M&A transactions in the UAE: how we help
- buying a company or a stake in a mainland, free zone, DIFC or ADGM entity;
- selling a business or a partner's exit from a company;
- bringing in an investor and drafting the shareholders' agreement;
- group reorganisations: moving companies under a holding, changing the ownership structure;
- asset deals (equipment, contracts, trademarks) as an alternative to buying the company.
Our clients are entrepreneurs and investors from Russia, Kazakhstan, Uzbekistan and the EU who want to understand every step of the deal.
Structuring the deal
The first question is what you are actually buying: shares or assets. With shares you take the company with its whole history, including hidden debts and disputes. With assets you get only what the contract lists, but some licences, contracts and visas will have to be obtained afresh.
The structure also depends on:
- the type of entity and jurisdiction — share transfer rules differ between mainland, free zones and the DIFC/ADGM financial centres;
- activity restrictions and regulators' requirements on change of ownership;
- tax consequences for buyer and seller — assessed with a tax adviser;
- payment mechanics: escrow, staged payments, deferred consideration.
Some deals need regulatory clearance, for example under competition rules or for licensed activities. We check this at the outset.
Deal documents: SPA, SHA and warranties
- Term sheet — the key terms before detailed review begins.
- Due diligence — corporate records, contracts, staff, tax and disputes. See due diligence & partner vetting.
- SPA (share purchase agreement): price and adjustment mechanism, closing conditions, seller warranties and indemnities, liability caps, non-compete.
- SHA (shareholders' agreement) if you are not buying 100%: governance, veto rights, exit, drag-along and tag-along, deadlock resolution.
- Registration documents: shareholder resolutions, MoA amendments, powers of attorney.
A well-drafted shareholders' agreement is the best protection against future shareholder disputes.
Closing and re-registration
After signing, the change of ownership must be recorded with the registering authority — the emirate's economic department or the free zone authority. This usually involves notarisation or signing before the authority, an updated licence and shareholder register, updated beneficial ownership (UBO) records, and changes to bank signatories and, where relevant, visas.
Procedure and timing depend on the jurisdiction and entity type, so we map out the closing timetable in advance. Documents signed abroad generally need legalisation or an apostille — see powers of attorney & legalisation.
How we work
- Your request — we reply within 30 minutes during business hours.
- Diagnosis, 1–2 days: deal structure, scope of work and fee.
- Engagement letter and power of attorney, 1–3 days, can be remote.
- Due diligence, drafting and negotiating the documents, closing — with a weekly status report.
Fees
Deal support is a fixed-price project from AED 5,000; the final fee depends on the size and complexity of the deal and the depth of due diligence. Government, notary and translation costs are billed separately and listed in the estimate. You can start with a consultation from AED 750 for 60 minutes.
FAQ
In free zones and the financial centres, generally yes. On the mainland, 100% foreign ownership is permitted for most activities, but some strategic activities remain restricted. We check this before the deal.
An asset deal reduces the risk of inheriting hidden liabilities but means re-applying for licences and re-papering contracts. A share deal is simpler operationally but needs thorough due diligence and strong warranties in the SPA.
Often, yes — via a power of attorney and electronic signing. Some steps in certain jurisdictions may require personal attendance; we find out in advance.
From a few weeks for a simple share transfer to several months for a larger deal with due diligence and approvals. We give a realistic timetable after the diagnosis.