Transferring shares in the UAE involves several key steps, depending on the jurisdiction (mainland or free zone) and the type of company (LLC, private shareholding, etc.).

Share Transfer

1. Understand the Regulations

  • Review the company’s Articles of Association (AOA) or any shareholders’ agreement to understand the procedures and restrictions for transferring shares.
  • Ensure compliance with the UAE Commercial Companies Law and specific free zone regulations if applicable.

2. Obtain Necessary Approvals

  • Secure approval from the company’s board of directors or shareholders, as required.
  • If the company operates in a regulated sector, additional approvals from relevant authorities may be necessary (e.g., the Ministry of Economy or sector-specific regulators).

3. Prepare Legal Documentation

  • Draft a Share Transfer Agreement outlining the terms and conditions of the transfer.
  • Prepare a board resolution approving the transfer.
  • Obtain a NOC (No Objection Certificate) from the company, if required.

4. Notarize the Transfer Documents

  • Visit a public notary or relevant authority to have the Share Transfer Agreement and other related documents notarized (required for mainland companies).

5. Update the Company License

  • For free zone companies, submit the transfer documents to the relevant free zone authority to update the company’s records.
  • For mainland companies, update the details with the Department of Economic Development (DED).

6. Pay the Transfer Fees

  • Pay the applicable government and processing fees, which vary depending on the jurisdiction and company structure.

7. Amend the Memorandum of Association (MOA)

  • Amend the company’s MOA to reflect the new shareholding structure.
  • Have the amended MOA notarized.

8. Update the Share Register

  • Record the details of the new shareholder(s) in the company’s official share register.

9. Notify Relevant Authorities

  • Notify the tax authorities (e.g., Federal Tax Authority) of the updated ownership structure if the company is VAT-registered.
  • Update the Ultimate Beneficial Owner (UBO) declaration, if required.

10. Final Confirmation

  • Receive the updated trade license or certificate of incorporation showing the new ownership structure.
  • Distribute copies of the updated documents to all parties involved.
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