UAE Free Zone Company Share Transfer and Ownership Change Guide 2026
Transferring shares, adding new shareholders, or changing ownership of a UAE free zone company involves specific regulatory steps. Here is the complete 2026 guide to UAE free zone share transfers.
When Do You Need a Share Transfer?
- Selling your UAE free zone company or a stake in it to an investor or buyer
- Adding a business partner as a new shareholder
- Transferring shares to a family member or trust
- Restructuring a corporate group (moving shares between holding companies)
- Employee share option scheme (ESOP) vesting
- Founder exit from startup
General UAE Free Zone Share Transfer Process
Step 1: Shareholder Agreement and Sale Agreement
Prepare a Share Purchase Agreement (SPA) or Transfer Agreement. For transfers between individuals, a simpler share transfer form may suffice. For significant transactions, have a lawyer draft the SPA.
Step 2: Board Resolution Approving the Transfer
The company board of directors must pass a resolution approving the share transfer (unless the Memorandum of Association specifies a different approval process).
Step 3: Free Zone Authority Approval
Most UAE free zones require the free zone authority to approve share transfers. Submit the application with:
- Share Transfer Agreement / Form
- Board resolution
- Passport copy of incoming shareholder
- Proof of address of incoming shareholder
- KYC documents for incoming shareholder (similar to initial incorporation)
- Memorandum of Association amendment (if shareholder details are in the MoA)
Step 4: Updated Company Documents
After approval, the free zone issues updated documents including:
- Amended Memorandum of Association (if applicable)
- Updated share register
- New share certificates for the incoming shareholder
- In some cases, a new trade licence reflecting the change
UAE Free Zone Share Transfer Costs
Typical government fees for share transfers:
- DMCC: AED 2,000-5,000
- IFZA: AED 1,500-3,000
- JAFZA: AED 3,000-6,000
- RAK Free Zones: AED 1,000-3,000
Professional fees for lawyers drafting SPA: AED 3,000-15,000+ depending on complexity.
UAE CT Implications of Share Transfers
Under UAE Corporate Tax, share transfers within a recognised group may qualify for group relief (no taxable gain). Transfers to third parties (arm’s length buyers) may trigger a taxable gain in the UAE company or the selling shareholder depending on structure. Consult a UAE tax advisor before executing significant share transfers.
Frequently Asked Questions
Can I transfer shares in a UAE free zone company to a non-UAE resident foreign company?
Yes — most UAE free zones allow 100% foreign ownership, meaning a non-UAE-resident foreign company can be a shareholder in a UAE free zone company. The incoming corporate shareholder will need to provide its corporate documents (Certificate of Incorporation, memorandum, shareholder register, and UBO details) for KYC by the free zone. Some free zones require additional attestation of foreign corporate documents.