Key takeaways
- A shareholder can transfer shares in a UAE LLC to another shareholder or an outsider, but only under an authenticated document that follows the company's memorandum of association (MOA), and the transfer binds the company and third parties only once it is entered in the commercial register (Federal Decree-Law No. 32 of 2021, Article 79).
- A UAE LLC shareholder selling to an outsider must notify the manager, and the other shareholders then have 30 days from notice of the agreed price to buy the shares on the same terms (Federal Decree-Law No. 32 of 2021, Article 80).
- Dubai Economy charges AED 500 for a trade licence amendment request, plus AED 300 per party signature on the contract annex where the sale value is under AED 100,000, or 0.5% of the value (capped at AED 15,000) above that, as of October 2026.
- A UAE company must update its beneficial owner register and its partners or shareholders register within 15 days of a shareholder change (Cabinet Decision No. 109 of 2023, Article 15(2)).
- A UAE company that sells shares can exclude the gain from corporate tax only if it holds at least 5% for an uninterrupted 12 months and the company sold is itself taxed at 9% or more (Federal Decree-Law No. 47 of 2022, Article 23).
- A UAE LLC share transfer is an exempt supply for VAT under Cabinet Decision No. 52 of 2017, Article 42(3)(b), but the text ties exemption to the absence of an explicit fee, so check how any commission is charged.
Who can transfer shares in a UAE LLC, and what does the law require?
A shareholder in a UAE LLC can assign their shares to another shareholder or to an outsider, provided the transfer follows the MOA and is made by an authenticated document (Federal Decree-Law No. 32 of 2021, Article 79). The company can refuse to register a transfer only if it breaches the MOA or the law.
Two formalities decide whether the transfer holds up. The MOA and any amendment must be in Arabic and authenticated by the Competent Authority, otherwise it's void between the partners (Article 14). And the amendment must be entered in the commercial register, because an unregistered change can't be enforced against third parties (Article 15). So the signed agreement is the start of the process, not the end.
Do the other shareholders get first refusal on the shares?
Yes, whenever the buyer is an outsider: the other shareholders have 30 days from notice of the agreed price to buy the shares themselves (Federal Decree-Law No. 32 of 2021, Article 80). The seller must notify the manager of the buyer's identity and the terms, and the manager must pass that on to the other shareholders promptly.
| Situation | What Article 80 provides |
|---|---|
| Buyer is an outsider | Seller notifies the manager; the other shareholders have 30 days from notice of the agreed price to buy |
| Price is disputed | Experts nominated by the Competent Authority value the interest, at the applicant's cost |
| Several shareholders want to buy | The interest is split in proportion to their capital |
| Nobody buys within 30 days | The seller may dispose of the interest freely |
Checked 13 October 2026. The MOA may add its own conditions, so read it before you approach a buyer.
What are the steps to transfer shares in a UAE LLC?
The sequence is the same in most places, though each authority runs its own portal and document list. Here is the order that avoids rework:
- Read the MOA for transfer restrictions, consent rules and any pre-emption terms.
- Agree the price and terms with the buyer, then have the seller notify the manager if the buyer is an outsider.
- Wait out the 30-day window, unless every other shareholder waives it in writing.
- Sign the share transfer agreement and the authority's transfer form.
- Pass the shareholders' resolution approving the amended MOA and have the amendment authenticated in Arabic.
- File on your licensing authority's system: Dubai Economy (mainland Dubai), the AXS portal at Dubai Development Authority (DDA) or the Member Portal at DMCC.
- Wait for the commercial register entry, which is the point at which the transfer binds third parties.
- Update the registers, your FTA record and your bank within the deadlines in the last section.
How much does a share transfer cost and how long does it take?
The published fee depends on where the company is licensed, and some authorities publish no timeline at all.
| Authority | Published fee | Published timeline |
|---|---|---|
| Dubai Economy (Dubai mainland) | AED 500 licence amendment request; contract annex AED 300 per party signature if the 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 (the page doesn't say whether this is additional), plus AED 10 Knowledge Dirham and AED 10 Innovation Dirham | 5 working days |
| DMCC | Not published on the guide; see DMCC's schedule of charges | 2 to 3 weeks |
| Other free zones and emirates | Check the authority's own fee schedule | Check the authority |
Accurate as of 13 October 2026. Drafting, translation and any notary or attestation costs sit on top, so ask for a written quote. DDA also asks for a members' resolution, a share transfer form, a UBO declaration and either a recent audited financial statement or a bank letter; a corporate member's resolution must be notarised and attested by a UAE embassy.
If you need a number to price the shares from, the company valuation report is a free report estimating what your company is worth.
What should a share transfer agreement cover?
A share transfer agreement should fix the price, the payment dates, what has to happen before completion and what each side promises about the company. The law prescribes the authentication and registration steps; the commercial terms are for you to write, so treat the following as drafting practice rather than statutory requirements.
Say a SHAMS trading company is sold for AED 2m, paid in two instalments. The seller will want the second instalment secured, because the buyer takes the shares when the register is updated. The buyer will want the seller to confirm the company's debts, tax filings and licence status as at the signing date, and a right to recover if that turns out to be wrong. Both sides need to say who pays the authority's fees and who signs the board and shareholder resolutions. The pre-emption window sits ahead of all of this: if another shareholder buys instead, the agreement with the outsider falls away unless it says what then happens.
How is a share sale taxed in the UAE?
Tax on a share sale depends on who is selling, and the three taxes behave differently.
| Tax | Position | Source |
|---|---|---|
| Corporate tax, company seller | A gain on a Participating Interest is excluded if the seller holds at least 5% for an uninterrupted 12 months and the company sold is taxed at a rate of at least 9%, among other conditions; outside the exemption, the gain is part of taxable income | Federal Decree-Law No. 47 of 2022, Articles 22 and 23 |
| Corporate tax, individual seller | Personal investment income is excluded from the AED 1,000,000 turnover test for natural persons; a licensed or commercial share-dealing business is not | Cabinet Decision No. 49 of 2023, Article 2 |
| VAT | Transfer of ownership of an equity security is an exempt financial service; the text makes the exemption turn on the absence of an explicit fee or commission | Cabinet Decision No. 52 of 2017, Article 42 |
Checked 13 October 2026. The exemption has further conditions, including an entitlement to at least 5% of profits and liquidation proceeds and a limit on the assets held by the company sold, so a seller with a large stake should get advice on its own facts. This is a description of the rules, not a tax opinion.
30 days: the period the other shareholders have to exercise first refusal after notice of the agreed price in an LLC share sale to an outsider. Source: Federal Decree-Law No. 32 of 2021, Article 80, checked 13 October 2026.
What most guides don't tell you
- A price dispute is settled by experts at your cost. Where shareholders and seller disagree on price, experts nominated by the Competent Authority value the interest, and the applicant pays (Article 80). Agree a valuation method in the shareholders' agreement before you need it.
- Signing doesn't hand over control. Until the commercial register entry, the transfer doesn't bind third parties (Article 79), so a buyer shouldn't assume banks or counterparties will treat them as owner on signing day.
- Notary rules are not uniform in practice. Dubai Economy's amendment page lists a notary only for the sale of a shop, while a private provider's guide describes a notarised MOA addendum and Dubai Courts notarisation for mainland share transfers. Ask your Dubai Economy service centre which route your case takes.
- A buyer of more than 50% can lose the company's tax losses. Carried-forward losses survive an ownership change only if the same persons keep at least 50% throughout, and above that threshold the business must stay the same or similar (Federal Decree-Law No. 47 of 2022, Article 39). A buyer paying for a loss-making company should price that in.
What is your company worth before you sell shares?
A share price is only as good as the valuation behind it, and a disputed price ends up with court-appointed or Authority-nominated experts at your expense. The company valuation report is a free report estimating what your company is worth, which gives you a starting figure before you negotiate.
What happens after the shares are transferred?
Three clocks start when the transfer is completed, and they run in parallel.
| Obligation | Deadline | Source |
|---|---|---|
| Update the beneficial owner register and the partners or shareholders register | 15 days from the amendment or change | Cabinet Decision No. 109 of 2023, Article 15(2) |
| Notify the Competent Authority and Registrar of changes to registered particulars | 15 working days | Federal Decree-Law No. 32 of 2021, Article 15 |
| Notify the FTA of changes to data kept with it, including articles of association | 20 business days | Cabinet Decision No. 74 of 2023, Article 6(4) |
Checked 13 October 2026. For a missed register update, the first violation draws a written warning, the second AED 15,000 and the third AED 30,000, and on the third the Registrar may suspend the commercial licence (Cabinet Decision No. 132 of 2023).
Frequently asked questions
How do I add or remove a shareholder in a UAE company?
In an LLC, a shareholder is added or removed by transferring shares under an authenticated document that follows the MOA, then entering the change in the commercial register (Federal Decree-Law No. 32 of 2021, Articles 79 and 15). A sale to an outsider also triggers the 30-day first-refusal window (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.
How do I increase share capital in a UAE company?
A capital change is an amendment to the MOA, so it must be authenticated in Arabic and entered in the commercial register to bind third parties (Federal Decree-Law No. 32 of 2021, Articles 14 and 15). Dubai Economy charges AED 300 per party signature where the capital difference plus any sale value is under AED 100,000, and 0.5% of the value capped at AED 15,000 above that.
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.
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)
- Federal Decree-Law No. 47 of 2022 and amendments, English version (Ministry of Finance)
- Cabinet Decision No. 49 of 2023 on businesses of natural persons subject to corporate tax (Ministry of Finance)
- Cabinet Decision No. 52 of 2017, VAT Executive Regulation (Ministry of Finance)
- Request to amend a trade licence (Dubai Economy)
- Share transfer to an existing member (Dubai Development Authority)
- Share transfer guidelines (DMCC)
Provider commentary, used only to flag a point to confirm with the authority:
Last checked: 13 October 2026
This is general information, not tax or legal advice for your specific situation.