Key takeaways
- A UAE LLC can increase its share capital only by amending its memorandum of association (MOA), which needs approval from partners holding at least three quarters of the membership interests represented at the general assembly (Federal Decree-Law No. 32 of 2021, Article 101).
- A UAE LLC capital increase must be made pro rata to each partner's existing holding, and no partner's financial obligations can be increased without that partner's unanimous consent (Federal Decree-Law No. 32 of 2021, Article 101(1)).
- The Dubai Development Authority (DDA) charges AED 3,000 per transaction plus AED 500 for the Articles of Association amendment to increase share capital, with an estimated delivery of 3 working days, as of October 2026.
- A UAE company must update its beneficial owner record and its register of partners or shareholders within 15 days of becoming aware of a change, and notify the FTA within 20 business days of a change to its articles of association.
- An unregistered capital increase is not enforceable against third parties, so a UAE LLC's new capital figure only counts once it is entered in the commercial register (Federal Decree-Law No. 32 of 2021, Article 15).
Who decides on a capital increase in a UAE LLC, and what majority is needed?
The general assembly of partners decides, and approval needs partners representing at least three quarters of the membership interests represented at the meeting (Federal Decree-Law No. 32 of 2021, Article 101(1)). The increase must be pro rata to existing holdings, and nobody's financial obligations can go up without their own unanimous consent.
The meeting itself has formalities. The quorum is partners owning at least 50% of the capital unless the MOA sets a higher figure; if the first meeting fails, a second one is held 5 to 15 days later and is valid whatever the attendance (Article 96). Notice must be announced at least 21 days before the meeting, with a copy of the invitation sent to the Competent Authority first (Article 93).
One narrow exception: if an increase is needed to save the company from liquidation or to pay its debts, and the three-quarters vote isn't reached, any partner can ask the court for a summary judgment ordering it (Article 101(2)).
This applies to LLCs; joint stock companies and sole establishments follow different rules.
What are the steps to increase share capital in a UAE LLC?
The portal and paperwork depend on who licenses you, but this order avoids rework:
- Read the MOA for any higher quorum, higher majority or consent rule on capital changes.
- Call the general assembly with the notice period the law requires, and send the invitation to your Competent Authority.
- Pass the partners' resolution approving the increase and the amended MOA, pro rata to holdings.
- Pay in the new capital and get proof of it, such as a bank letter (DDA asks for one).
- Have the amended MOA drawn up in Arabic and authenticated by the Competent Authority (Article 14).
- File on your licensing authority's system: the Dubai Economy service centres or website for Dubai mainland, the AXS portal at DDA, the Dubai Trade Portal for a JAFZA offshore company, or the Member Portal at DMCC.
- Wait for the register entry, which is when the increase becomes enforceable against third parties (Article 15).
- Update your registers, the FTA and your bank within the deadlines in the last section.
How much does a capital increase cost, and how long does it take?
The fee depends on the authority, and some authorities publish no timeline. These are the figures each one states for its own service.
| Authority | Published fee | Published timeline |
|---|---|---|
| Dubai Economy (Dubai mainland) | AED 500 licence amendment request; capital change fee of AED 300 per party signature where the capital difference plus any sale value is under AED 100,000, or 0.5% of the value (capped at AED 15,000) above that | Not published |
| DDA (AXS portal) | AED 3,000 per transaction plus AED 500 for the Articles of Association amendment, plus AED 10 Knowledge Dirham and AED 10 Innovation Dirham | 3 working days (estimated) |
| JAFZA offshore company | AED 200 transaction fee plus AED 500 for the MOA amendment, plus courier (AED 10 inside the free zone, AED 20 outside) | 5 to 7 working days |
| DMCC | Not published on the pages checked; see DMCC's schedule of charges | Not published |
| SHAMS and other authorities | Check the authority's own fee schedule | Check the authority |
Accurate as of 14 October 2026. Dubai Economy's own page words the capital fee tiers loosely, so confirm the calculation before you pay. Drafting, notary and attestation costs sit on top.
DDA also asks for a members' special resolution (it provides a template), a bank letter proving the paid-up capital and a UBO declaration form. The resolution must be notarised, and for a corporate member it must also be attested by a UAE embassy.
Does the new capital have to be paid in, and what proof do authorities want?
The law's express rule on payment sits at incorporation: contributions in cash, in kind or both must be paid in full when the company is formed (Federal Decree-Law No. 32 of 2021, Article 76(2)). The visible text doesn't repeat that rule for later increases, so the practical test is what your licensing authority asks for.
DDA asks for proof of paid-up share capital in the form of a bank letter. Dubai Economy and JAFZA state no proof-of-payment rule on the pages checked, so ask your authority before you pass the resolution. The Council of Ministers may set a minimum capital figure under Article 76(1), but the law text doesn't contain one.
Three quarters: the share of membership interests represented at the meeting that must approve a UAE LLC capital increase. Source: Federal Decree-Law No. 32 of 2021, Article 101(1), checked 14 October 2026.
What most guides don't tell you
- A capital increase isn't a way to bring in a new investor by itself. Article 101(1) requires the change to be pro rata to existing holdings, so issuing shares to an outsider changes the deal. DMCC publishes separate guidance for an increase of shares with a new shareholder, which signals different paperwork; plan that route with your authority from the start.
- A partner who votes no can't be made to fund it. Financial obligations can't rise without that partner's unanimous consent (Article 101(1)). If your partners disagree on who pays, a capital call can stall at the vote, and the court route is limited to saving the company or paying its debts.
- Corporate shareholders slow the timetable. DDA wants a corporate member's resolution notarised and attested by a UAE embassy. Start that attestation before you call the meeting.
- Signing the resolution doesn't finish the job. Until the amendment is in the commercial register it can't be enforced against third parties (Article 15), so a bank or counterparty may not accept the new capital figure on signing day.
Which registers and records must you update after the increase?
Four deadlines start together once the increase is complete.
| Obligation | Deadline | Source |
|---|---|---|
| Update the beneficial owner record | 15 days from the company becoming aware of the change | Cabinet Decision No. 109 of 2023, Article 8(1) |
| Update the register of partners or shareholders | 15 days from the company becoming aware of the change | Cabinet Decision No. 109 of 2023, Article 10(1) |
| Notify the Competent Authority and Registrar of changes to registered particulars, including share capital | 15 working days | Federal Decree-Law No. 32 of 2021, Article 15(3) |
| Notify the FTA of changes to data it holds, including articles of association | 20 business days | Cabinet Decision No. 74 of 2023, Article 6(4) |
Checked 14 October 2026. For a missed beneficial owner update, the first violation draws a written warning, the second AED 15,000 and the third AED 30,000; for the register of partners or shareholders the pattern is the same, and on a third violation the Registrar may also suspend the commercial licence (Cabinet Decision No. 132 of 2023).
Your bank will probably want the amended MOA too; that is common practice, not a statutory rule, so ask what they need. If you'd rather not track these dates by hand, the free UAE compliance calendar lists them for your company.
Which deadlines apply to your company?
The registration date starts several clocks at once, and which ones apply depends on your authority and company type. The free UAE compliance calendar is a free calendar of your company's UAE tax and compliance deadlines, personalised from a few questions, as a PDF and calendar file.
Frequently asked questions
How do I change the company name on my licence?
A name change alters the company's registered particulars, so the Competent Authority and Registrar must be notified within 15 working days (Federal Decree-Law No. 32 of 2021, Article 15). Dubai Economy charges AED 500 for a trade licence amendment request, plus the contract annex fee where the MOA changes.
How do I add or remove a shareholder in a UAE company?
In an LLC, a shareholder is added or removed by assigning shares under an authenticated document that follows the MOA, and the change binds the company and third parties once it is entered in the commercial register (Federal Decree-Law No. 32 of 2021, Article 79). A sale to an outsider also gives the other shareholders 30 days to buy first (Article 80).
How do I transfer shares in a UAE LLC?
The seller assigns the shares under an authenticated document that follows the MOA, and the transfer takes effect against third parties only when entered in the commercial register (Federal Decree-Law No. 32 of 2021, Article 79). If the buyer is an outsider, the seller must first notify the other shareholders through the manager, who then have 30 days from notice of the agreed price to buy (Article 80).
How do I change the manager or director of my company?
A change of manager alters the company's registered particulars, which must be notified to the Competent Authority and the Registrar within 15 working days (Federal Decree-Law No. 32 of 2021, Article 15). The forms and portals differ by licensing authority, so start with yours.
About Qawi · Qawi is a corporate services firm licensed in the Sharjah Media City (SHAMS) free zone, handling company formation, visas and PRO, bookkeeping, VAT and corporate tax for UAE businesses. Guides are researched from FTA, Ministry of Finance and free zone sources. Qawi on LinkedIn
Sources
Official and primary sources:
- Federal Decree-Law No. 32 of 2021 on Commercial Companies (Ministry of Economy and Tourism)
- Cabinet Decision No. 109 of 2023 on beneficial owner procedures (Ministry of Economy and Tourism)
- Cabinet Decision No. 132 of 2023 on administrative penalties for beneficial owner violations (Ministry of Economy and Tourism)
- Cabinet Decision No. 74 of 2023, Executive Regulations of the Tax Procedures Law (Ministry of Finance)
- Request to amend a trade licence (Dubai Economy)
- Increase or decrease of share capital (Dubai Development Authority)
- Increase or decrease of share capital, offshore company (JAFZA)
- Managing your business, company amendment guides (DMCC)
Last checked: 14 October 2026
This is general information, not tax or legal advice for your specific situation.