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Insights · UAE Company Law

The UAE changed its company law.7 things you can now do with your business

By Orpheus Financial · Updated 30 October 2026

A free zone company grows. Most of its clients are now on the mainland. The founders want to bring in an investor, and one of them is quietly thinking about what happens to his shares if something happens to him.

For years, each of those questions had an awkward answer in the UAE. Moving meant closing one company and forming another. Investor rights in an LLC were hard to tailor. Succession was often left to chance.

Federal Decree-Law No. 20 of 2025 changed that. It amends the UAE Commercial Companies Law (Federal Decree-Law No. 32 of 2021), was issued on 1 October 2025 and published in the Federal Gazette on 14 October 2025. Here is what it lets your business do, and where the fine print still matters.

The short version

Companies can move their registration between emirates, free zones and the mainland while keeping the same legal identity, where both authorities allow it.
Mainland LLCs can create different share classes, within rules set by the Cabinet.
Drag-along, tag-along and buy-out rights on a partner's death can now be written into company documents.
Free zone companies operating onshore follow mainland company law for that onshore activity.
Several changes depend on further rules from the Cabinet, the securities regulator or your licensing authority.

01Article 15 bisMove your company without starting over

Under the new Article 15 bis, a company can transfer its registration from one licensing authority to another: between emirates, between free zones, and between a free zone and the mainland. It does this without liquidation. The company keeps its legal personality, rights, obligations and contracts. Its licences are a separate matter: the licensed activities move only with the approval of the new authority, which may issue or amend licences under its own rules.

Picture this: A consultancy formed in a free zone now earns most of its revenue onshore. Before, it would have closed and re-formed, opening new bank accounts and re-signing contracts. Re-domiciliation is designed to let it move as the same company.

The fine print

The move needs a special resolution or the required shareholder majority, approval from both the current and new authority, compatible registration systems, no blocks on the company's record, and publication of the decision. Procedures have been published for some transfer types but not all, and moves involving DIFC or ADGM follow their own registrar rules. Confirm the route with both authorities before planning around it.

02Article 76Give investors different rights from founders

Mainland LLCs may now issue different classes of shares, for example with different voting, dividend, redemption or liquidation rights. Before, multiple share classes were essentially limited to public joint stock companies.

Picture this: Two founders want growth capital. The investor wants a priority return on a sale; the founders want to keep voting control. Share classes let one company carry both arrangements.

The fine print

The permitted classes and conditions are set by Cabinet decision, and each class must be recorded with the registry. Not every investor term used abroad will automatically fit. Check what your authority currently accepts before you promise terms to an investor.

03Article 14Agree exits before anyone needs one

The law now expressly recognises drag-along rights (majority owners can require minority owners to join a sale on agreed conditions) and tag-along rights (minority owners can join a sale on the same terms). LLCs can include them in the memorandum of association; private joint stock companies in their articles.

Picture this: A buyer wants 100% of a company. Without a drag-along clause, one small shareholder can block the deal.

The fine print

Recognition in the law does not make every clause enforceable. The wording must be properly drafted, included in the constitutional documents, and, in an LLC, work alongside the statutory pre-emption rights other partners have. Many groups also back these clauses with a shareholders' agreement.

04Article 14Plan for a partner's death

LLCs and private joint stock companies can now agree in advance what happens to a shareholder's stake when they die, including a priority right for the company or the remaining partners to buy it at an agreed price. If the heirs dispute the value, it can be set through a court-appointed valuation.

Picture this: One of three partners passes away. Because the documents already say who may buy the shares and how the price is agreed, the remaining partners and the family start from a clear process instead of a blank page. That can reduce uncertainty, although disagreements over value or inheritance can still arise.

The fine print

These clauses govern who ends up holding the shares, not who is entitled to their value. Inheritance rights under the applicable law still apply, and a dispute over valuation can take time. Pair the company clause with personal estate planning.

05Articles 3, 5, 9Clear rules for free zone companies working onshore

The law confirms that companies incorporated in UAE free zones, including financial free zones, hold UAE nationality. Where a free zone company operates on the mainland through a branch or representative office, the Commercial Companies Law applies to that onshore activity.

The fine print

This does not move the whole company under mainland law. Activity inside the free zone remains governed by free zone rules. Treat it as a reason to check your onshore branch, not a change to your free zone licence.

06Articles 32, 266Raise money privately as a private joint stock company

Under Article 32, private joint stock companies may offer securities by private placement, under controls set by the Securities and Commodities Authority (SCA).

The amendments also shortened the lock-up on founders selling shares in a private joint stock company. According to the Ministry of Economy and Tourism, that period can be reduced further or waived by ministerial decision, and it does not apply where shares are offered by private placement or listed on a UAE financial market. The exact conditions are set by the amended Article 266 and SCA rules.

The fine print

The SCA sets the conditions for private placement, and law firm commentary reads the exemption narrowly, as applying where shares are both privately placed and listed. Confirm the exact conditions with counsel and the SCA before planning a raise around it.

07Article 275Convert from LLC to joint stock company more easily

The conversion process is simpler. The company keeps its legal personality, and its existing management can oversee the conversion unless the general assembly decides otherwise, instead of forming a separate founders' committee.

The fine print

Conversion is not automatic. It still needs shareholder approval and must follow the Ministry of Economy and Tourism or SCA procedures.

Also in the law

Non-profit companies

The amendments introduce a mainland non-profit company, which reinvests its profits into its objectives instead of distributing them. Its permitted activities, governance and exemptions are set by Cabinet decision, so check the current rules before choosing this form.

What to review now

If you have investors, or plan to raise

Review your memorandum for exit clauses and how they sit with pre-emption rights
Ask whether share classes are available for your company yet

If you run a family business or have several founders

Add a buy-out clause for a partner's death
Align it with each partner's personal estate planning

If you are a free zone company with mainland clients

Check your onshore branch or office against mainland requirements
Ask both authorities whether re-domiciliation is available for your route

For every company

Map every entity, its authority and its purpose on one page
Confirm your corporate tax registration and filings with the Federal Tax Authority

Sources & references

UAE legislation and professional legal commentary.

7 sources

Official sources(2)

Federal Decree-Law No. 32 of 2021

UAE Commercial Companies Law, as amended by Federal Decree-Law No. 20 of 2025, published in Federal Gazette No. 809 on 14 October 2025.

UAE Ministry of Economy and Tourism

Review of Commercial Companies Law amendments, published on 6 January 2026.

Law firm commentary(5)

Baker McKenzie
Recent amendments to the Commercial Companies Law
Gibson Dunn
Recent amendments to the UAE Commercial Companies Law
Cleary Gottlieb
UAE Companies Law Update 2025
Clyde & Co
UAE Companies Law amendments 2025
Galadari
Federal Decree-Law No. 20 of 2025 key points

Note: Regulations and implementing guidance may change. Verify current requirements and seek independent legal advice.

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Chapter 01 of 10

The story

The email that arrived on a Tuesday

It came from the bank, three years after everything had been set up perfectly.

“As part of our periodic review, please provide updated ownership documents, board resolutions for the last two financial years, and evidence of the company's activities. Failure to respond within 30 days may result in restrictions on the account.”

Let's call the founder Karim. He is a composite of the people we meet every month, and his story is common enough that you may recognise parts of it.

Karim had done things properly. A UAE holding company. A free zone trading company beneath it. A separate entity for the family's Dubai apartment. A lawyer drew the chart, the licences arrived, the bank accounts opened. On paper, it was clean.

Then life happened. A partner left and his shares were bought back, but nobody updated the register. Board decisions were made on WhatsApp calls from three countries and never written down. A licence renewal slipped by a few weeks. The corporate tax registration was done for one entity and forgotten for another.

None of it felt urgent. Until the email.

This article is about the difference between a structure that was built right and one that is run right. The first is corporate structuring. The second is corporate governance. You need both, and most people only pay attention to the first.

In short

Corporate structuring is how your companies are arranged: which entities exist, where they sit, and who owns what.
Corporate governance is how those entities are run every year: decisions, records, filings and renewals.
Structures rarely fail at setup. They drift afterwards, usually at three moments: the first filing year, the first bank review, and the first big life change.
In the UAE, every entity carries its own yearly obligations, even an SPV with no staff.
One owner and one calendar across the whole structure is what keeps it credible to banks, regulators and investors.

What a well-built structure looks like

Here is the shape Karim's group should have had from day one, with each entity doing exactly one job.

Cross-border structure with a family foundation, holding company, operating company and two SPVs, all governed by one calendar — One job per entity. One governance calendar across the group.

Control and succession sit in the foundation, management in the holding company, and risk in separate vehicles. The governance layer underneath is what most groups forget to build.

Frequently asked questions

What is the difference between corporate structuring and corporate governance?

Corporate structuring is how your entities are arranged and owned. Corporate governance is how they are run and kept compliant each year. Structuring happens mostly at the start; governance never stops.

Is corporate governance a legal requirement for UAE companies?

Yes. Every UAE company has statutory duties, including keeping registers current, renewing its licence, maintaining accounting records and filing corporate tax returns.

Do holding companies and SPVs need governance if they have no staff?

Yes. An entity with no employees still needs documented decisions, current registers, a valid licence and its annual tax filings. Quiet entities are the ones most often missed.

How often do banks review corporate accounts in the UAE?

Banks review corporate clients periodically, and more often for groups with owners or entities in several countries. Being able to produce current registers, recent resolutions and evidence of activity quickly makes these reviews routine.

What is a beneficial owner register?

It is a record of the individuals who ultimately own or control a company. UAE companies must keep it up to date and report changes to their registrar within the set deadline.

Can one provider manage governance for entities in several countries?

Yes, and it is usually the safest approach. One owner and one calendar across the whole structure prevents deadlines falling between different advisers.

When should a family add a foundation to its structure?

When the main question shifts from how the business is run to what happens to it after the founder. A foundation separates ownership from any one person's estate and sets succession rules in advance.

How long does it take to fix a structure with governance gaps?

It depends on how many entities are involved and how far records have drifted. Fixing it before a bank or regulator asks is always faster and cheaper than fixing it under a deadline.

Can I move my free zone company to the mainland?

The law now allows it, where both the free zone and the mainland authority approve and their procedures support the transfer. Ask both authorities about your specific route first.

Does my company keep its legal identity if it re-domiciles?

Yes. A re-domiciled company keeps its legal personality, rights, obligations and contracts. Its licences need approval from the new authority and do not transfer automatically.

Do shareholders need to approve a re-domiciliation?

Yes. It needs a special resolution or the required majority of shareholders, as well as approval from both authorities.

Can a UAE LLC have preferred shares?

LLCs can now have different share classes, which can include preference-type rights. The permitted classes are set by Cabinet decision, so confirm what is available before agreeing terms.

How can minority investors protect their exit?

A tag-along clause lets them sell on the same terms as the majority. It must be written into the memorandum or articles and drafted to work with pre-emption rights.

Can my partners buy my shares if I die?

Yes, if the company documents give them or the company a priority right to buy. Your heirs remain entitled to the value under the applicable inheritance law.

Do I need to amend my memorandum now?

Not necessarily. Existing documents stay valid. Amend them if you want to use the new options, such as exit clauses, share classes or succession buy-outs.

Disclaimer: This article is for general informational purposes only and does not constitute legal, tax, or financial advice. Regulations are subject to change, and you should consult with a qualified professional regarding your specific corporate structure.