How to Legally Transfer Shares in a UAE Company
Share transfers are a common part of business growth—whether due to investment, restructuring, partner exit, or ownership changes. In the UAE, the process is strictly regulated, and even small mistakes can cause delays, rejected applications, or legal disputes. This guide explains how to legally transfer shares in a UAE company and how Adv. Saif Al Shamsi, Founder of TLG – The Legal Group, ensures smooth, compliant transactions.
1. Understand the Company Structure
The legal steps for a share transfer depend on whether your business is:
- Mainland LLC (Limited Liability Company)
- Free Zone company (DMCC, DIFC, RAKEZ, etc.)
- Civil company or partnership
Each jurisdiction has its own rules, required approvals, and transfer procedures. Mainland transfers involve the Dubai Economic Department (DED), while free zone transfers are handled internally by the relevant authority.
2. Review the MOA and Shareholder Agreements
Before initiating a transfer, companies must review:
- Memorandum of Association (MOA)
- Shareholder Agreement (if applicable)
These documents outline the process for selling or transferring shares, including:
- Pre-emption rights
- Valuation method
- Voting requirements
- Restrictions on transfer
If these documents are unclear or outdated, legal interpretation becomes critical.
3. Board/Shareholder Resolutions
A formal resolution approving the transfer is mandatory. It must be signed by all existing shareholders, notarized (for Mainland), and submitted to the relevant authority.
4. Share Purchase Agreement (SPA)
The SPA outlines the commercial terms of the transfer, including:
- Number of shares sold
- Price and payment terms
- Responsibilities of buyer and seller
- Effective transfer date
A legally drafted SPA protects all parties from future disputes.
5. Amendment of MOA / Corporate Documents
Once approved, the company’s MOA must be amended to reflect the new ownership structure. For free zone entities, a revised share certificate or updated license may be issued.
6. Regulatory Approvals
Depending on the business activity, additional approvals may be required from bodies like:
- DDA, DED, or relevant free zone authorities
- Ministry of Economy (for certain activities)
- Customs, Municipality, or industry regulators
Ensuring correct compliance is essential to avoid delays or rejections.
7. Final Registration & Licensing Update
The final step is registering the new ownership with:
- DED (for Mainland companies)
- Free zone authority
- Notary Public (for amended MOA)
A new commercial license or updated registration document is issued once the process is complete.
How Adv. Saif Al Shamsi (Founder, TLG – The Legal Group) Helps
Adv. Saif Al Shamsi is a leading UAE corporate lawyer trusted by entrepreneurs, SMEs, and multinational companies for accurate, compliant share transfer execution.
1. Drafting & Reviewing All Legal Documents
He ensures the SPA, resolutions, and MOA amendments are error-free, enforceable, and protect client interests.
2. Ensuring Regulatory Compliance
His team coordinates with DED, Notary Public, and free zone authorities to complete all approvals without delays.
3. Conducting Legal Due Diligence
He verifies liabilities, ownership histories, partner disputes, and compliance gaps before any transfer takes place.
4. Managing Complex or Disputed Share Transfers
He handles cases involving partner disagreements, valuation disputes, foreign shareholder transfers, or denied approvals.
5. End-to-End Execution
From drafting documents to final registration, he provides a seamless, legally sound process.
Conclusion
Share transfers in the UAE require precision, compliance, and expert legal handling. With Adv. Saif Al Shamsi of TLG – The Legal Group, businesses can confidently complete ownership changes while protecting their rights, ensuring regulatory compliance, and avoiding costly errors.