CMA Circular of 2025 · UAE Federal
Clarifies how public joint stock companies must hold their annual general meetings for 2025 under the Commercial Companies Law and the Governance Guide, including timing, quorum, the 2025 governance report and auditor-related requirements.
The Capital Market Authority's Circular on Annual General Meetings of Public Joint-Stock Companies for 2025 is a consolidated checklist for listed companies holding their 2025 AGMs. It covers approval of the invitation, notice periods, quorum, proxies, remote participation, board elections, the integrated and governance reports, auditor rotation, board pay, dividends and related-party transactions. It restates and clarifies Federal Decree-Law No. 32 of 2021 on Commercial Companies and the Governance Guide approved by Decision No. 3/Chairman of 2020, as amended.
The AGM must be held within four months of the financial year end (Article 173). The board meeting that convenes it must take place at least 30 days before the AGM and be disclosed immediately. No invitation may be published until the Authority has approved it. The invitation must go out at least 21 days before the meeting (Article 174), carry the Article 179 agenda, and be published in Arabic and English. The quorum is 50% of the capital; failing that, a second meeting is held 5 to 15 days later and is quorate whatever the attendance. A proxy holder for several shareholders may not exceed 5% of the capital, and special resolutions need 75% of the shares represented. Minutes go to the Authority within 15 days.
AGMs are held in person with a remote option, which requires identity checks and recordings kept for ten years. Board nominations stay open for at least 10 days, the board must include at least one woman and a majority of independent members, and voting is by cumulative secret ballot. The integrated report, including the 2025 governance report, must be disclosed within three months of year end and at least 10 days before the AGM.
Auditors may serve at most six consecutive years, with partner rotation after three. Board pay is capped at 10% of net profit, or a lump sum of up to AED 200,000. Since 30 August 2025, combining the chairman and CEO roles requires three-quarters independent directors and a special resolution.
Public joint-stock companies listed on UAE markets, including banks and companies licensed by the Central Bank for the board election procedures, together with their boards, company secretaries, auditors, nominees and shareholders and proxies attending general assemblies.
English official text in 6 provisions. Open the full text or jump to a provision:
| Paragraph – First: General Provisions | AGM within four months of year end under Article 173; the board meeting convening it at least 30 days before the AGM, with immediate disclosure; supporting documents filed with the approval application. |
| Paragraph – Second: AGM Procedures | Invitation published only after Authority approval, at least 21 days before the meeting under Article 174, with the Article 179 agenda, on the company's and market's websites. |
| Paragraph – Second: Provisions Governing the GA | 50% quorum, with a second meeting 5 to 15 days later; proxies capped at 5% of capital; proxy signatures authenticated; special resolutions need 75%; minutes to the Authority within 15 days. |
| Paragraph – Third: Remote Participation | Founding GAs, AGMs and special-resolution GAs are held in person with remote access, requiring real-time audiovisual participation, identity verification and recordings kept for at least ten years. |
| Paragraph – Fourth: Election of Board Members | Approval application at least 25 days before the GA; nominations open at least 10 days; nominees published 2 days before; cumulative secret ballot; at least one female member and an independent majority. |
| Paragraph – Fifth: Integrated Report | Integrated report with board, auditor, governance and sustainability reports disclosed within three months of year end and at least 10 days before the AGM, using the 2025 governance report form. |
| Paragraph – Fifth: Appointment of Auditors | Auditor must be registered with the Authority; one-year renewable term; maximum six consecutive years, partner rotation after three, two-year cooling-off; ICFR assessment for the 2026 audit. |
| Paragraph – Fifth: Remuneration of the Board | Board pay up to 10% of net profit after depreciation and reserves; lump sum up to AED 200,000 where there are no or low profits; Authority fines deducted unless the AGM decides otherwise. |
| Paragraph – Fifth: Dividends and Related Parties | Cash dividends deposited on the tenth day and paid within 30 days; related-party transactions above 5% of capital need an Authority-approved valuer, and the related party may not vote. |
| Paragraph – Fifth: Chairman and CEO | Under Decision No. 24/Chairman of 2025, effective 30 August 2025, combining the roles requires permission in the articles, three-quarters independent directors, all-independent committees and a special resolution. |
The circular states that where a company fails to disclose the governance report on time or with the minimum content, measures will be taken under the Authority's regulations. Board members' remuneration is reduced by fines imposed for board breaches in the preceding year, unless the AGM decides otherwise.
Where we provide company secretarial support to a public joint-stock company, or to a shareholder voting at a listed company's AGM, we use this circular as the timetable and document checklist. That covers the board meeting 30 days ahead, the 21-day notice, nomination windows, proxy forms and their authentication, and filing the minutes within 15 days. For private joint-stock companies preparing to list, it shows early which governance changes will be needed: independent directors, female board representation, auditor rotation and the remuneration policy.
| Cites | Commercial Companies Law |
“Cites” and “Cited by” are built automatically from references in the full texts held in this library; they cover only instruments in the library.
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