How to Transfer UAE Free Zone Company Shares 2026

How to Transfer UAE Free Zone Company Shares 2026

Transferring shares in a UAE free zone company — whether selling to a co-founder, investor, or buyer — requires free zone authority approval and specific documentation. This step-by-step guide covers the share transfer process for UAE free zone companies in 2026.

When Is a Share Transfer Required?

• Selling your UAE company (full or partial)
• Adding a new investor to your company
• Internal restructuring (changing ownership ratios between existing shareholders)
• Gifting shares to a family member
• Estate transfer (shares passing via inheritance to heirs)

Step 1: Get Board Resolution and Shareholder Approval

A share transfer must first be approved by the existing shareholders and board. Required: Board Resolution authorising the share transfer, signed by all existing shareholders (or majority if the MOA allows majority decisions). This must be notarised if shareholder signatures are from outside UAE.

Step 2: Execute Share Transfer Agreement

Prepare and sign a Share Transfer Agreement between seller and buyer. The agreement should include: number of shares transferred, transfer price (or confirmation of gift/inheritance basis), warranties from seller about the company’s condition, and completion conditions (regulatory approval, etc.). Have the agreement reviewed by a UAE corporate lawyer for significant transactions.

Step 3: Prepare Free Zone Authority Documents

Each free zone has specific requirements. Typical documents needed:

• Completed free zone share transfer application form
• Signed Share Transfer Agreement
• Board Resolution approving the transfer
• New shareholder KYC documents (passport, address proof, source of funds)
• New shareholder NOC from current UAE employer (if changing visa sponsorship)
• Updated MOA (reflecting new ownership)
• Payment of transfer fee (AED 2,000–10,000 depending on free zone)

Step 4: Free Zone Authority Review

Submit to the free zone authority. Review period: 5–15 business days typically. The authority will conduct KYC on the new shareholder and verify all documents. Queries during review must be addressed promptly. Approval is typically required from the free zone registrar and (if applicable) any special licences held by the company.

Step 5: Update Company Documents

After approval: free zone issues updated trade licence and company documents showing new ownership. Shareholder register (and UBO register) must be updated. Share certificate(s) issued to new shareholder. Update company bank account signatories if required (bank requires separate process with its own KYC).

UAE CT and Share Transfers

For UAE CT purposes: capital gain on disposal of UAE company shares may be CT-exempt under the participation exemption (if the sold company is a “qualifying subsidiary”). Confirm the CT treatment of your specific share transfer with a UAE CT adviser before completion — an incorrect CT assumption could result in unexpected tax liability.