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Every business goes through ownership changes at some point. Reasons can include either a new investor comes in, a shareholder exits or a family business passes to the next generation. Whatever the reason, the process that follows is the same: a share transfer in the UAE that must go through the right legal channels, in the right order and with the right documents.
This is where many business owners run into trouble, not because the process is overly complicated, but because they do not fully understand what it involves before they start. A share transfer in the UAE is a formal legal transaction governed by Federal Law. It is not simply a matter of two parties signing an agreement and moving on. If it’s done incorrectly, it can delay the update of your trade license, cause complications with immigration files, or create disputes between shareholders that take months to untangle.
This blog covers the process of share transfer UAE jurisdictions by jurisdiction, what the law requires, how it differs between jurisdictions and what documents you must prepare.
The legal foundation for share transfer in the UAE is the Federal Decree-Law No. 32 of 2021 on Commercial Companies (CCL). This law applies to all mainland companies and sets the baseline rules for how shares can be transferred in the LLCs and other corporate structures.
In October 2025, the UAE issued Federal Decree Law No. 20 of 2025, which brought important changes to the CCL. Three key changes from this amendment directly affect how businesses approach share transfers in 2026:
Multiple shares classes in LLC: Article 76 of the amendment allows LLCs to issue multiple classes of shares such as Class A and Class B with differential right regarding voting, redemption, entitlement to profits, and liquidation preferences. Earlier this was not possible for onshore companies.
Drag-along and tag-along rights: The law now formally recognises the drag-along and tag-along rights in LLCs and private joint stock companies, subject to pre-emption rules. These rights can now be embedded directly in the Memorandum of Association rather than relying solely on private shareholder agreements.
Re-domiciliation without liquidation: Companies can now transfer their resignation between emirates, Free Zones, and financial Free Zones without liquidation, retaining their legal identity, contracts and obligations.
The authority responsible for a share transfer depends on where your company is registered.
| Company Type | Regulating Authority |
|---|---|
| Dubai Mainland LLC | Department of Economy and Tourism (DET/DED) |
| Abu Dhabi Mainland LLC | Abu Dhabi Department of Economic Development |
| Commercial Free Zone (e.g., DMCC, JAFZA, DDA) | Respective Free Zone Authority |
| DIFC Company | DIFC Registrar of Companies |
| ADGM Company | ADGM Registration Authority (RA) |
The LLC is the most common business structure in the UAE mainland. The process runs through the relevant Department of Economic Development (DED) in the emirate where the company is registered.
Before anything else, review the company’s MOA. MOAs of private companies often set restrictions on share transfers, including pre-emption rights for existing partners. There may also be restrictions on the type of person who can acquire shares, such as family members in a family-owned business. If not handled properly, these rights and restrictions could slow down or stop the transfer.
Under Article 80 of Federal Decree-Law No. 32 of 2021, existing partners in an LLC hold statutory pre-emption rights over any shares being transferred to a third party. If a partner wishes to assign his/her membership interests to a person other than a partner in the company, they must notify the other partners through the manager of the assignee and the terms of the assignment.
Each partner may then request to redeem those membership interests within 30 days from the date of notifying the manager of the agreed-upon price. In the event of as dispute on the price, the interests shall be evaluated by one or more experts with technical and financial experience.
If no existing partner exercises this right within the 30-day window, the transfer can proceed to the third party. All remaining partners must formally waive their pre-emption rights before the DED will process the application.
The process begins with the physical submission of a share transfer application through the service centres of the DED. The company’s official representative, a manager, or one of the shareholders must attend. A person holding a Power of Attorney with the necessary authority may also submit the application on behalf of the company. The application contains information about the shares being transferred, the transferring party, and the receiving party.
Once the DED grants initial approval, the core documentation is prepared. To implement the transfer of shares in an onshore LLC, a separate short-form Arabic language share transfer agreement is required. If the share transfer agreement is drafted in bilingual form in Arabic and Englis it must be attested by a sworn translator in the UAE. Along with the share transfer agreement, the amendment to the current Memorandum of Association also needs to be signed by a notary.
Both these agreements are sometimes combined into one agreement covering both the transfer and the amendment of the MOA.
The Share Transfer Agreement and the Amendment to the MOA must be formally executed before a local notary public. In some instances, if the share transfer is between individuals, the DED can also execute these documents directly at the DED office. UAE residents can also access online notarization through the Dubai Courts website. Both existing and new shareholders, or their POA holders, should be present during the signing.
The notarised Share Transfer Agreement and MOA Amendment, along with all supporting documents, are submitted to the DED for registration. Upon payment of fees, the amended incorporation documents are generated and shared electronically. The DED then issues an updated trade license that reflects the new shareholder structure. This license is the official proof that the transfer has been completed.
The document checklist differs based on whether the incoming shareholder is an individual or a corporate entity.
All of the above
The constitutional documents, a certificate of good standing, an incorporation certificate or trade register extract, and a Power of Attorney must all be legalised by the UAE Embassy in the country of incorporation, attested at the Ministry of Foreign Affairs and International Cooperation in the UAE, and then translated into Arabic and attested by a sworn translator in the UAE.
Businesses registered in Free Zones such as DMCC, JAFZA, DDA, DAFZA, or similar they follow a broadly similar process to the mainland. However, each Free Zone authority manages its own submission portal, forms, own approval timeline.
The transfer of shares should be approved by the company’s board and shareholders officially through the issuance of a resolution.
Applicants are required to notify the Free Zone authority about the intended transfer and provide the required documents. Each Free Zone authority has its own rules, forms, and submission methods, typically accessed via online portals.
As an example, for DMCC one of the UAE’s largest Free Zones the transfer is submitted through the DMCC Member Portal. This is followed by selecting the appropriate category for the share transfer (either between existing shareholders, from an individual shareholder to a new shareholder, or from an existing company to a new company). This will be followed by payment of fees and submission of the completed share transfer application form to the DMCC.
After paring the applicable fees and obtaining an amended license with updated ownership details, the company must amend the MOA to reflect the change in shareholding. This should be duly notarised. Free Zone companies are also required to notify the relevant regulatory bodies covering their specific sector and the Federal Tax Authority (FTA) if the company is VAT-registered.
Key difference from mainland: For companies registered in commercial Free Zones, the existing shareholders and the buyer must sign the transfer documents before the relevant Free Zone authority rather than before a notary public. Constitutional documents of the buyer and seller resolutions may not need to be translated into Arabic.
The KYC process is carried out by the Free Zone authority for new shareholders in line with anti-money laundering regulations. There is a need for a certificate of no objection (NOC) from all relevant sectoral regulatory bodies. There should also be stamping of the agreement between the old and new shareholding.
Documents generally required (requirements vary by Free Zone always check the specific authority’s portal or guidelines):
Example: DMCC: Requires shareholders’ resolution, board resolution (if applicable), and supporting identification/legal documents submitted via the Member Portal.
DIFC and ADGM are financial Free Zones that operate under English common law with independent courts and their own company regulations. The share transfer process here is structurally different from both the mainland and commercial Free Zones.
Implementing a share transfer of an ADGM or DIFC entity involves completing and filing standard form documents on the ADGM portal or with the DIFC Registrar of Companies. These forms include an updated register of members, corporate resolutions, the main transfer instrument, ultimate beneficial owner documentation, and updated articles of association. Templates for all of these are available directly on the ADGM and DIFC websites.
There is no requirement for Arabic-language documents or notarisation before a UAE notary public. Documents are filed electronically through the relevant authority’s portal.
From the point of submission, the relevant authority typically takes time to review the documents and may make further inquiries regarding the transferor or transferee before issuing an updated commercial license. The commercial license is the document that evidences the transfer of legal title.
All templates are available on the ADGM Registration Authority portal and the DIFC Registrar of Companies portal.
Completing the transfer with the DED or Free Zone authority is not the final step. As per Cabinet Resolution No. 58 of 2020, later amended by Cabinet Resolution No. 109 of 2023, all entities operating in the UAE (on mainland and free zone), shall be required to ensure maintenance of the registers in an accurate manner.
The entity has to update the Register of Ultimate Beneficial Owners and the Register of Partners/Shareholders and inform the competent licensing authority within 15 days of discovering the change. The ultimate beneficial owner usually means any individual who owns at least 25 percent of the shareholding and voting rights.
Failure to comply can result in administrative penalties and potential restrictions on the company’s license.
A share transfer in the UAE follows a clear legal path, but that path looks different depending on where your company sits. When it comes to mainland vs Free Zone share transfer, the mainland LLCs go through the DED, require Arabic-language agreements, and mandate notarisation. While the Commercial free zones use their own portals and forms, and notarisation rules differ. DIFC and ADGM operate entirely under English common law, with digital submissions and no Arabic document requirements.
What all three jurisdictions have in common is this: the transfer is only complete once the trade license or commercial license is updated to reflect the new shareholder and the UBO register is updated within 15 days. Both steps are legal obligations, not optional formalities.
The amendments made to the Commercial Companies Law in 2025 have also provided UAE companies more freedom in terms of their structure with options for multiple share classes, drag-along/tag-along rights on statute, and re-domiciliation without liquidation. Any company planning to restructure would need to be aware of these developments.
