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Businesses rarely remain structured the same way for long. Over time, the ownership evolves as a business grows, adapts, and responds to new opportunities. Sometimes a partner wants to exit, an investor comes on board, or a family business moves to the next generation. The reasons for this can vary widely from strategic expansion and financial restructuring to personal decisions or succession planning.
However, regardless of the cause, the need to change shareholder in a Dubai company is one of the most common ownership events that business owners face and one of the most paperwork intensive if you go in unprepared.
Dubai’s regulatory environment manages share transfer or shareholder changes through a clear, formalised process. Whether your company is established on the mainland under the Dubai Department of Economy and Tourism (DET) or in a Free Zone, the steps follow a defined sequence. Missing any step could lead to delays, penalties, or rejection.
This guide breaks down the entire process of changing shareholder in a Dubai company covering what you need to prepare, what each authority expects, what it costs, and where businesses most commonly trip.
Before reviewing any documents, you must understand the legal basis for company’s ownership modifications in Dubai, UAE.
The major legislation governing this area is Federal Decree Law 32 of 2021, which relates to Commercial Companies Law (CCL). It was designed to completely change and update the corporate structure in the UAE. A major aspect of that change was to remove the old requirement for 51% local ownership in most mainland business activities. This now allows 100% foreign ownership in most mainland activities, with only limited restrictions for certain strategic activities as outlined in Cabinet Resolution No. 55 of 2021.
In October 2025, the government took further action. Federal Decree Law No. 20 of 2025 also created a series of new amendments to the Commercial Companies Law that are designed to provide greater emphasis on issues such as governance, minority protection, capital flexibility and transparency.
Two changes that directly impact shareholders:
First, mainland Limited Liability Companies (LLCs) can now issue multiple classes of shares with differentiated rights, including variations in voting, dividends, redemption, and liquidation priorities. This is a major structural shift that allows businesses to create more tailored ownership arrangements without going offshore.
Second, the law now expressly permits LLCs and private joint stock companies to incorporate drag along and tagalong rights directly within their Memorandum of Association. This change gives these exit mechanisms a stronger legal footing than what a private shareholders’ agreements alone could previously provide.
On a practical note, companies must notify both the competent authority and the registrar in writing within fifteen business days of any amendment or change in registered details. These details include name, address, share capital, number of shareholders, or legal form.
The process diverges significantly depending on where your company holds its license. Getting this distinction wrong will cost you both your crucial time and money.
Mainland companies fall under DET’s jurisdiction. All documentation goes through DET service centres, and every amendment to the Memorandum of Association requires notarisation before a UAE notary public.
Free Zone companies follow the rules of their specific authority. DMCC, JAFZA, RAKEZ, DDA each runs its own portal and sets its own forms, timelines, and fee schedules. While the steps are broadly similar to those for mainland, which includes shareholder approval, share transfer agreement, updated MOA, and regulatory approval from each Free Zone authority as they have their own rules, forms, and submission methods.
One main difference the UAE applies is no capital gains tax and no stamp duty on share transfers in private companies, but notarisation and DET or Free Zone authority registration fees do apply.
When you plan to change shareholder in your company, document readiness determines how fast the whole process moves. Incomplete documentation is the primary reason for delays.
Additional corporate documents are required, including a Certificate of Incorporation, Articles of Association, and Memorandum of Association, alongside documents relating to that company’s own directors and shareholders
A non-negotiable prerequisite is the company’s trade license must be valid and all outstanding government fees is fully paid before the application goes in. Any pending license renewal or government fee will result in immediate rejection.
Following are the steps to change a shareholder in an LLC in Mainland Dubai:
The process begins with a physical application to the DET, either through their e-service portal or at a DET service centre. The company’s official representative, a manager, a shareholder, or someone holding a valid Power of Attorney can submit the application. The application must capture the transfer details such as: who is transferring the shares, who is receiving them, and what percentage of shares are being transferred.
DET reviews the application and issues an initial approval. This approval serves as a clearance to proceed with drafting the legal documents.
Once you receive the initial approval from the DET; the Share Transfer Agreement (or Share Sale and Purchase Agreement) and the MOA Amendment must be prepared together. In this agreement, the following components need to be mentioned: new shareholder, the number of shares, the percentage of shares that will be transferred, the price, and more.
All current and new shareholders (or their representatives) need to sign the document. The signed Share Transfer Agreement and MOA Amendment should be notarised. Residents of the UAE can use the Dubai Courts Online Notary facility for notarisation.
Once notarisation is complete, the full package goes back to DET for final processing. DET then issues a payment voucher showing the applicable government fees. After payment, the amended incorporation documents are generated electronically.
Note on costs: Government fees include DET license amendment charges and notary fees for the MOA amendment. Additional costs typically cover legal drafting, translation (if required), and attestation services. Exact fee varies depending on the share capital, complexity of the transfer, and any promotional fee waivers offered by DET from time to time.
After successful processing and payment of fee, DET issues an updated trade license along with the amended corporate documents reflecting the new shareholder structure.
For a straightforward and clean share transfer with complete documentation, the entire process usually takes 1 to 2 weeks.
The steps to change a shareholder in a Dubai Free Zone company (such as DMCC, JAFZA, or others) are as follows:
Prepare a Shareholders’ Resolution that endorses the share transfer. Include a Share Transfer Agreement or Share Sale and Purchase Agreement, stating the names of the transferor and transferee, as well as the exact number and percentage of shares being transferred, along with their price.
Login to your respective Free Zone’s website like the DMCC Member Portal or the Dubai Trade Portal in case of JAFZA. Choose the share transfer option on the site and provide all the necessary information. Upload relevant documents (passports/Emirates ID cards of new shareholders and the company’s documents, if the buyer is a company), and then submit the application.
The Free Zone authority reviews the application and issues a payment voucher for the applicable government fees. Once the fee has been paid, the authority acts on the application and issues an amended trade license with the updated shareholder details.
Post amendments to the license, update the MOA by showing the updated capital structure. This is to be signed by all current and newly added shareholders or duly authorized persons. Notarisation of this amended document is required, which may be done through the online Dubai Court portal.
After the government filing, there still remains one critical obligation. Every company must inform its bank of the ownership change under anti-money laundering and KYC frameworks.
The implications differ significantly depending on how much of the company changes hands.
Jurisdiction-Specific Requirements:
Note: Plan this carefully. If your transfer crosses the 50% threshold, you need to manage the banking transition in parallel with the regulatory process. Waiting until after registration to inform the bank can leave your company without access to its accounts at a critical moment.
The shareholder change does not end once the new trade license arrives. Two compliance obligations follow immediately.
Update UBO Register: A UBO Register is an official record that identifies the owners who ultimately own or control a company. The company should prepare an updated UBO Register, which consists of the UBOs of the company with shares holding 25 percent or more in the company, and send it to the DET for verification. Failure in updating the UBO Register post a sale of shares will be considered a violation, followed by penalties.
Renew Tax Records: If the company is registered for VAT, the Federal Tax Authority must be informed about the changes of new shareholder. In case the company is liable to pay corporate taxes on their 9 percent taxable income, the tax information must also include any changes in ownership.
Changing a shareholder in a Dubai company needs taking care of the details and following the rules. After reading this guide, take these steps: prepare your documents, update your Memorandum of Association, get them notarised, talk to your bank, and submit your share transfer form to the Dubai Economic Department or the Free Zone authority. Keep track of all approvals.
Most transfers are finished in one to two weeks. More complex cases with corporate shareholders or multiple locations can take six to eight weeks. A small mistake can delay the process, so it’s helpful to get professional help, especially for first-time transfers or if you’re transferring more than 50%.
Contact Stratrich Consulting today to help you change your shareholder smoothly, safely, and quickly.
