Share Transfer · Dubai LLC
Share Transfer in a Dubai LLC: Complete Notarization Guide 2026
Buying or selling shares in a Dubai LLC? The notarization process involves more documents than most expect. Complete guide with checklist, fees, and timeline from UAE corporate notary specialists since 1997.
Share transfers in a Dubai LLC (buying or selling an ownership stake) require a specific sequence of notarized documents. Unlike share transfers in public companies, LLC share transfers are a private, document-intensive process regulated by the DED and the UAE Commercial Companies Law.
In our Deira office, share transfers are among the most involved corporate transactions we handle. Clients often underestimate the number of documents required, and which of those must be notarized. An incomplete document set delays DED processing and, in some cases, invalidates the transfer entirely.
This guide covers every document you need, the complete process, fees, and common complications, including transfers involving foreign nationals after the 2021 ownership reforms.
Need corporate notary services in Dubai? Our Deira office replies promptly — WhatsApp us for a free quote.
What Makes LLC Share Transfers Different?
Shares in a private LLC are not freely tradeable. They are not listed on an exchange and cannot simply be sold to any willing buyer. Key characteristics that distinguish LLC share transfers:
Right of first refusal applies
Under Federal Law No. 32 of 2021, existing partners have the right to purchase the transferring partner's shares at the same price before they can be sold to a third party. This right must be formally waived in writing before an external transfer proceeds.
All changes must be recorded in the MOA
The new shareholding structure must be reflected in an amended Memorandum of Association. The MOA is the company's constitutional document; it must be updated, notarized, and filed with DED every time the ownership structure changes.
DED updates the trade license
The trade license lists all partners and their share percentages. A share transfer is not legally complete until the DED has processed the MOA amendment and issued an updated trade license reflecting the new ownership.
All notarizations happen at Dubai Courts
Unlike free zone transfers (which are processed internally by the free zone authority), mainland LLC share transfers require formal notarization at Dubai Courts for multiple documents.
Who Must Consent to a Share Transfer?
Under Federal Law No. 32 of 2021 (UAE Commercial Companies Law), the consent requirements depend on whether the transfer is to an existing partner or a new third party:
Transfer to an Existing Partner
Simpler process. Remaining partners' right of first refusal is less of an obstacle since the transfer stays within the existing ownership group. A shareholders' resolution confirming all partners' consent to the transfer is still required.
The MOA amendment must still be notarized and filed with DED.
Transfer to a Third Party
More complex. All remaining partners must either waive their right of first refusal in writing, or formally confirm they do not wish to purchase the shares at the offered price.
The waiver must be documented, either in a separate notarized waiver letter signed by each partner, or recorded in the shareholders' resolution confirming consent to the transfer.
Documents Required for a Share Transfer
These are the documents needed for a complete, DED-compliant LLC share transfer. We prepare all required documents for our clients; you provide the information, we handle the drafting and notarization.
| Document | Required? | Notarized? |
|---|---|---|
| Share Transfer Agreement (Deed of Assignment) | Yes | Yes |
| Shareholders' Resolution approving the transfer | Yes | Yes |
| MOA Amendment reflecting new share structure | Yes | Yes |
| Right of First Refusal Waiver (third-party transfer only) | Yes | Yes (if separate document) |
| Emirates IDs of all parties | Yes | No (certified copy) |
| Passport copies (for non-residents) | Yes | No |
| DED Initial Approval of new partner (if new party) | Yes | No |
| Current trade license copy | Yes | No |
| Current notarized MOA (to verify existing structure) | Yes | N/A (existing copy) |
Step-by-Step Share Transfer Process
Total timeline: 5–10 working days for a standard transfer with all parties in the UAE.
Parties agree on transfer price and terms
The transferor and transferee agree on the consideration (price), payment terms, and any conditions. If there are multiple existing partners, the right of first refusal notification process begins at this stage.
We draft the Share Transfer Agreement
We prepare the bilingual Arabic/English Deed of Assignment reflecting the agreed terms. The agreement identifies the parties, the number and percentage of shares being transferred, the consideration, and the effective date.
We draft the Shareholders' Resolution
We prepare the resolution confirming all partners' consent to the transfer. If the transfer is to a third party, the waiver of right of first refusal is incorporated here or prepared as a separate document.
All parties sign: Dubai Courts notarization
The Share Transfer Agreement and Shareholders' Resolution are notarized at Dubai Courts. All relevant parties (transferor, transferee, and other partners if required) must appear with original Emirates IDs. We schedule and attend the appointment.
We draft the MOA Amendment
Once the transfer is notarized, we draft the amended MOA reflecting the new shareholding structure. The amendment must show each partner's name, nationality, shareholding amount (AED), and percentage.
MOA Amendment notarized at Dubai Courts
The amended MOA is notarized at Dubai Courts, a separate appointment from the share transfer notarization. All partners who appear in the amended MOA must be present or represented by a notarized POA.
Submit all documents to DED
We submit the complete document set to DED for approval: notarized Share Transfer Agreement, Shareholders' Resolution, and amended MOA, together with the initial approval for the new partner (if applicable). DED reviews and approves the new structure.
New trade license issued
DED issues an updated trade license reflecting the new shareholding structure. The share transfer is legally complete from this point. The new partner is now officially registered.
Planning a Share Transfer?
WhatsApp us the company name and the details of the transaction; we'll prepare all required documents and handle the notarization from start to finish.
WhatsApp Us NowOr call: +971 56 121 1630
Share Transfer to a Foreign National: Additional Requirements
Following the 2021 reforms under Federal Law No. 32 of 2021, foreign nationals can own up to 100% of most mainland LLC activities. However, there are additional requirements when the incoming shareholder is a foreign national:
Valid UAE entry stamp or residence visa
The incoming foreign shareholder must hold a valid UAE entry stamp in their passport, or a UAE residence visa. A visitor visa is generally acceptable for the purpose of signing the share transfer documents at Dubai Courts.
DED confirmation that the activity allows foreign ownership
Most mainland activities now allow 100% foreign ownership post-2021 reforms. However, certain activities (particularly in strategic sectors) remain restricted. DED maintains a list of activities requiring an Emirati partner or minimum local ownership. We confirm activity eligibility before commencing the transfer.
Ministry clearance for restricted sectors
If the company's activity falls in a regulated sector (banking, insurance, oil and gas, certain professional services), the relevant ministry (UAE Central Bank, CBUAE, or a sector regulator) may require prior approval of the ownership change before DED will process the transfer.
Certified translation of foreign documents
If the incoming shareholder's documents (passport, company documents for corporate shareholders) are not in Arabic or English, certified translations are required.
Share Transfer Fees
The following government fees apply to a standard Dubai mainland LLC share transfer. Our professional service fee is quoted separately based on the complexity of the transaction.
| Fee Item | Amount (AED) |
|---|---|
| DED share transfer registration fee | 0.5% of transfer value (min AED 2,000) |
| MOA amendment notarization at Dubai Courts | AED 300–510 |
| Share Transfer Agreement notarization | AED 320–510 |
| Shareholders' Resolution notarization | AED 300–510 |
| DED trade license amendment fee | AED 1,020 + knowledge/innovation fee |
| Right of First Refusal waiver notarization (if separate) | AED 300 |
Note: Government fees are subject to change. The DED registration fee is calculated on the agreed transfer value; for a nominal consideration transfer between partners, additional rules may apply. Our team will advise on the applicable fee structure before you proceed.
Can a Share Transfer Be Done Without Notarization?
No. Under UAE law, the Share Transfer Agreement and MOA Amendment are legally invalid without Dubai Courts notarization. DED will not update the trade license based on unnotarized documents.
We occasionally see situations where parties have signed an informal share transfer agreement without notarization, sometimes because the original parties were in different countries or because they believed the informal agreement was sufficient. These agreements have no legal standing in the UAE and cannot be enforced.
If you have a pre-existing informal agreement:
WhatsApp us the situation. We can advise on whether the informal agreement creates any legal complications for the formal notarized transfer, and how to structure the documents going forward.
Share Transfer vs. Company Sale: Key Difference
These two terms are often used interchangeably, but they refer to different legal transactions:
Share Transfer
Changes the ownership of shares in the company. The company itself continues as a legal entity, with the same trade license, same registration number, same contracts and liabilities. Only the ownership changes.
Documents: Share Transfer Agreement + Shareholders' Resolution + MOA Amendment.
Full Company Sale (Asset Sale)
May involve the buyer acquiring the company's assets, client contracts, and trade name, not the company shares themselves. The original company may be dissolved or restructured. Different process, different documents.
Involves additional due diligence, potential liability transfer issues, and possibly a new company registration.
If you are unsure which structure applies to your situation, or which is more appropriate for your goals, WhatsApp us for a free initial assessment. Getting this decision right at the start saves significant time and expense.
Frequently Asked Questions
Can a Dubai LLC share transfer be completed without all partners being present at Dubai Courts?+
Not by default. All parties to the transfer (both the transferor/seller and transferee/buyer) must either appear in person at Dubai Courts or grant a notarized Power of Attorney authorizing someone to sign on their behalf. If any partner cannot attend, we prepare the necessary POA documents before the share transfer appointment. Partners outside the UAE must execute the POA abroad with UAE Embassy notarization and MOFA attestation before the transfer can proceed.
How long does a Dubai LLC share transfer take from start to finish?+
In our practice, a straightforward share transfer where all parties are in the UAE and documents are in order typically takes 5–7 working days: 1–2 days for drafting, 1 day for Dubai Courts notarization, and 3–4 days for DED processing and new trade license issuance. Complex transfers involving foreign nationals, restricted activities, or disputes over the right of first refusal can take 2–4 weeks.
What happens if existing partners refuse to sign the right of first refusal waiver?+
Under Federal Law No. 32 of 2021, if existing partners exercise their right of first refusal, they must purchase the shares at the same price offered to the third party. If they neither purchase the shares nor provide a written waiver within the statutory period (typically 30 days after formal notification), the partner wishing to transfer may proceed with the sale to the third party, but this must be properly documented with legal notices. We advise on the right of first refusal process before initiating the transfer.
Can a share transfer agreement be back-dated?+
No. Back-dating a share transfer agreement is illegal in the UAE and constitutes document fraud. The agreement must reflect the actual date of signing. If a transfer was agreed verbally at an earlier date, the formal documentation must still reflect the actual signing date. Dubai Courts notaries verify dates, and the DED timestamps all submissions.
General Information Disclaimer
The content of this article is provided for general reference purposes only and does not constitute legal advice. Government fees, regulations, procedures, and timelines are set by UAE authorities and are subject to change without notice. All specific fee figures are indicative only; verify current rates with the relevant authority (Dubai Courts, DED, MOFA, or applicable consulate) before instructing. For advice specific to your company documents and circumstances, contact us directly.
Need Help with a Dubai LLC Share Transfer?
Our team handles the full share transfer process: drafting, notarization, and DED filing. We have managed hundreds of LLC share transfers for mainland companies since 1997.
Or call: +971 56 121 1630