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When ownership changes in UAE company whether through an investor exist, a new partnership, or a strategic acquisition, the process of share transfer in the UAE is anything but uniform. Where your company is registered determines which authority governs the transaction which documents you need, how long does it take and what it costs. Getting this wrong can delay a deal by weeks or expose the company to compliance risk.
This blog break downs the mainland vs freezone share transfer process in the UAE, covering the legal framework, procedural steps, timelines, costs and what changed following the 2025 amendments to the Commercial Companies Law.
A share transfer in the UAE is the legal process of passing ownership of a company, or part of it, from one person or entity to another. This can happen when an owner exits the company completely, when a new investor buys a share of the company, or when ownership is reorganized within a group. In simple terms, it means officially changing who owns the company’s shares.
The transfer process and required documents depends on the type of the company, and their registered location whether its mainland, Free Zone or offshore in respect of obtaining approval from the relevant authority in the UAE. This also requires amendment of the company’s Memorandum of Association (MOA), notarization, and official updates to company records with authorities.
Before any transfer proceed the company’s MOAs must be reviewed thoroughly. Most MOA carries pre-emption clauses (allow existing partners the right to buy shares prior to their transfer to third parties) that gives shareholders to first refusal on any outgoing shares. These rights must be addressed and resolved before the transfer proceeds, regardless of whether the company is registered in mainland or in Free Zone.
The process of share transfer for mainland companies, normally limited liability companies (LLCs) registered with the Department of Economic Development (DED) or the Department of Economy and Tourism (DET) in Dubai, involves several steps.
It is worth noting that the 14-day gazette publication requirement where a public notice of the share transfer is placed in an official gazette applies in Abu Dhabi and certain other emirates, but not in Dubai. Business owners in Dubai can therefore move through the final registration step without that additional waiting period.
For a mainland LLC share transfer in Dubai, the core document set includes:
Where the incoming shareholder is a foreign corporate entity, the requirements are more involved:
These documents must be attested at the Ministry of Foreign Affairs in the UAE and translated into Arabic by a sworn translator.
For larger transactions, merger control rules must be considered by the companies. Under Cabinet Decision No. 3 of 2025, mandatory pre-closing notification to the Ministry of Economy is required where the combined annual turnover of the parties exceeds AED 300 million or their combined market share exceeds 40%.
In those cases, the transaction cannot close until approval is received or the 90-day review period has passed a timeline that adds meaningful complexity to any deal on a scale.
The share transfer process for Free Zone companies in the UAE differs from mainland procedures because each Free Zone authority such as DMCC, IFZA, RAKEZ, JAFZA, and over 40 others operate as both the licensing authority and company registrar. As a result, each Free Zone has its own procedures, documentation requirements, and fee structure. This means no two Free Zones handle share transfers in exactly the same way.
1. The process begins with a formal notification to the relevant Free Zone authority, followed by submission of a share transfer application through the zone’s online portal. This is completed with the help of supporting documents, including passport copies of shareholders, a shareholder resolution approving the transfer, and details of the updated ownership structure.
2. The Free Zone authority reviews the application and supporting documents. During this stage, additional clarifications or documents may be requested depending on the complexity of the ownership change. Once satisfied, the authority grants approval for the transfer.
3. Upon approval, the company’s constitutional documents, typically the Memorandum of Association (MOA) or Articles of Association (AOA), are amended to reflect the new shareholding structure. A Share Transfer Resolution or Agreement may also be recorded as part of the process, depending on the Free Zone’s requirements.
4. The Free Zone authority then issues updated corporate documents, including:
5. All applicable government and administrative fees must be settled before the updated documents are released.
6. In certain Free Zones, additional steps may apply. For example, Dubai Multi Commodities Centre (DMCC) may require publication of a notice in a local newspaper during the review period before finalizing the transfer.
7. Different Free Zone authorities have different timelines for processing transactions; however, many jurisdictions utilize streamlined digital processes. For example, International Free Zone Authority (IFZA) takes 5-7 business days to finalize its administrative review, while Ras Al Khaimah Economic Zone (RAKEZ) also uses a portal-based approach to process transactions that include many industrial and manufacturing companies.
Most Free Zones do not require notarization of documents for transfer, unlike some mainland authorities. Instead, the authority that oversees transfers of ownership provides internal validation and records the transaction.
Regardless of Free Zone jurisdiction, companies registered under Value Added Tax (VAT) must notify the Federal Tax Authority of any change in ownership. Companies in regulated industries, including those providing financial services, healthcare, and real estate, may be required to seek approval from the relevant regulator(s) prior to completing a change in ownership.
The Free Zone share transfers tend to be faster which is one of the advantages that comes down to one structural difference:
It is important to note that if you are as part of the listed Corporate Entities you may be included in different ways (multiple shareholders/corporate entities, regulations) and hence it may take longer to complete your transfer to another Free Zone (even if it is in the same Free Zone). Also, because every Free Zone’s rules are unique, it is always prudent to confirm with the appropriate authorities what the specific requirements and timelines will be before beginning an application.
The UAE’s legal framework for the transfer of shares and corporate restructuring changed as Federal Decree-Law No. 20 of 2025 took effect on October 15, 2025. This will have an immediate effect on the transfer of company ownership and corporate restructuring. The most impactful amendments to the above are as follows:
One major amendment allows for the re-domiciliation of corporations in Free Zones and mainland. This means that corporations can now transfer their registration from one jurisdiction to another, e.g., from a Free Zone to mainland, or from a Free Zone to another Free Zone, without having to wind up or incorporate a new corporation. As such, the company maintains its legal existence, contracts, and corporate history between the date of the re-domiciliation and the new jurisdiction’s law or regulation.
Previously, re-domiciliation was highly technical and involved an entirely new corporation, which was a cost prohibitive and disruptive process for all involved. The new amendments to the law address these complications, though they still require approval from both shareholders and applicable government or regulatory agencies.
LLCs in Mainland China can now specify drag-along rights and tag-along rights directly in their MOA. Drag-along rights allow majority owners to compel minority owners to sell their shares as part of a larger transaction, while tag-along rights allow minority owners to participate in such transactions on similar terms. Including these rights directly in the MOA reduces the complexity of ownership transfers by eliminating the need for a separate agreement.
The amendments will allow LLCs in Mainland China to have multiple classes of shares with different rights, such as voting rights, the ability to receive dividends, and the terms under which shares can be redeemed. This will provide businesses with greater flexibility to structure investments, manage their ownership, and prepare for growth or succession; there will also be a better legal framework that is in line with current business practices.
A few compliance obligations apply universally, regardless of where the company is registered.
| Factor | Mainland (DET/DED) | Free Zone |
|---|---|---|
| Governing authority | Department of Economy & Tourism (DET) / Department of Economic Development (DED) | Respective Free Zone Authority (e.g., DMCC, IFZA, RAKEZ, JAFZA) |
| Notarisation required | Yes, UAE Notary Public or Dubai Courts (mandatory for MOA & STA) | Generally, not required (handled internally by the Free Zone authority) |
| Gazette publication | Required in Abu Dhabi and certain emirates; not required in Dubai | Not typically required |
| Licence amendment fees | Varies based on structure and approvals | Varies significantly by Free Zone (each authority has its own fee schedule) |
| MOA amendment handling | Requires external notarisation and official attestation | Managed internally by the Free Zone authority |
| Foreign corporate shareholders | Full legalisation, UAE Embassy attestation, MOFA attestation, and Arabic translation required | Requirements depend on Free Zone rules; usually simplified compared to mainland but still requires legalised documents for corporate shareholders |
Share transfers among UAE companies are a regulated but straightforward process when managed correctly. Mainland transactions require notarisation and registration through the Department of Economy and Tourism. For businesses with a Free Zone company setup, transfers are typically handled more quickly by the relevant authority, depending on internal procedures.
The key next steps to follow when you are confused about mainland vs Free Zone share transfer: the first step is to review the company’s Memorandum of Association to identify any transfer restrictions or pre-emption rights. Then confirm the exact requirements with the relevant authority for your jurisdiction and ensure all shareholder and corporate documents are prepared in advance to avoid delays.
In most cases, engaging a licensed corporate services provider such as Stratrich Consulting or legal advisor at the outset helps streamline approvals, manage documentation, and ensure the transfer is completed efficiently and in compliance with UAE regulations.
