyer asks. A company that starts with a clean partners register, a beneficial owner register and a dated minutes book spends minutes, not weeks, answering a due diligence request. If you want that handled, my company secretarial services in UAE cover the registers, resolutions, annual meetings and beneficial owner updates.
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:
- A check of which secretarial obligations apply to your licence and structure
- A partners register and beneficial owner register set up from day one
- Beneficial owner updates filed within the 15-day window
- Annual general assembly notices, agendas and minutes
- Resolutions for bank signatories, dividends, managers and share changes
- Support for share classes and redomiciliation under the 2026 amendments
- A yearly compliance calendar matched to your financial year
- Coordination with your accountant and auditor on approved accounts
- Licence renewal checks so your licence matches your registers
- Record keeping that meets the five-year company and seven-year tax periods
- Due diligence packs when you raise capital, add a partner or sell
- Business bank account strategy and KYC document support
The objective is simple: help you start your business with clarity, confidence and a long-term strategy.
Does Your Company Need Outside Help?
You can probably handle this without a company secretary in Dubai if you are the only owner, have no investors, keep your documents in one place and will diarise the annual meeting and the 15-day update rule. You should get help if your company has more than one partner, a corporate shareholder, nominee arrangements, a planned share transfer or investment, or a licence in a zone whose rules you have not read. In those cases the cost of a professional is small next to a frozen bank account or a stalled deal.
Frequently Asked Questions
Do I need a company secretary in Dubai?
Not for most private companies. A mainland LLC has no requirement under the Commercial Companies Law, and private companies in the DIFC and ADGM are not required to appoint one. Public companies in the DIFC and ADGM must have a secretary.
What company secretarial work does a Dubai LLC have to do?
It must keep a register of partners, hold a general assembly within four months of the financial year end with 21 days’ notice, record minutes in a register at its head office, keep accounting records for five years, and keep a beneficial owner register updated within 15 days of any change.
What are company secretarial services in UAE?
They cover keeping statutory registers, preparing resolutions and minutes, organising annual general assemblies, filing beneficial owner updates, and keeping the company’s records in line with its licence. A provider does this work whether or not anyone holds the company secretary title.
What is the fine for not keeping a beneficial owner register in the UAE?
Under Cabinet Decision No. 132 of 2023, failing to keep the register is AED 50,000 for a first violation and AED 100,000 for a repeat. Failing to register or update beneficial owner details is AED 20,000, rising to AED 40,000 on repeat.
How quickly must beneficial owner changes be updated?
Within 15 days of the company becoming aware of the change, under Article 8 of Cabinet Decision No. 109 of 2023. A nominee board member must also notify the company of that status within 15 days.
Do UAE companies still need to file economic substance reports?
No, not for recent years. Cabinet Decision No. 98 of 2024 ended the economic substance regime for financial years ending after 31 December 2022, and penalties paid for those periods were to be refunded.
How long must a Dubai company keep its records?
The Commercial Companies Law requires accounting records to be kept at the head office for at least five years from the financial year end. Corporate tax records must be kept for seven years after the end of the tax period they relate to.
Does a free zone company need company secretarial work?
Yes. Most private free zone companies do not need to appoint a secretary, but they still keep the registers and filings their zone requires, follow the federal beneficial owner rules if they are not in a financial free zone, and document key decisions for banks and auditors.
Related Reading
- UAE Corporate Compliance and Company Secretarial Support
- UAE Commercial Companies Law Amendments 2026
- UAE Audit Requirements 2026: Who Must Audit, and Why
- UAE Anti-Evasion Tax Laws 2026
- UAE E-Invoicing 2026-2027: Deadlines and How to Prepare
- UAE Accounting and Audit Services
- DIFC, ADGM and RAK Wealth Succession for UAE Families
- Mainland vs Free Zone vs Offshore in 2026