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Practical guide

Share transfer

Changing shareholders is a licence amendment, not a private agreement. It requires an amended memorandum, notarisation for mainland companies, authority approval, and — where a shareholder holds a visa through the company — an immigration file adjustment.

In practice

Transferring shares in a UAE company

Why the private agreement is not enough

A share purchase agreement between the parties records what you intend. The company is not changed until the licensing authority's register is changed, and until then the outgoing shareholder remains the shareholder of record for every purpose that matters — banking, liability and tax.

The immigration consequence

If the outgoing shareholder holds a residence visa sponsored through their shareholding, that visa is affected. Sequencing the transfer and the visa change in the wrong order can leave somebody without valid status.

Agree terms and priceObtain any pre-emptionPrepare and notarise tUpdate the authority aUpdate bank mandates a
The sequence. Each stage depends on the one before it.
Mainland
Amended MOA, notarised, with authority approval
Free zone
Zone-specific process, generally with board and shareholder resolutions
Bank
Must be notified; mandates and signatories usually need updating
UBO register
Must be updated within the prescribed window
Corporate tax
Ownership changes can affect group and loss positions
Timeline
Two to six weeks depending on the authority
What to watch. Shareholder loans are not shares. A departing shareholder who has lent the company money still has a debt claim after their shares transfer, and deals that address only the equity leave that hanging — usually surfacing at the worst moment.

The sequence

How it runs.

  1. Agree terms and price

    Including what happens to any shareholder loans, which are separate from shares.

  2. Obtain any pre-emption waivers

    The MOA or shareholders' agreement may give existing shareholders first refusal.

  3. Prepare and notarise the amendment

    Mainland transfers are notarised; free zones use their own forms.

  4. Update the authority and the UBO register

    The transfer is effective on the register, not on signature.

  5. Update bank mandates and visas

    In that order, and before the outgoing shareholder leaves.

Questions

Through a formal amendment to the company's constitutional documents, approved by the licensing authority. For mainland companies this involves a notarised amended MOA; free zones have their own process. A private agreement alone does not transfer ownership.

Typically two to six weeks depending on the authority, and longer if a corporate shareholder's documents need attestation.

Yes, where a shareholder holds their visa through the shareholding. Sequence the transfer and the visa changes carefully so nobody is left without valid status.

One question

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