Guide · updated 16.10.2026 · 9 min read · Lucent Legal team

How to sell or transfer a share in a UAE company

Key points

  • On the mainland you transfer a share by a duly attested instrument, and it binds the company and third parties from the date of entry in the commercial register (Art. 79, Commercial Companies Law No. 32/2021).
  • The other partners have a pre-emption right: 30 days from the date the manager receives notice of the agreed price (Art. 80). If they dispute the price, an expert named by the registrar sets it.
  • In Dubai a notary attests the signatures: AED 300 per party for a deal up to AED 100,000, above that 0.5% of the price, capped at AED 15,000. A change of licence details at DET costs AED 500.
  • Free zones run their own process and fees: DMCC charges AED 4,515 per share transfer and takes 2–3 weeks; IFZA generally does not allow FZCO share transfers in the first 3 months after registration.
  • After the deal: update the UBO register within 15 days, notify the FTA within 20 business days, update the bank. Share transfers are VAT-exempt.

A share in an LLC does not pass to the buyer when you sign or when the money arrives. The transfer binds the company and third parties from the date the registrar records it in the commercial register. Until then the seller is still a partner and the buyer is not. Below are the steps on the mainland and in free zones, and the obligations that follow a change of owner.

Mainland: what the law requires

The instrument. A partner may assign a share to another partner or a third party under a duly attested instrument. The company may refuse to record the transfer only if it breaches the memorandum (MOA) or the law.

Pre-emption. The seller notifies the other partners through the manager. Each partner may buy the share within 30 days from the date the manager receives notice of the agreed price. If several partners want it, they split it pro rata. After 30 days with no takers, the seller may sell to a third party.

MOA amendment. You draft the MOA and every amendment in Arabic and have the registrar attest it, or it is void (Art. 14). Since 2025 an LLC MOA may include drag-along and tag-along clauses: the majority's right to bring minority holders into a sale, and the minority's right to sell alongside the majority.

Registration. The commercial register must reflect the new partners within 15 business days of the change. In Dubai you do this on Invest in Dubai: a licence amendment and a new MOA.

What it costs in Dubai

Item Amount Source
Change of licence details at DET AED 500 per change Executive Council Resolution No. 13 of 2011
Notary: deal up to AED 100,000 AED 300 per party Executive Council Resolution No. 4 of 2014
Notary: deal above AED 100,000 0.5% of the price, capped at AED 15,000 Same

Dubai notaries also work remotely: since 2021 the notary law allows digital attestation without appearing in person, and a non-resident can use the unified number of the entry permit. Translators and lawyers charge on top, at unregulated rates.

Free zones

Each zone keeps its own register and fees:

  • DMCC: AED 4,515 per share transfer request, 2–3 weeks. The licence must stay valid throughout; a dormant company cannot apply. Zone management approves new individual shareholders, and regulated activities need the regulator's NOC.
  • IFZA: the zone's terms say it will generally not permit FZCO share transfers in the first 3 months after registration. No fee is published.
  • RAKEZ: its violations code (2020 edition) fines AED 2,500 for changing shareholders without notifying the zone. The transfer fee itself is not published.
  • Meydan and other zones: we found no share transfer fee in published price lists; ask the zone.

After the deal: UBO, FTA, bank, visas

  • UBO register. Record the change within 15 days. The registrar will not register a change of owner without the buyer's statement on whether the beneficial owner changes. Failing to update the register costs AED 15,000, then AED 30,000 (Cabinet Decision No. 132 of 2023).
  • FTA. Submit changes to your tax record, including owners, on EmaraTax within 20 business days.
  • Bank. The bank refreshes KYC and checks the new partner and the source of funds. It may restrict the account until it finishes.
  • Visas. An investor or partner visa rests on the shareholding. A seller who leaves the company loses the basis for the visa.

Tax on the deal

VAT. Issuing and transferring equity securities is VAT-exempt.

Corporate tax for a corporate seller. The gain is exempt under the participation exemption if the seller held at least 5% (or paid at least AED 4 million for the stake) for an uninterrupted 12 months, and the company sold is taxed at 9% or more. The exemption applies automatically; you file no election (Art. 23 of the corporate tax law, Ministerial Decision No. 116 of 2023).

A seller who is a Russian tax resident. Russia taxes the gain on a foreign company share as personal income. Within 3 months of the change you file a notice of participation in a foreign organisation, and if the stake was a controlling one, the sale also affects your CFC notice: CFC rules for a UAE company owner.

Common mistakes

  • Paying before the registry entry, with no escrow or staged payment. The money is gone and the registrar refuses the transfer because it breaches the MOA.
  • Ignoring the partners' pre-emption right. A sale to a third party that skips the 30 days can be challenged.
  • Buying without checking the company's debts, cheques, court cases and any travel ban on the manager: counterparty checks in the UAE.
  • Forgetting the UBO and FTA updates. UBO fines start at AED 15,000.

If a partner refuses your exit or blocks the company, you have a dispute: business partner dispute in the UAE.

FAQ

When does the buyer of an LLC share become a partner?

For the company and third parties, from the date the registrar records the transfer in the commercial register. A signed contract and payment are not enough.

Can I sell my LLC share to an outsider without my partners' consent?

Yes, once the partners have not used their pre-emption right. They have 30 days from the date the manager receives notice of the price. The MOA may add its own conditions.

Do I need a notary to transfer a share in Dubai?

On the mainland the transfer instrument must be attested, and in Dubai a notary does this, remotely if you wish. The fee is AED 300 per party for a deal up to AED 100,000, above that 0.5% of the price, capped at AED 15,000.

How much does a share transfer cost in DMCC?

AED 4,515 per request on the DMCC schedule as of 16.10.2026, taking 2–3 weeks. The licence must stay valid until the end.

Is a share sale subject to VAT in the UAE?

No. Transfers of equity securities are VAT-exempt.

Does a corporate seller pay corporate tax on the gain?

Not if the participation exemption applies: a stake of at least 5% or a cost of at least AED 4 million, held for 12 months, in a company taxed at 9% or more.

Sources

This guide is for information only and is not legal advice. Fees come from official sources as of 16 October 2026. Lucent Legal is a management consultancy (DET licence No. 1192929): we help you check a company before you buy into it and prepare the registrar's file; a notary performs the notarial acts.

Related: running a company in the UAE, business partner dispute, business and companies in the UAE.

Topic: Doing Business in the UAE

Get a lawyer's help: Company formation in the UAE

This material is for information only and is not legal advice. UAE law changes — a lawyer will assess how it applies to your situation.