How to buy a business in the UAE

Should you buy the shares or the assets?

	Share purchase	Asset purchase
What you buy	The company itself, through its shares	Named assets, contracts and staff of the business
Trade licence	Stays with the company; the licensing authority records the new owner [2][3]	Stays with the seller's company; your own company needs a licence for the activity [2]
Staff	Contracts continue: the employer is still the company, and the labour law keeps contracts in force through a change in the employer's form or legal status [7]	Staff who move sign new contracts with your company. End-of-service pay falls due at the end of a worker's service, so the sale agreement should say who pays it [7]
Debts, claims and court cases	Stay with the company, including ones nobody disclosed	Set by the sale agreement: you take on what it lists
Tax history	Stays with the company, which is the taxable person registered with the FTA [9]	Remains the seller's
Past tax losses	Usable only if the company carries on the same or a similar business after more than 50% of its ownership changes [8]	Don't move to you
VAT	The transfer of shares is VAT-exempt [11]	No VAT if it's a transfer of the whole business, or an independent part, to a taxable person who carries it on [10]

In a share purchase the licence, leases and contracts stay in the company, so they don't have to be moved one by one, although some leases and contracts need consent on a change of owner. You also inherit the company's past, which is why due diligence and the protections in the sale agreement carry more weight in a share deal.

For a mainland limited liability company, the Commercial Companies Law sets the rules: [2]

A formal, attested document. A partner may sell their stake to another partner or an outsider "under a formal instrument duly attested". The sale binds the company and third parties only once it's recorded in the commercial register.
The other partners can buy first. A partner selling to an outsider must notify the other partners through the manager. Each partner then has 30 days to buy the stake at the agreed price. If none does, the seller is free to sell.
The memorandum of association is amended. Any amendment takes effect once registered, and the company must notify the authority and the registrar within 15 business days of any change in its registered details, including its share capital and number of shareholders.

In Dubai, the Department of Economy and Tourism handles this through its trade licence amendment service, which covers "amend partners or parties involved" and changes to the memorandum of association. [3] Other emirates have their own economic departments.

Each free zone authority runs its own transfer service under its own company regulations. Two Dubai examples:

	DMCC	Dubai Development Authority (DDA)
Service	Share transfer, to existing or new shareholders, on the DMCC Member Portal [4]	Share transfer to an existing member [5]
Main documents	E-signed share transfer form and articles of association, board approvals, certificate of incumbency; a KYC form and proof of address for a new individual shareholder [4]	Share transfer form, signed approvals from the members and the buyer, a UBO declaration, recent audited accounts or a bank letter [5]
Signing	Documents e-signed on the portal; originals needed where the company holds physical DMCC-issued articles or acts through a power of attorney [4]	For a corporate member, the approvals notarised and attested by the UAE embassy [5]
Time	2 to 3 weeks [4]	About 5 working days [5]
Fees	Set in DMCC's schedule of charges; branches can't use the service [4]	AED 3,000 per transaction plus AED 500 for the articles amendment, and AED 20 in Knowledge and Innovation Dirham fees [5]

Check the target's free zone before you agree a timetable. The rules, documents and fees differ from one free zone to the next.

Can a foreigner buy a 100% stake in a UAE company?

For most activities, yes. Since early 2021, foreign investors can own all of a mainland company. The change removed the 51% Emirati ownership, or local agent, previously required for most activities. [1] The Commercial Companies Law lets the Cabinet set a list of activities with a "strategic impact" and the conditions for licensing them, and each emirate's licensing authority can set a required share for UAE nationals in the companies it licenses. [2]

The UAE government lists these activities as not open to full foreign ownership: [1]

security, defence and military activities
telecommunications
banks, exchange, financing, insurance, and printing banknotes or coins
commercial agencies, Hajj and Umrah organising, Holy Quran recitation institutes, and fishing, natural pearl and marine animal catching

A company must hold every approval and licence its activity needs before it trades. [2] Strategic activities also carry licensing conditions set by the Cabinet, so check them before agreeing terms for a target in one. [1][2]

What due diligence should you do before buying a UAE business?

What to check	Why it matters
Trade licence and activities	The licence must cover what the business actually does, and be valid. A change of activity is itself a licence amendment. [3]
Accounts	The starting point for the price. The DDA asks for recent audited accounts, or a bank letter, with a share transfer. [5]
Corporate tax registration and returns	Every company subject to corporate tax must register; late registration alone carries an AED 10,000 penalty. [9]
VAT registration and returns	Registration is compulsory above the AED 375,000 mandatory registration threshold. [11]
Tax losses	Losses survive a change of more than 50% in ownership only if the same or a similar business continues. [8]
Beneficial owner records	The company must keep a register of its real owners and its shareholders, and update them after any change: within 15 days for the shareholder register and 15 working days for the real-owner register. It can't register a change of ownership without a statement from the buyer on whether the real owner changes. [6][18]
Staff end-of-service amounts	Foreign full-time staff with at least a year's continuous service earn 21 days' basic wage for each of their first 5 years and 30 days for each year after, capped at 2 years' wages. In a share deal the company still owes this for past service. [7]
Leases	Whether the lease allows a change of owner or an assignment, and what the landlord must approve.
Debts, sureties and court cases	What the company owes, any debts of others it has backed, and any claim for or against it. Ask the seller to disclose them and confirm them independently.
Key contracts	Clauses that let a customer, supplier or franchisor end the contract on a change of control.

Due diligence tells you what to price, what to protect against in the sale agreement, and what to fix before completion.

How is buying a business taxed in the UAE?

Corporate tax for the seller. A company that sells shares can exempt the gain under the participation exemption. Among its conditions, the seller must hold at least 5% of the shares for an uninterrupted 12 months, and the company sold must be taxed at a rate of at least 9% where it's resident. [8] An individual holding shares personally is in a different position: the FTA leaves private investment income out of the test for whether an individual must register for corporate tax. [9]

Business restructuring relief. Where a company transfers its whole business, or an independent part of it, to another company in exchange for shares in that company, no gain or loss need be counted. [8]

Both must be UAE resident (or have a permanent establishment here), and neither can be an exempt person or a Qualifying Free Zone Person.
Both must have the same financial year end and the same accounting standards.
The transfer must have valid commercial reasons.
The relief is lost if, within 2 years, the shares go outside the group or the business is transferred on.

VAT. Transferring a business, or an independent part of it, to a taxable person who continues that business isn't a supply for VAT. [10] The transfer of shares is an exempt financial service. [11] If the conditions aren't met, VAT can be due on the assets sold.

Do you need merger control approval to buy a UAE business?

Under the Competition Law (Federal Decree-Law No. 36 of 2023), an "economic concentration" is a merger or acquisition that gives one business control of another. Where one would affect competition in the relevant market, the parties must apply to the Ministry of Economy at least 90 days before completion if either threshold is met: [12][13]

their total annual sales in the relevant UAE market exceeded AED 300 million in the last financial year, or
their combined share of the relevant UAE market exceeded 40%.

These thresholds have applied since 31 March 2025. [13] In an acquisition, the buyer files, with each party's audited accounts for the last 3 financial years and proof that the filing fee is paid. [16] The fee is 0.02% of the parties' combined annual sales, capped at AED 150,000. [17] The Ministry decides within 90 days of a complete application, extendable by 45 days, and the deal can't be completed in that time. If no decision is issued, the application counts as rejected. [12] Breaching these rules can bring a fine of 2% to 10% of the UAE sales of the goods or services concerned in the last financial year. [12]

Two exceptions:

Where all the parties are in one emirate and the effect stays inside it, that emirate's competent authority considers the deal under the same rules. [12]
Sectors whose own regulator sets competition rules under another law are excluded, unless that regulator asks the Ministry to act. [12]

The sales test is a high figure, but the 40% market-share test can catch a smaller deal in a narrow market. Check both early, because the 90 days sit inside your timetable. [12][13]

Can buying a UAE business get you a residence visa?

It can, if your stake meets one of two investor routes. ICP and GDRFA decide, never the seller or an adviser:

Green Visa (investor or partner): GDRFA Dubai requires the investor's or partner's share to be no less than AED 1 million paid. [15]
Golden Visa (investor): a UAE company with capital of at least AED 2 million, or a partner's share of at least AED 2 million, from your own funds and not a loan; or a company paying at least AED 250,000 a year in federal taxes. [14]

The full requirements are in our guides to the UAE residence visa and the UAE Golden Visa.

How Marlborough Gulf helps

What we do:

We plan the purchase with you: share or asset route, and how the business will sit within your family's wider structure.
We organise the due diligence and coordinate the work of your lawyers and accountants.
We advise on how corporate tax and VAT apply to the deal and the business afterwards, and keep the books once you own it.
If you need a new company to buy through, we set it up (for example a RAK ICC holding company, as a RAK ICC registered agent), and coordinate the licensing steps with the authority.

What others do: A law firm drafts and negotiates the sale agreement and advises on merger control and sector approvals. A registered tax agent represents you before the FTA where needed.

Company formation → Tax consultancy →

Request a consultation

Common questions

Can a foreigner buy a business in Dubai?

Yes. Foreign investors can own 100% of most mainland companies. A short list of strategic activities, such as banking and telecoms, stays restricted. [1]

How long does a share transfer take in Dubai?

On the mainland, Dubai's Department of Economy and Tourism says a licence amendment takes about 10 minutes at a service centre once the attested documents are ready. In DMCC, processing takes 2 to 3 weeks. In the DDA free zones, about 5 working days for a transfer to an existing member. [3][4][5]

Does the trade licence transfer when you buy a business?

In a share purchase the licence stays with the company, and the authority records the new owner. In an asset purchase it stays with the seller's company, and your own company needs a licence for the activity. [2][3]

What happens to employees when a UAE company is sold?

In a share sale their contracts continue, because the employer is still the same company. The labour law keeps contracts in force through a change in the employer's form or legal status, with the new employer responsible from the date its records are amended with the authorities. [7]

Is there VAT on buying a business in the UAE?

Not on the transfer of a whole business, or an independent part, to a taxable person who carries it on. The transfer of shares is VAT-exempt. [10][11]

This guide is general information, not legal or tax advice for your circumstances.

Sources

u.ae (UAE government portal), Full foreign ownership of commercial companies, updated 27 Oct 2026. https://u.ae/en/information-and-services/business/Doing-business/doing-business-on-the-mainland/full-foreign-ownership-of-commercial-companies
Federal Decree-Law No. 32 of 2021 on Commercial Companies, Articles 10, 11, 15, 79 and 80, UAE Legislation portal (last updated 1 Oct 2025). https://uaelegislation.gov.ae/en/legislations/1542
Invest in Dubai (Department of Economy and Tourism), Request to amend a trade licence, read 29 Oct 2026. https://investindubai.gov.ae/en/business-setup/business-setup-services/request-to-amend-trade-licence
DMCC, Share Transfer Guidelines, read 29 Oct 2026. https://dmcc.ae/members/support/knowledge-bank/share-transfer-guidelines
Dubai Development Authority, Share Transfer to an Existing Member, read 29 Oct 2026. https://dda.gov.ae/registration-licensing/existing-businesses/registration-and-licence-amendments/share-transfer-to-an-existing-member
Cabinet Decision No. 109 of 2023 on Regulating the Beneficial Owner Procedures, Articles 8, 10 and 15, in force 16 Nov 2023, UAE Legislation portal (state: Active, read 29 Oct 2026). https://uaelegislation.gov.ae/en/legislations/2176
Federal Decree-Law No. 33 of 2021 Regarding the Regulation of Employment Relationships and its amendments, Articles 48 and 51, Ministry of Human Resources and Emiratisation. https://www.mohre.gov.ae/assets/download/3bde4984/Federal%20Decree-Law%20No.%2033%20of%202021%20Regarding%20the%20Regulation%20of%20Employment%20Relationship%20and%20its%20amendments_638990571068264034.pdf.aspx
Federal Decree-Law No. 47 of 2022 on Corporate and Business Tax, Articles 23, 27 and 39, UAE Legislation portal (last updated 1 Oct 2025). https://uaelegislation.gov.ae/en/legislations/1582
Federal Tax Authority, Corporate Tax Registration, updated 26 Oct 2026. https://tax.gov.ae/en/services/corporate.tax.registration.aspx
Federal Decree-Law No. 8 of 2017 on Value Added Tax, Article 7, UAE Legislation portal (last updated 1 Oct 2025). https://uaelegislation.gov.ae/en/legislations/1227
Cabinet Decision No. 52 of 2017, Executive Regulation of the VAT law, and its amendments to Cabinet Decision No. 149 of 2026, Articles 7 and 42, Federal Tax Authority. https://tax.gov.ae/datafolder/Files/Legislation/2026/Law-No-8-of-2017-and-its-amendments--09-2026.pdf
Federal Decree-Law No. 36 of 2023 Regarding Regulating Competition, Articles 1, 4, 12, 13, 21 and 25, UAE Legislation portal (state: Active, read 29 Oct 2026). https://uaelegislation.gov.ae/en/legislations/2117
Cabinet Resolution No. 3 of 2025 on the thresholds under the Competition Law, Article 3, in force 31 Mar 2025, UAE Legislation portal. https://uaelegislation.gov.ae/en/legislations/2788
ICP, What is the UAE Golden Residency?, updated 10 Sep 2026. https://icp.gov.ae/en/uae-golden-residency/
GDRFA Dubai, Green visa issuance (investor/partner), site updated 28 Oct 2026. https://www.gdrfad.gov.ae/en/node/13902
Cabinet Resolution No. 59 of 2026 on the Executive Regulations of the Competition Law, Articles 10, 11 and 13, in force 30 Jul 2026, UAE Legislation portal. https://uaelegislation.gov.ae/en/legislations/4451
Cabinet Resolution No. 105 of 2026 on the fees under the Competition Law, Article 2, in force 29 Jul 2026, UAE Legislation portal. https://uaelegislation.gov.ae/en/legislations/4595
Cabinet Resolution No. 134 of 2025 on the Executive Regulations of Federal Decree-Law No. 10 of 2025 on Anti-Money Laundering, in force 14 Dec 2025, Articles 38 and 70, CBUAE Rulebook, read 29 Oct 2026. https://rulebook.centralbank.ae/en/rulebook/cabinet-resolution-no-134-2025-regarding-executive-regulations-federal-decree-law-no-10

How to buy a business in the UAE: share or asset purchase, due diligence, tax and approvals