UAE Company Shareholder Change — Transfer of Shares Guide 2026
UAE free zone companies may need to add shareholders, remove shareholders, or transfer shares between parties. Each change requires formal documentation and free zone authority approval. This guide covers UAE company shareholder changes for 2026.
In this guide:
Why UAE Companies Need Shareholder Changes
- Investor entry: adding a new investor or co-founder as a shareholder
- Ownership restructuring: adjusting ownership percentages between existing shareholders
- Exit: removing a departing shareholder
- Succession: transferring shares to heirs on death
- Corporate restructuring: transferring shares to a holding company (e.g., RAK ICC)
Required Documents for UAE Share Transfer
- Board Resolution (or Shareholders Resolution): all current shareholders agree to the share transfer in writing; signed by all shareholders
- Share Transfer Agreement: legal agreement between transferring shareholder (seller) and receiving shareholder (buyer/recipient); details of transfer price or gift value
- Updated Memorandum of Association (MOA): new MOA reflecting changed share ownership; most free zones require new MOA to be attested or notarised
- Passport copies of new/outgoing shareholders
- No Objection Certificate (NOC): if new shareholder is already employed in UAE, NOC from employer may be required
- Share Transfer Deed: formal legal instrument; required by most free zones
UAE Free Zone Share Transfer Process
- Prepare documents listed above
- Submit to free zone authority: online or in-person submission to IFZA, DMCC, RAKEZ, etc.
- Pay share transfer fee: varies by free zone; AED 500–5,000 typically
- Free zone reviews and approves: typically 3-10 business days
- Updated documents issued: new trade licence with updated shareholders; new MOA; new share certificate
Share Transfer Costs
- IFZA share transfer: AED 1,500–3,000 (free zone fee)
- DMCC share transfer: AED 3,000–5,000
- RAKEZ share transfer: AED 1,000–2,000
- Legal/CSP fees (to draft documents): AED 2,000–5,000
- Total all-in cost: AED 3,500–10,000 depending on free zone and complexity
UAE CT Implications of Share Transfer
- Share transfer is not typically a UAE CT-taxable event (no UAE capital gains tax on share disposals)
- However: if shares are sold at a value exceeding the company’s net asset value, any gain is not subject to UAE CT for individuals
- UAE CT group consolidation: share transfers affecting group structure may trigger UAE CT grouping analysis; seek specialist advice