To transfer company ownership in Dubai, the existing and new shareholders sign a share transfer agreement, the company's memorandum of association is amended and notarised, and the licensing authority approves the change and issues an updated licence. On the mainland that authority is the Department of Economy and Tourism (DET), and in a free zone it is the free zone authority, which uses its own forms and fees. After approval, the company updates its beneficial ownership records, bank mandates, tax registrations and any visas linked to the old owner. A straightforward transfer commonly takes around one to four weeks.
This guide explains how a share transfer works on the mainland and in free zones, the documents involved, typical costs, what buyers should check before taking over a company, and the tax points to consider. It is based on the UAE Commercial Companies Law (Federal Decree-Law No. 32 of 2021) and published authority procedures, checked as of October 2026. Procedures differ between free zones, so confirm the current requirements with your authority before you sign anything.
Ways to Transfer Company Ownership in Dubai
| Option | What happens | When it suits |
|---|---|---|
| Full share transfer | The seller transfers all shares to the buyer, and the company continues with its licence, contracts and history | Selling the whole business |
| Partial share transfer | Some shares move to a new or existing shareholder | Bringing in a partner or an investor buying out a partner |
| New share issue | The company issues new shares instead of existing shareholders selling theirs | Raising capital without an existing owner exiting |
| Asset sale | The buyer acquires the business assets, and the seller keeps or closes the company | When the buyer does not want the company's past liabilities |
A share transfer is usually faster and keeps the licence, bank account and contracts in place, but the buyer inherits the company's history, including any liabilities. An asset sale is cleaner for the buyer but usually involves more paperwork and may mean the seller later needs to close the old company.
How to Transfer Company Ownership on the Mainland
- Check the memorandum of association. Existing partners often have pre-emption rights, meaning they must be offered the shares first.
- Agree the terms in a share purchase agreement covering price, payment, warranties and what happens to existing liabilities.
- Obtain approvals from the other shareholders and, for regulated activities, any sector regulator.
- Amend and notarise the memorandum of association to reflect the new ownership, through a notary public.
- Submit the change to the DET with the notarised documents, and receive the amended licence.
- Update linked records: the establishment card, Chamber of Commerce membership, beneficial owner register, bank signatories and tax registrations.
For background on ownership rules, see our guide on whether foreigners can own 100% of a UAE company.
How to Transfer Company Ownership in a Free Zone
Free zones run share transfers through their own portals. The usual steps are:
- Submit the authority's share transfer application with the passports of the seller and buyer.
- Sign the authority's share transfer agreement and shareholder resolutions, often in person or before a notary.
- Provide any no-objection letters the authority asks for, for example where there are outstanding fees or visas.
- Pay the transfer fee, and receive an updated licence, share certificate and register of shareholders.
Free zone fees and documents vary widely, so ask your free zone for its current share transfer checklist before you start. Some free zones also require the seller to clear outstanding invoices, cancel or transfer visas linked to their shareholding and return access cards before the authority signs off, so build these steps into your timeline rather than leaving them to the end.
Typical Costs of a Share Transfer
| Cost | Notes |
|---|---|
| Authority amendment or transfer fee | Set by the DET or the free zone, often in the low thousands of dirhams |
| Notary fees | For the amended memorandum or transfer documents |
| Legal drafting | Share purchase agreement and resolutions, which vary with complexity |
| Translation | Arabic translation of documents where required |
| Visa changes | Cancelling the seller's partner visa and issuing one for the buyer, if needed |
| Due diligence | Accounting and legal review for the buyer, recommended for any established business |
What Buyers Should Check Before Taking Over a Company
- Tax position. Corporate tax and VAT registrations, filed returns and any penalties. See our corporate tax guide.
- Debts and contracts. Loans, guarantees, leases and supplier agreements that stay with the company.
- Employees. End-of-service gratuity builds up over each employee's service and remains a company liability after the sale.
- Licence and fines. Licence validity, outstanding authority fines and the immigration file status.
- Bank account. Whether the bank will accept the new owner, which requires fresh KYC.
- Records. Up-to-date books and audited accounts, which our guide to accounting costs in Dubai covers.
Valuing the Shares
The price of a share transfer is a commercial decision, but both sides should understand how it was reached. For small owner-managed companies, buyers often look at profit history, recurring revenue, client contracts and the value of the licence and visa quota. For asset-heavy businesses, the net value of equipment, stock and receivables matters more. Make sure the agreement says whether the price assumes the company is free of debt and holds a normal level of working capital, because cash and liabilities in the company change what the buyer is really paying for. Where the buyer pays in instalments, the agreement should say what happens if a payment is missed and when the shares legally pass.
Common Share Transfer Mistakes
- Ignoring the other shareholders' pre-emption rights in the memorandum of association.
- Signing a private agreement but never amending the memorandum, so the authority still lists the old owner.
- Leaving the seller as the bank signatory after the sale.
- Not cancelling or transferring the seller's partner visa, which can block later immigration transactions.
- Skipping due diligence on tax filings, which can leave the buyer facing penalties from earlier years.
- Forgetting the free zone's own approval when the company also holds licences or leases elsewhere.
Transferring Ownership to a Family Member
Owners sometimes move shares to a spouse, child or other relative, for succession planning or when they leave the UAE. The procedure is the same as any other share transfer, although the documents may state a nominal price. Think about whether the new owner meets any residency or professional requirements for the activity, and update wills and succession arrangements at the same time. Our guide to what happens to a UAE company if you leave covers the related options.
Tax Points When Selling Shares
The UAE does not tax individuals on capital gains, so an individual selling shares in a UAE company generally pays no UAE tax on the gain. Where the seller is a company, the gain may fall within UAE corporate tax, although the participation exemption can apply to qualifying shareholdings. Sellers who are tax resident in another country may owe tax there. Get tax advice on both sides before agreeing the price and structure.
After the Transfer: Updates People Forget
- Updating the beneficial owner register within the required timeframe.
- Notifying the Federal Tax Authority of changes to the company's details.
- Changing bank signatories and online banking access.
- Updating the company's establishment card and immigration records.
- Telling key customers, suppliers and landlords about the new ownership.
Key Takeaways
- A share transfer keeps the company, licence and contracts in place but passes on its history to the buyer.
- Mainland transfers need an amended, notarised memorandum and DET approval. Free zones use their own process and fees.
- Check pre-emption rights, debts, gratuity liabilities and the tax position before you sign.
- Individuals generally pay no UAE tax on share gains, but home-country tax may apply.
- Update bank mandates, the beneficial owner register and tax records after the transfer.
Get Help With a Share Transfer
SMS Consulting, operating under ISO 9001:2015-certified processes across offices in Dubai, London, Delhi and Dhaka, manages share transfers, memorandum amendments and post-transfer updates for mainland and free zone companies. See our corporate legal services or talk to us.
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Frequently Asked Questions
A straightforward transfer commonly takes around one to four weeks, depending on the authority, approvals and how quickly documents are signed and notarised.
Yes. The amended memorandum of association is notarised and submitted to the Department of Economy and Tourism, which issues the updated licence.
Yes. Free zones handle share transfers through their own application, agreement and fee, and issue an updated licence and share register.
In a share transfer, yes. The company keeps its liabilities, including debts, contracts and employee gratuity, so buyers should carry out due diligence and agree warranties with the seller.
Individuals generally pay no UAE tax on capital gains. Corporate sellers may fall within corporate tax, subject to exemptions, and sellers may owe tax in their home country.
In a share sale the buyer takes over the company itself. In an asset sale the buyer acquires the business assets and the seller keeps the company, along with its past liabilities.