LLC Manager Resigns or Their Term Ends: The 30-Day and 6-Month Rules in the UAE
Last checked: 9 November 2026. We re-check fees, deadlines and rules every quarter.
A manager leaves, a contract runs out, or a board of managers reaches the end of its term. In a UAE limited liability company (LLC), each of those moments starts a clock. Article 85 of the Commercial Companies Law, as replaced by Federal Decree-Law No. 20 of 2025, sets those clocks: 30 days in some places, 6 months in another, and up to one year when the authority steps in.
This guide explains the four situations Article 85 covers, the time limit in each, what the company has to do, and what to check in your own documents. We read the replacement text of Article 85 in the decree published on the Ministry of Economy and Tourism website. The English wording is our own translation of the Arabic, so treat it as a plain-language summary.
Key takeaways
- A manager who resigns in writing sends the letter to the general assembly and a copy to the competent authority. The assembly has 30 days to decide.
- If the assembly does not decide within those 30 days, the resignation takes effect once the period ends, unless the incorporation contract or the manager’s appointment contract says otherwise.
- When a manager’s appointment term ends without renewal, the company has up to 30 days to tell the authority and name a replacement.
- If a board of managers’ term ends and no new board is formed, the old board can keep running the company for up to 6 months.
- After those 6 months the authority can appoint a manager or board for up to one year, during which a general assembly must be called to elect a board.
- Free zone companies follow their own authority’s rules where those rules cover the point, so check yours before you rely on these deadlines.
The four situations at a glance
| Situation | What Article 85 provides | Time limit |
|---|---|---|
| Removing a manager | The general assembly can remove the manager, whether or not the manager is a partner. A court can also remove a manager at the request of one or more partners if there is a legitimate reason | No fixed period |
| A manager resigns | Written resignation to the general assembly, with a copy to the competent authority. The assembly decides, or the resignation takes effect when the period ends | 30 days from submission |
| An appointment term ends | The company notifies the competent authority and appoints a replacement | Up to 30 days from the end of the term |
| A board of managers’ term ends | The old board continues to run the company. The assembly must then form a new board, or the authority can appoint one | 6 months for the old board, then up to one year for an appointed manager or board |
Every one of these rules begins with the same caveat in the text: it applies unless the incorporation contract or the manager’s appointment contract says otherwise. Your own documents come first, so read them before you count days.
Removing a manager
Unless your contracts provide differently, the general assembly removes a manager by a decision, and the manager can be a partner or an outsider. The assembly is the meeting of the partners, so the decision follows whatever voting rules your incorporation contract sets.
A partner who cannot get the assembly to act has a second route. One or more partners can ask a court to remove the manager, and the court can do so if it sees a legitimate reason. The text does not list what counts as a legitimate reason, so a partner planning this step should expect to have to prove one.
When a manager resigns
A manager can resign by sending a written resignation to the general assembly. The manager must also give the competent authority a copy. The assembly then has 30 days from the date the resignation was submitted to decide on it. If it says nothing, the resignation is treated as effective after those 30 days, unless the contracts provide differently.
Two practical points follow. First, the date the letter reaches the assembly starts the clock, so keep proof of delivery. Second, a company that wants to keep the manager, or needs time to find a successor, cannot rely on silence. If the assembly does nothing, the manager is out after 30 days.
When an appointment term ends
Many managers are appointed under a contract with a fixed term. When that term ends and the contract is not renewed, the company has a maximum of 30 days from the end date to do two things: tell the competent authority, and appoint someone to replace the manager within the same period.
The simplest way to avoid trouble is to diarize the end date of every manager’s appointment contract, with a reminder at least 60 days before it. A company that renews the manager in time has nothing to notify. A company that lets the date pass is on the 30 day clock.
When a board of managers’ term ends
Some LLCs run under a board of managers. If the term of the board ends and the board is not re-formed, the existing board keeps running the company for up to 6 months from the end of the term. Day to day business continues, but the clock is running.
As soon as the 6 months are over, the general assembly must form a board. If it does not, the competent authority can step in, working with the bodies responsible for the company’s activity where there are any. The authority can appoint a manager or a board of managers, from among the partners or from outside, for a period of up to one year. During that year, a general assembly must be called to elect the members of the board.
Three timelines
| Case | What happens |
|---|---|
| A manager emails a resignation on 1 March, and the partners do not reply | The assembly has until 31 March to decide. With no decision, the resignation is effective once those 30 days have passed, so the company needs a replacement in place by then |
| A manager’s contract expires on 30 June and is not renewed | The company has until 30 July to tell the authority and appoint a replacement |
| A board’s term ends on 31 December and no election is held | The old board can keep running the company until 30 June. If no new board is formed by then, the authority can appoint a manager or board for up to one year |
The dates above are our own illustrations of the periods in the text. The article counts the periods in days and months, so confirm how your authority counts them in practice.
What to check in your documents
- Open the incorporation contract and find the clauses on appointing, removing and replacing managers.
- Check each manager’s appointment contract for a term and for any notice period for resignation.
- Note who in the company receives a resignation letter, and how the general assembly meets and votes.
- Write the end date of each appointment term in the company calendar, with a reminder 60 days ahead.
- Decide who tells the competent authority when a manager leaves, so the 30 day notice is not missed.
If your contracts are silent on these points, the periods in Article 85 apply as written. If they say something different, they usually win, because the article opens each rule with an exception for what the contracts provide.
Free zone companies
The decree also amends Article 5, which says the Commercial Companies Law does not apply to free zone companies on matters where the free zone’s own laws or regulations have a specific provision. A free zone company should read its authority’s regulations on manager changes before applying the periods in this guide, and a company that operates through a mainland branch should check which rules cover the branch.
Related reading
- Which entity type you pick shapes who can manage it, so see our comparison of UAE company legal structures.
- Management changes are easier when the partners have agreed the rules in advance, as our guide to the shareholders agreement in the UAE explains.
- The incorporation contract sets the starting rules, which our explainer on the Memorandum of Association covers.
- If you are setting up an LLC, read how to start an LLC in Dubai for ownership, cost and process.
- Management changes belong on the yearly list in our UAE company annual compliance checklist.
- For the other changes in the same decree, see what the 2025 Commercial Companies Law changes mean.
- Our sister site companyformationinuae.com covers more UAE company rules.
What we could not confirm
We read the replacement text of Article 85 in Federal Decree-Law No. 20 of 2025, which is listed on the Ministry of Economy and Tourism legislation page. We did not read the full chapter on limited liability companies or any implementing resolution. We also did not confirm which body counts as the competent authority for your company, the form of the notice to it, or any fee. Ask the authority that issued your license. If a manager change is urgent, take advice from a UAE corporate lawyer before you act.
Frequently Asked Questions
30 days from the date the written resignation was submitted. If the assembly does not decide in that time, the resignation takes effect once the period ends, unless the incorporation contract or the appointment contract says otherwise.
The manager submits it in writing to the general assembly and gives a copy to the competent authority.
The company has up to 30 days from the end of the term to notify the competent authority and appoint a replacement.
Up to 6 months from the end of the term. After that the general assembly must form a board, or the authority can appoint a manager or board for up to one year.
Yes. One or more partners can ask the court, which can remove the manager if it sees a legitimate reason. The assembly can also remove a manager by its own decision.
Free zone companies follow their own authority's rules on points where those rules have a specific provision. Check your free zone's regulations before you rely on these periods.
