December 3, 2022

A Guide To Change Shareholder’s Structure In Dubai Companies!

A Guide To Change Shareholder’s Structure In Dubai Companies!

At the moment of company establishment, every firm should conform to a specific legal framework. If you run a firm, you must assess its structure on a regular basis. At times, it may be necessary to alter the company's ownership structure. 

A transfer of owners in a Dubai or even other UAE corporation could be necessary under certain circumstances. 

There really are specifics in the method and documentation for these kinds of changes, that depend on the type of company and its location of registration, whether it is in the main UAE territory or a free zone.

Essentials for a shareholders change in Dubai or other UAE company:

  • Getting the necessary documents on the new shareholders
  • Preparing share transfer forms and resolutions.
  • Signing the transfer forms and resolutions registering the new shareholders.
  • Receiving the new set of documents from the registry.

The documents required from new shareholders include a Passport copy, Other personal identification elements & If the shareholder is from another company, its corporate documents are required.

The share transfer form is determined by the authorities where the firm is registered. 

It contains the following information: 

  1. The company's information
  2. The percentage of shares that will be transferred to new shareholders 
  3. Details about current and new shareholders, as well as signatures 

The shareholder change documentation, along with the required payment, must be filed with the appropriate registrar. The register update takes around one week to complete. When the transfer is finished, the registration releases new company documents with the new shareholder information. 

Documentation for Share Transfer 

The share transfer procedure is divided into two steps. Let's go over the documents that are necessary at each level. 

1. Initial Approval:

  • The businessperson must submit a letter of request outlining the intended type of transaction and its specifics. The Manager-In-Charge must sign this. 
  • Certificate of Incorporation Notarized/Copy of Commercial License

2. Transfer of Shares

  • A Shareholders Resolution passed by the current FZ-LLC shareholders (Notarized & Attested by the UAE embassy) 
  • A new corporate shareholder's Board Resolution (Notarized & Attested by the UAE embassy) 
  • Share Transfer Form signed by both the seller and the buyer (Notarized & Attested by the UAE embassy) 
  • Each new shareholder must complete the RIC Form for Corporate Person. 
  • Letter of commitment for an activity

Particulars of Shareholders

The firm might be headquartered in the UAE or elsewhere. The following documents must be submitted:-

If the new shareholder is a non-UAE company: 

  • Incorporation Certificate 
  • Good Standing Certificate 
  • Articles of Association and Memorandum of Association 
  • If a UAE-based corporation is a new shareholder
  • Copy of the Commercial Licence Memorandum and Articles of Association 

To apply for changes in shareholder structure, submit all legally signed papers, forms, and the relevant payment to the respective registration. Within a week, you will get the corrected company paperwork from the registration confirming the new shareholder. 

The following are indeed the share transfer fees: 

  • AED 3,000 per payment as a processing cost 
  • AED 500 for amending the articles of association.
  • AED 10 for "Knowledge dirham" and AED 10 for "Innovation dirham" each transaction.

Additional requirements

There must be no outstanding payments for the UAE business license, other government fees, the validity of its license, or other corporate documentation. A thorough check by the new shareholders' authorities under the KYC procedure. 

What should I do with my bank account? 

The bank must be notified of any shareholding changes. 

If the modification affects less than 50% of the company's shares, the bank may simply accept it. The business can continue to operate. 

If the proportion of shareholding transfer is 50% or above, banks will require that the previous account be closed and a new one be opened. 

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