UAE Company Share Transfer — How to Change Ownership Guide 2026
Transferring shares in a UAE free zone company (selling to a new shareholder or gifting shares) requires following the specific process of the relevant free zone. This guide covers UAE company share transfer for 2026.
In this guide:
Why UAE Share Transfers Occur
- Business sale: selling your UAE company to a new owner; partial sale (bringing in an investor); full share transfer
- Inheritance or gifting: transferring shares to a family member; estate planning
- Restructuring: moving shares into a holding company; restructuring corporate group
- Investor buyout: bringing in an institutional investor (VC, PE) as a shareholder; new share issuance or transfer of existing shares
UAE Free Zone Share Transfer Process — General Steps
- Shareholders Agreement: check if there is a SHA with pre-emption rights; existing shareholders must be offered shares first before transferring to a third party; get written waiver from all shareholders if they don’t wish to exercise pre-emption
- Shareholder resolution: all current shareholders must pass a resolution approving the transfer; notarised resolution may be required
- Share Transfer Agreement: formal written agreement between seller and buyer; states consideration (price); reps and warranties; effective date
- Free zone application: submit share transfer application to the free zone authority via their portal; required documents: share transfer agreement; board resolution; buyer’s passport; buyer’s NOC from current employer (if applicable); proof of funds (some free zones require this)
- MOA amendment: the Memorandum of Association is amended to reflect new shareholder details; new MOA signed and notarised (free zone dependent)
- New share certificate: free zone issues updated share certificate in name of new shareholder
- UAE CT notification: if the share transfer constitutes a change of control, notify FTA within 20 business days
Share Transfer Costs
- Free zone authority fee: AED 1,000-3,000 per transfer depending on free zone
- Notarisation (if required): AED 500-1,500 for notarising the resolution and/or transfer agreement
- Legal advisors (for complex transfers): AED 5,000-25,000 for a UAE lawyer to draft STA, review SHA, and manage the process
- Stamp duty: UAE does not have stamp duty on share transfers (unlike UK or India); no transfer tax on UAE private company shares
UAE CT Implications of Share Transfers
- Capital gain on share sale: UAE CT does not tax capital gains on disposal of shares (in most cases); selling your UAE company shares = generally 0% UAE CT on any profit
- Exception: if the company being sold holds UAE real estate or intangible assets developed in UAE, specific UAE CT rules may apply; seek UAE tax advice for complex share transfers
- Foreign tax: the seller’s home country may tax the gain; seek home country tax advice (UK CGT, Indian income tax, etc.)