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What Is a Company Shares Sale in Dubai?
A company shares sale is the official registration of a full or partial transfer of business ownership between a seller and a purchaser at the Dubai Land Department (DLD). The total DLD registration fee is 4% of the sale value, split equally between the two parties.
This service applies to licensed business entities registered in the UAE. Limited liability companies, private joint stock companies, public joint stock companies, sole establishments, free zone entities, branches, and civil works companies can all register a change in ownership through this procedure. Both full and partial transfers are permitted, allowing a shareholder to sell the entire company or transfer a portion of shares while retaining the remainder.
The transaction is processed exclusively through authorised Real Estate Registration Trustee Centres connected to the DLD system. All documents are uploaded through the DLD system, and fees are settled through official payment channels. Once the DLD audits and approves the transaction, updated ownership details are reflected in the company’s title record. The new ownership structure must be reflected in an updated trade licence.
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Why Is DLD Registration Required for Company Shares Sales?
Under Law No. (7) of 2006 Concerning Real Property Registration in the Emirate of Dubai, all transactions that create, transfer, change, or cancel rights over real property must be registered at the DLD. When a company holds real estate in Dubai, changes in its shareholding structure must be registered with the DLD. A proportionate transfer fee applies. Failure to notify the DLD of a shareholding change can result in a fine.
This requirement exists because the identity of a company's shareholders directly affects its eligibility to hold property. A mainland company with UAE national shareholders that owns property outside designated freehold areas, cannot transfer shares to a foreign national without potentially losing its right to hold that property. The DLD therefore treats a company shares sale as a registrable transaction, regardless of whether the underlying real estate itself is being sold.
Eligibility and Ownership Rules
Any licensed business entity operating in the UAE may register a company shares sale at the DLD, provided the ownership change complies with applicable property and company laws. The following rules apply.
UAE and GCC nationals and companies wholly owned by them may own real estate anywhere in Dubai. Foreign nationals and foreign-owned companies may acquire freehold interests only in areas designated for foreign ownership by the Ruler of Dubai. Public joint stock companies listed in the UAE or GCC are permitted to own property across the emirate.
Free zone companies incorporated in approved Dubai free zones, such as the Jebel Ali Free Zone (JAFZA) and the Dubai Multi Commodities Centre (DMCC), may own real estate in designated freehold areas. Foreign companies cannot directly own Dubai property but may establish a company in an approved free zone and register the property in that entity's name.
When transferring shares in a property-owning company, both the seller and the purchaser must ensure that the post-transfer ownership structure does not breach these location-based restrictions. If the new shareholder composition renders the company ineligible to hold property in its current location, the DLD may reject the transaction.
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Registration Process at the Trustee Centre
The DLD's company shares sale service is completed through the following steps at an authorised Real Estate Registration Trustee Centre such as EGSH.
Step 1 — Visit the Trustee Centre. The seller and purchaser (or their authorised representatives) attend a Real Estate Registration Trustee Centre. This service is initiated at a EGSH trustee centre without a prior online application.
Step 2 — Submit documents. All required documents are handed to the trustee employee for verification. The employee checks for completeness and flags any missing items. Verified documents are uploaded to the DLD system via the digital treasury.
Step 3 — Transaction audit. The employee enters the transaction details into the DLD system. The transaction is reviewed within the DLD system to confirm compliance with ownership rules and document requirements.
Step 4 — Fee payment. Once the transaction passes the audit, both parties pay the applicable DLD fees. A payment receipt is issued.
Step 5 — Output delivery. The updated Certificate of Title or Title Deed and payment receipts are delivered to both parties via email.
According to the DLD, the entire process takes approximately 25 to 30 minutes, subject to complete and compliant documentation.
Partial vs Full Company Shares Sale
The DLD permits both full and partial transfers of company shares. A full sale transfers the entire ownership of the company from the seller to the purchaser. A partial sale transfers a specified percentage of shares while the seller retains the remaining portion.
Partial transfers are common in corporate restructuring, partnership changes, and investor entry or exit scenarios. The DLD registration fee still applies at 4% of the declared sale value of the portion being transferred. The Certificate of Title issued after a partial sale reflects the updated shareholding percentages for all parties.
After registration, the new ownership structure must also be reflected in the company's trade licence. Shareholders typically submit an amendment to their trade licence through the relevant licensing authority, the Dubai Department of Economy and Tourism (DET) for mainland companies, or the applicable free zone authority, to align the licence with the updated MOA.
Tax Implications of Company Share Transfers
Since the introduction of the UAE's corporate income tax regime under Federal Decree-Law No. (47) of 2022, share transfers may carry tax implications. If the seller is a taxable person under the corporate income tax framework, any gain from the sale or divestment of shares may be subject to corporate tax at a rate of 9%.
Qualifying free zone persons may be eligible for the 0% tax rate on qualifying income, subject to meeting the conditions of the Free Zone tax regime. The UAE corporate tax framework also provides relief for intragroup transfers and corporate restructurings, allowing assets to be transferred at book value where no commercial sale has occurred, provided the conditions are met.
Share transfers are typically exempt from value added tax (VAT). Professional tax advice may be required to assess the specific implications of their transaction.
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Ownership Restrictions for Property-Holding Companies
When the company being sold holds real estate in Dubai, both parties must verify that the resulting ownership structure is compatible with DLD property ownership rules. The DLD applies strict location-based restrictions.
Companies wholly owned by UAE or GCC nationals may hold property anywhere in the emirate. Companies with foreign shareholders are restricted to designated freehold areas. If shares in a company that owns property outside a designated area are transferred to a non-UAE or non-GCC national, the company may become non-compliant with DLD ownership regulations.
Free zone companies must be incorporated in a DLD-recognised free zone, such as JAFZA or DMCC, to hold property in designated areas. Companies incorporated in free zones of other emirates are generally not permitted to own property in Dubai unless they acquired the asset before the relevant policy took effect. Companies incorporated in the Dubai International Financial Centre (DIFC), however, are permitted to own property in designated areas under a memorandum of understanding between the DLD and the DIFC Authority.
Before proceeding with a company shares sale that involves property-holding entities, ownership eligibility should be confirmed through the DLD's title deed verification service or a direct enquiry with the DLD.
Post-Registration Steps
Registering the company shares sale at the DLD is only one component of the full ownership transfer process. Several additional steps are typically required to complete the transition.
Trade licence update. The updated ownership must be reflected in the company's trade licence. For mainland LLCs, this requires submitting a trade licence amendment request to the DET, along with the updated Memorandum of Association. Free zone entities must follow the relevant free zone authority's share transfer procedure.
MOA amendment. The company's Memorandum of Association must be amended to reflect the new shareholder structure. This typically requires a notarised updated MOA signed by all current shareholders. The amended MOA must then be registered with the relevant licensing authority.
Owner details update at DLD. If the company owns property registered with the DLD, the property owner details in the DLD system must be updated to reflect the current trade licence and shareholder information. This step helps avoid delays in future transactions such as sales, mortgages, or inheritance transfers.
Bank and signatory updates. Corporate bank accounts, authorised signatories, and any powers of attorney linked to the company should be updated to reflect the new ownership and management structure.
UAE Commercial Companies Law and Share Transfers
The legal framework for company share transfers in the UAE is governed by Federal Decree-Law No. (32) of 2021 on Commercial Companies, as amended by Federal Decree-Law No. (20) of 2025. The amendments, effective from January 2026, introduced several changes relevant to share transfers.
Mainland LLCs may now issue multiple classes of shares with differentiated rights, including variations in voting, dividends, redemption, and liquidation preferences. Statutory recognition of drag-along and tag-along rights has been introduced, allowing these mechanisms to be embedded directly in a company's constitutional documents. Rules concerning the transfer of shares upon the death of a shareholder have also been clarified, including the possibility for a company to acquire the deceased shareholder's shares if its MOA permits this.
The law requires companies to submit notification to the competent licensing authority and the commercial registrar in writing within 15 business days of any change in registered details, including changes to the number of shareholders.
For most mainland activities, the former requirement for a 51% UAE national shareholder has been removed. Foreign investors may now hold 100% ownership of companies engaged in activities that are not classified as having a strategic impact under Cabinet Resolution No. (55) of 2021.
Common Considerations and Potential Issues
Mortgaged properties. If the company holds a property that is subject to a registered mortgage, the bank or financial institution must issue a No Objection Certificate before any ownership change can proceed. The sale of mortgaged property follows additional DLD procedures and fee requirements.
Developer NOCs. Where the property is located within a master-developed community, a No Objection Certificate from the developer may be required before the DLD processes the transaction.
Power of Attorney requirements. Any representative attending the trustee centre on behalf of a seller or purchaser must hold a Power of Attorney that complies with DLD requirements. Under DLD Circular No. 29/R/2025, the POA must expressly authorise the specific transaction, use DLD-approved wording, and be verified through the issuing authority's electronic platform. POAs issued outside the UAE must have been issued within two years prior to submission.
60-day registration deadline. DLD transactions must be registered within 60 days to avoid penalties. Parties should ensure that all documentation, fee arrangements, and approvals are in place before attending the trustee centre.
Step-by-Step Process to Buy Property in Dubai as a Foreigner
The property purchase process in Dubai follows a structured sequence regulated by the DLD and administered through authorised Real Estate Registration Trustee offices. The steps below apply to both resident and non-resident foreign buyers.
Step 1 — Define Budget and Arrange Financing
Determine the total budget, factoring in the 7–10% in fees and transaction costs above the purchase price. If mortgage financing is required, obtain pre-approval from a UAE bank before beginning the property search. Opening a UAE bank account is advisable for managing the transaction, although it is not mandatory in all cases.
Step 2 — Engage a RERA-Certified Real Estate Agent
All real estate agents operating in Dubai must hold a valid licence from the Real Estate Regulatory Agency (RERA) and a Broker Registration Number (BRN). Buyers can verify an agent's credentials through the DLD's licensed brokers directory. Agent commission is typically 2% of the purchase price plus 5% VAT.
Step 3 — Select Property and Conduct Due Diligence
Verify that the property is located within a designated freehold area. Conduct thorough due diligence, including title deed verification through the DLD, developer NOC status, and service charge history. Buyers can verify the title deed through authorised service centres. Negotiation on price is standard practice in Dubai.
Step 4 — Sign the MOU (Form F) and Pay Deposit
The Memorandum of Understanding (MOU), also known as Form F, is a legally binding agreement that outlines the terms of the sale. The standard deposit is 10% of the purchase price, held in escrow. If the buyer withdraws after signing, the deposit is forfeited.
Step 5 — Obtain No Objection Certificate (NOC)
The developer issues an electronic NOC confirming that there are no outstanding fees or service charges on the property. The NOC is obtained through the Dubai REST application. NOC fees typically range from AED 500 to AED 5,000, depending on the developer. The transfer cannot proceed without a valid NOC.
Step 6 — Complete Transfer at DLD or Trustee Office
Both the buyer and the seller — or their legally authorised representatives through a power of attorney — attend the trustee office to complete the transaction. The buyer pays the DLD transfer fee (4%), trustee fee, title deed fee, and any applicable map fees. Upon completion, the DLD issues an electronic title deed in the buyer's name. The transfer process is typically completed within the same appointment, which takes approximately 20 minutes according to the DLD. EGSH facilitates title deed transfer in Dubai through its authorised trustee offices.
Key Considerations Before Buying Property in Dubai
No annual property tax — Dubai does not impose recurring property tax, capital gains tax, or income tax on individuals. The UAE federal portal confirms that the UAE does not levy income tax on individuals. The absence of annual property taxation is a significant factor for foreign investors comparing Dubai with other global property markets.
Service Charges
Property owners pay annual service charges for the maintenance of common areas and shared facilities. Charges vary significantly by community and property type. RERA publishes a service charge index that buyers can consult before purchasing. Typical ranges fall between AED 10 and AED 30 per square foot for apartments, although premium developments may charge considerably more.
Off-plan Purchases
Properties purchased before completion are registered through the Oqood interim registration system administered by the DLD. Buyer deposits for off-plan purchases are protected under Dubai's escrow law, which requires developers to deposit payments into regulated escrow accounts. Off-plan buyers should verify the developer's RERA registration and project permit before committing.
Due Diligence
Buyers should always verify the title deed through the DLD to confirm ownership and check for existing mortgages, encumbrances, or blocks on the property. Any property listed for sale should have a valid RERA marketing permit. Working with a RERA-certified agent provides an additional layer of regulatory oversight.
Currency and International Transfers
The UAE dirham (AED) is pegged to the US dollar at a fixed rate. International transfers for property purchases can be made through UAE banks. Buyers should plan for transfer fees and any exchange rate considerations when converting from other currencies.
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Frequently Asked Questions
What is a company shares sale at the DLD?
A company shares sale is a DLD service that registers the transfer of company ownership, full or partial, between a seller and a purchaser. The registration updates the company's Certificate of Title or Title Deed and reflects the new shareholder structure.
How much does it cost to register a company shares sale in Dubai?
The total DLD registration fee is 4% of the sale value, split equally between the seller (2%) and the purchaser (2%). The purchaser also pays AED 250 for the Certificate of Title. Service partner fees are AED 4,000 + VAT for transactions valued at AED 500,000 or more, or AED 2,000 + VAT for lower values.
Can I sell only part of my company shares at the DLD?
Yes. The DLD permits both full and partial share transfers. A partial sale registers the transfer of a specified percentage of ownership while the seller retains the remaining shares. The 4% registration fee applies to the declared value of the portion being transferred.
What documents are required for an LLC company shares sale?
An LLC must provide a valid trade licence, the Memorandum of Association and Articles of Association, any amendment annexes, and valid passport, residence permit, and Emirates ID for each shareholder involved in the transaction.
How long does the company shares sale registration take?
According to the Dubai Land Department, the process takes approximately 25 to 30 minutes at the trustee centre, provided all documents are complete.
Can a free zone company register a shares sale at the DLD?
Yes. Free zone entities must provide their licence or Certificate of Incorporation, MOA/AOA with any amendments, shareholder identification documents, and a No Objection Certificate from the free zone licensing authority in case of a property purchase.
Do I need to update my trade licence after a company shares sale?
Yes. Any change in the company's ownership structure must be reflected in the trade licence. The updated MOA and supporting documents must be submitted to the relevant licensing authority — the DET for mainland companies or the relevant free zone authority.
Is a company shares sale subject to corporate income tax?
Under the UAE's corporate income tax framework, gains from the sale of company shares may be subject to tax at a rate of 9% if the seller is a taxable person. Free zone persons may qualify for the 0% rate on qualifying income. Share transfers are typically exempt from VAT. Professional tax advice is recommended.
What happens if I don't notify the DLD about a shareholding change?
Failure to notify the DLD of a change in the shareholding of a property-owning company can result in a fine. The DLD requires all such changes to be registered and applies a proportionate transfer fee.
Where can I register a company shares sale in Dubai?
Company shares sales are processed exclusively through authorised Real Estate Registration Trustee Centres. EGSH, as a DLD-authorised Real Estate Registration Trustee Centre, handles the full process from document verification and fee calculation to registration and title deed issuance.
Official Sources and References
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Dubai Land Department (DLD) — The government authority responsible for real property registration, title deed issuance, and company shares sale registration in Dubai.
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Federal Authority for Identity, Citizenship, Customs and Port Security (ICP) — The federal authority overseeing identity documents, residency, and citizenship services in the UAE.
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UAE Ministry of Economy — The federal ministry responsible for the Commercial Companies Law and commercial registry regulations.
Important Notice
The information reflects regulations, fees, and procedures applicable at the time of writing. The Dubai Land Department, the Department of Economy and Tourism, and other UAE government authorities may update fees, document requirements, and procedural rules without prior notice. All approvals and final decisions are issued by the relevant UAE government authority. Readers are encouraged to confirm current requirements directly with the DLD or through an authorised trustee centre before proceeding with any transaction. This article does not constitute legal, tax, or financial advice.

























