When can a UAE company manager be personally liable for losses?

An LLC's separate legal personality does not remove a manager's own statutory responsibilities. Under the UAE Commercial Companies Law, personal liability can arise for specified misconduct; it does not arise merely because the business loses money. The company type, applicable rules, manager's powers and cause of the loss must be established.

Published by: Dr. Karamali BahramiBusinessUnited Arab EmiratesSources checked:
  1. Article 84 addresses an LLC manager's fraud, misuse of powers, breaches of applicable law, the memorandum or appointment contract, and gross error. A claimant must identify the relevant conduct and its connection to the loss claimed; an unsuccessful business decision alone does not answer that question.

  2. Check the registered company form, appointment and signing powers. A partner, manager and guarantor occupy different legal positions, even when one person holds several roles. An internal dispute over a manager's authority does not automatically invalidate the company's obligations to third parties.

  3. Keep approval records, accounts, meeting minutes and explanations for major transactions. These help assess the decision and responsibility of those involved. The applicable free-zone legislation may contain different duties and remedies, so LLC rules should not be applied to every UAE entity.

A practical next step

Collect the licence, memorandum, appointment terms and disputed transaction records. Ask a legal consultant to separate the company's contractual obligations, management liability and any personal guarantee before making or settling a claim.

Official sources

  • Commercial Companies Law — Articles 5, 21–25, 71 and 83–84

Adapted from a photo post shared on Dr. Bahrami’s Instagram and checked against official sources. This page provides the updated guidance.

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