Dubai Company Shareholder Director Information Change Guidance Note

In the Dubai business environment, changes in the company's shareholder or director information are high-frequency business and may be triggered by needs such as equity financing, management upgrades, and personnel adjustments. Change operations must follow the core logic of "internal decision-making is legal, material submission is standardized, official approval is passed, and information is synchronized and complete", otherwise the change may be invalid and affect the compliance operation of the enterprise.

Shareholder Information Change: Equity Transfer Compliance Path

1. Internal decision-making and agreement signing

resolution of shareholders' meeting: to hold a general meeting of shareholders, it is necessary to obtain the consent of more than 2/3 voting shareholders and form a written resolution. The resolution shall specify the identity of the old and new shareholders, the shareholding ratio, the transfer consideration (if any) and the effective date.

Equity transfer agreement: sign a written agreement to clarify the terms of the transfer. If the withdrawal of foreign shareholders is involved, proof of compliance with cross-border transfer of funds is required.

2. Document preparation and notarization

list of core documents:

resolution of shareholders' meeting (notarized version)

equity Transfer Agreement (notarized version)

copy of new and old shareholder's passport (to be certified by UAE embassies and consulates abroad)

amendments to the Articles of Association (to be signed by all shareholders)

copy of original business license

notarization requirements: if the new shareholder is a non-UAE resident, the agreement needs to be notarized at the notary office in Dubai; if local shareholders are involved, an additional employment permit change document approved by the Ministry of Labor is required.

3. Government approval and license renewal

submit the application: Submit the change application through the Dubai Department of Economic Development (DED) or the free zone online system (e. g. DMCC's "Smart Hub"), upload the notarized documents and amendments.

Approval cycle: It usually takes 5-7 working days for inland companies and 3-5 working days for free zone companies (such as JAFZA). If sensitive industries are involved (e. g. finance, healthcare), additional industry regulatory approval is required.

License renewal: After approval, the change fee will be paid and the new business license will be obtained. The updated shareholder information will be reflected in the license.

4. Subsequent compliance operations

bank account update: notify the opening bank to change the authorized signatory and beneficial owner information, submit a new business license and shareholder resolution. For example, a trading company needs to update its online banking permissions to ensure that new shareholders can operate accounts.

Tax registration change: report the change of equity to the Federal Tax Administration (FTA) and update the tax registration certificate. If the transfer generates capital gains, tax is payable at a rate of 20%.

Third-party notifications: Notify suppliers, customers and partners of changes and update signatory clauses in contracts.

Director Information Change: Governance Structure Adjustment Key Steps

1. Board resolutions and documents signed

resolution of the Board of Directors: Convene a meeting of the Board of Directors, pass a resolution on the appointment and removal of directors, and clarify the duties of the new directors and the effective date. Resolutions must be signed by all directors and accompanied by minutes of the meeting.

Director appointment/resignation documents: sign a written appointment letter or resignation letter, which needs to be signed and confirmed by the new director. If the new director is a resident of the Union, local guarantor information is required.

2. Document preparation and submission

list of core documents:

resolution of the Board of Directors (notarized copy)

director Appointment Letter/Resignation Letter

copy of new director's passport (authentication required)

amendments to the Articles of Association (if it involves the adjustment of directors' powers)

copy of original business license

special requirements for free zones: For example, the IFZA Free Zone requires new directors to pass a compliance background check and submit a certificate of no criminal record.

3. Government approval and registration update

submit application: submit change application through DED or free zone online system, upload notarized documents and amendments. Some free zones (such as SAIF Zone) support "one-click synchronization" to update associated documents (such as customs codes and chamber of commerce registration certificates).

Approval cycle: it takes 3-5 working days for inland companies and 2-4 working days for free zone companies. If it involves a change in the director's visa, an application must be submitted to the Immigration Bureau at the same time.

Registration information update: After approval, obtain a new business license and update the record in the Dubai Chamber of Commerce.

4. Subsequent compliance operations

visa and Residence Permit: If new directors need to stay in the UAE, they need to apply for a work visa and residence permit, and submit a medical report and academic certificate.

Company seal update: replace the company seal, contract seal, etc., to ensure that the seal information is consistent with the new director.

Internal governance documents: update the register of shareholders, the register of directors and the company register (Maaflipany Register), and keep the paper and electronic versions for reference.

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