Meeting — 21 days’ notice

The invitation to an LLC meeting is sent at least 21 days in advance. The quorum is half the capital; if it isn’t reached, a second meeting 5–15 days later is valid whatever the attendance, unless the articles require otherwise.

Egor Chernyshev

Structures, holdings and foundations

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Corporate Conflict: A Partner Is Siphoning Off Money or Blocking Management

Q: My partner, who is the manager, won’t show the financial statements or bank statements. What should I do?

Start with a written request. An LLC partner is entitled to inspect the meeting minutes, the balance sheet, the profit and loss account and the annual report, and the company must provide a copy of the latest audited financial statements within 10 days. The bank won’t provide statements to someone who is not a signatory, so the next step is a demand to call a meeting: with a stake of 10% or more, the manager is obliged to do so. The meeting can appoint an audit, and a refusal will become evidence in court, which may appoint an expert examination.

Q: Our stakes are equal, or my partner is blocking decisions. What should I do?

First, understand exactly what is being blocked: the licence renewal, a payment, a contract or a meeting resolution. Then — a written demand citing the articles and the law, and a record of the refusal. The companies law provides no general deadlock mechanism, so we look at the articles and the shareholders’ agreement: a deadlock procedure, a buyout, mediation. If they say nothing — exit negotiations and, if necessary, court: removal of the manager, urgent measures. If three quarters of the capital is lost, partners holding a quarter of the capital may demand that the company be dissolved.

Q: Can the manager be removed without their consent?

As a rule, yes. The manager is removed by the general meeting, unless the articles or the manager’s contract set a different procedure. If the required majority isn’t there, one or more partners may ask the court to remove the manager — for example, for siphoning off money or for serious breaches. The decision itself doesn’t change the licence: the new manager is registered, and the articles and bank signatory cards are updated. Until that is done, for the bank and the authorities the manager remains the previous one.

Q: Is the manager personally liable?

Yes — to the company, the partners and third parties: for fraud, abuse of authority, breach of the law, the articles or the appointment contract, and for gross error. The articles cannot release them from this liability: such a provision is void. Without the meeting’s consent, the manager may not run a competing business — otherwise they can be removed and compensation recovered.

Q: Can the company’s accounts or a partner’s share be frozen?

Yes, but through the court, not with a call to the bank. Where there is a real risk of assets being moved out and a claim supported by documents, the urgent matters judge orders an attachment without summoning the other side; the main claim must be filed within 8 days, or the attachment lapses. In a corporate conflict, choosing the measure matters: attaching the company’s account also stops your own business, while attaching the partner’s share is more precise. If the amount of the claim is not determined, the court may require security. DIFC and ADGM have their own rules.

Q: My partner is moving money to their own entities. Is that a criminal case?

Not always, and that matters. Breach of trust requires that property was entrusted to the person on a specific basis and misappropriated to the owner’s detriment — courts interpret this narrowly. Forging documents and signatures is also a criminal offence. But a dispute over profits, the manager’s salary or strategy is civil. So first we gather evidence: the payments, the recipients, the absence of approval. Then we decide what is realistic: a claim and an attachment, or a complaint. Once filed, the complaint is no longer under your control.

Q: Will the dispute go to court or to arbitration?

The articles decide: by law, they must set out how disputes between partners and with managers are resolved. An arbitration clause works if the parties to the dispute signed it — in the articles or a shareholders’ agreement. DIFC and ADGM companies litigate in their own courts unless arbitration has been chosen; mainland companies and free zone companies without their own courts — in the onshore courts.

Q: Can I exit the company if my partner objects?

There are three routes. The first is to sell the share to a third party: the other LLC partners have a pre-emption right for 30 days from notice of the price, and if they don’t exercise it, you are free to sell. The second is a negotiated buyout by the partner, usually with an independent valuation; a valuation method in the shareholders’ agreement makes this much easier. The third, a last resort, is dissolving the company: by the partners’ decision or through the court on narrow grounds. As a general rule, the law does not allow you to force a partner to buy your share, so a deadlock more often ends in an agreed buyout.

A partner moves money to their own companies, the manager withholds documents, the general meeting can’t reach a quorum — in this situation the first days are decisive: preserve the evidence, protect the assets and choose a route. We handle the conflict together with UAE-licensed advocates — from urgent measures to exiting the business.

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10%
Stake needed to demand an LLC general meeting: 8 days
To file the main claim after an asset attachment: AED 10,000
Minimum debt for a travel ban: 3 forums
Onshore courts, arbitration, DIFC and ADGM Courts

Everything we do in the UAE

In short

In an LLC partner conflict the first days matter: a partner with 10% or more can demand a general meeting, and an attachment of a partner’s accounts or share survives only if the main claim is filed within 8 days. A travel ban is possible for a debt from AED 10,000.

Checked 16 October 2026 · Egor Chernyshev

Cost of a mistake

Attachment lapses

If the main claim is not filed within 8 days of the attachment of the partner’s accounts or share, the attachment ceases to have effect.

How to avoid it

How a corporate dispute works in the UAE

The outcome of a corporate dispute is more often decided not by the court but by the documents signed before the conflict: the articles of association, the shareholders’ agreement, the powers of the manager and the bank signatories. Every strategy starts with them.

The manager is personally liable
An LLC manager is liable to the company and the partners for fraud, abuse of authority, breach of the law or the articles of association, and gross error. Any provision in the articles to the contrary is void.
A partner has levers
Inspect the minutes and financial statements, demand a general meeting with a stake of 10% or more, ask the court to remove the manager if there are serious grounds.
The articles set the forum
Onshore courts, arbitration, or the courts of DIFC and ADGM — depends on where the company is registered and on the clause in the articles or the agreement.
The criminal route — with caution
Misappropriating company funds may amount to breach of trust. But a dispute over profits or strategy is civil, and the police, as a rule, will not take it on.

Egor ChernyshevFounder and Managing Partner · Structures, holdings and foundations

Situations

What clients come to us with

Typical situations

01A partner or manager is siphoning off money: payments to their own companies, inflated contracts, deals without approval, missing documents.
02You are being pushed out of management: the manager was changed without you, and your access to accounts, financial statements and minutes has been cut off.
03A partner is blocking decisions: won’t sign, doesn’t attend meetings, won’t renew the licence — with equal stakes, the company is at a standstill.
04A partner-manager is competing with the company: has opened a similar business or is taking clients away.
05You want to exit the business or buy out your partner’s share, but you can’t agree on a price.
06A partner is threatening the police or applying pressure through the bank — or claims have already been brought against you as manager.

Similar, but different

01The dispute is not with a partner but with an outside counterparty: a supplier isn’t paying, a client has breached the contract — that is a commercial dispute.Disputes and Litigation
02A partner owes money to you personally under a loan or a receipt, not to the company — corporate tools are not needed here.Debt Recovery
03You are already being summoned by the police or the Public Prosecution — criminal defence comes first, and we adapt the corporate steps to it.Criminal Cases
04There is already a court judgment or arbitral award, but the money hasn’t been received.Enforcement of Judgments
05There is no conflict: you need to formalise an exit or a share transfer, or put a shareholders’ agreement in place in advance.Contracts and Transactions

Partner’s rights

What your LLC stake gives you — and what it doesn’t

Thresholds under the Commercial Companies Law for mainland LLCs; the articles may raise them. Votes are counted from the shares represented at the meeting; the table assumes you vote without the support of other partners and everyone attends, except in the row on non-attendance. Free zones with their own company rules, DIFC and ADGM have their own thresholds — we check them against the articles.

Documents and financial statements

Yes

minutes, balance sheet, profit and loss account, annual report; a copy of the audited statements within 10 days

Call a meeting

together with other partners — if you hold 10% or more combined

Replace the manager

Only through the court

if the court finds the removal justified

Amend the articles and the capital

Click an option to highlight it across every parameter

Documents and financial statements

Yes

minutes, balance sheet, profit and loss account, annual report; a copy of the audited statements within 10 days

Yes

Call a meeting

together with other partners — if you hold 10% or more combined

Yes

the manager must call it on demand

Yes

Replace the manager

Only through the court

if the court finds the removal justified

Only through the court

Needs the partner’s vote

otherwise — the court or the deadlock procedure in the articles

Yes, by meeting resolution

unless the articles or the manager’s contract require otherwise

Yes

Amend the articles and the capital

requires 3/4 of the votes at the meeting

Yes

new financial obligations for partners — only unanimously

The other partners didn’t attend

You decide at the second meeting

if the meeting was called: a second meeting 5–15 days later is valid whatever the attendance, unless the articles require otherwise

You decide at the second meeting

You decide at the first meeting

quorum — 50% of the capital

You decide at the first meeting

Ask the court to remove the manager

Yes

on the application of one or more partners

Yes

Demand dissolution if losses reach 3/4 of the capital

together with other partners — if you hold 1/4 or more combined

Yes

Buy a share being sold to a third party

Yes, 30 days

from the manager’s notice of the price; if several partners want it — pro rata to their stakes

Yes, 30 days

Benefits

What you get

Urgent measures in the first days

We secure the evidence, check the bank signatories and prepare an application to attach assets if there is a risk of them being moved out.

A strategy built on the documents

We go through the articles of association, the shareholders’ agreement, meeting resolutions and the manager’s powers: where the levers are on your side and where they are on the other side’s.

Every route in one plan

Partner’s rights, a claim against the manager, arbitration, a criminal complaint, buyout negotiations — we choose the combination and keep one version of events for the court, the police and the bank.

The money flow on a chart

With financial experts, we reconstruct where the funds went: through which accounts, companies and contracts. This is the basis for both the claim and the negotiations.

An exit on clear terms

Often the best outcome is a buyout of the share at a fair price. We prepare the valuation, the exit terms and the documents that close the conflict for good.

Together with UAE advocates

In the onshore courts, the case is presented by UAE-licensed advocates. We prepare the materials and remain your point of contact — in English or Arabic.

How to choose

Which route to choose

The route depends on where the company is registered, what the articles of association and the shareholders’ agreement say, and the goal — recover money, regain control or exit.

01
Onshore court
If the company is on the mainland or in a free zone without its own courts, and there is no arbitration clause. Proceedings are in Arabic, with a UAE advocate in court. This is also where asset attachments and travel bans are obtained.
02
Arbitration
If there is a clause in the articles of association or the shareholders’ agreement and all parties to the dispute have signed it. Confidential, can be in English. Urgent measures — through the arbitrators or the court.
03
DIFC or ADGM Courts
For companies in these centres: English-style law, proceedings in English, an unfair prejudice claim — the court may, for example, order a buyout of the share.
04
Police complaint
Only where there are signs of a crime: misappropriation of entrusted funds, forgery of documents. It usually does not replace a civil claim to recover the money and is not suited to a dispute over dividends.
05
Exit negotiations
When working together is no longer possible and the proceedings will take years. A strong position in court is the best argument in a dispute over the price of the share.

Exiting the business

How to exit when working together is no longer possible

Three routes for a mainland LLC under the Commercial Companies Law. DIFC and ADGM companies have a fourth: an unfair prejudice claim, under which the court may order the other partners or the company itself to buy out the share.

Selling the share to a third party

The buyer is not a partner; the others have the right to buy the share first

Partner’s consent

Not required — but the partners may buy the share first, and the articles may set conditions

Price

Under the contract with the buyer. If a partner buys and disputes the price, the share is valued by an expert appointed by the registering authority — at that partner’s expense

Statutory deadlines

30 days — for the partners to buy after the manager’s notice of the price; if they don’t, you sell

How it is formalised

An official document — on the mainland, before a notary. For the company and third parties, the transfer takes effect once recorded in the register

Buyout by the partner

A negotiated exit — this is how a deadlock most often ends

Partner’s consent

Required: as a general rule, the law does not allow you to force a partner to buy your share

Price

By agreement, usually with an independent valuation. A method set out in advance in the shareholders’ agreement greatly simplifies a dispute over the price

Statutory deadlines

Not set by law. Once agreed, the paperwork takes weeks

How it is formalised

A share transfer agreement, amendments to the articles and the licence, UBO data; if proceedings are under way — a settlement agreement

Dissolving the company

A last resort: the business ends, and the assets are divided once the debts are paid

Partner’s consent

A unanimous decision, unless the articles provide otherwise; with losses of half the capital — 3/4 of the votes; with losses of 3/4 of the capital, partners holding 1/4 may demand dissolution. Otherwise — the court, on narrow grounds

Price

Debts first, then each partner receives the value of their share in the capital; the remainder is divided pro rata to profit shares

Statutory deadlines

At least 30 days — for creditors to submit claims after the liquidator’s notice; a progress report on the liquidation to the partners every 3 months

How it is formalised

The resolution and the liquidator are entered in the register; the company is struck off after the liquidator’s final report

Video consultation with a lawyer

Has your partner stopped answering questions about money?

Describe what you see in the statements and what has changed in management. We will tell you which steps are needed now and which can wait.

Egor Chernyshev

Structures, holdings and foundations

Two scenarios

Replacing the manager or attaching assets: who does what

Deadlines come from the Commercial Companies Law and the Civil Procedure Law; filing and hearing times are guide figures from practice. How long registering the changes and replacing the signatories takes depends on the authority and the bank.

You

Signing the demand

A request for financial statements — with any stake; a demand to call a meeting — with a stake of 10% or more, alone or together with other partners.

Voting

In person, remotely if the rules allow it, or by written proxy. Decisions are taken by a majority of the shares represented at the meeting; if there is no quorum, a second meeting is valid whatever the attendance, unless the articles require otherwise.

second meeting — 5–15 days later

GOFIRM

Request and demand

A copy of the audited financial statements — free of charge, on written request. The demand to call a meeting comes with an agenda: the manager’s report, their removal, a new manager, an audit.

10 days to provide the statements

Tracking the notice

The invitation goes by registered mail or as set out in the articles, with a copy to the registering authority. We record any refusal to call the meeting: it is an argument for the court if the manager has to be removed that way.

at least 21 days before the meeting

Bank

Signatories

The bank changes the signatories based on the updated licence and articles; until then, for the bank, the manager is still the previous one.

Authority

Registration

The company notifies the registering authority of the manager’s departure — on the Dubai mainland, that is the Department of Economy and Tourism (DET) — and appoints a new one within the same period. Free zones have their own registrars and rules.

within 30 days

From you — a signature on the demand and a vote at the meeting. Until the new manager is on the licence, the bank works with the previous one.

Process

8 steps from the first conversation to the result

Every step is visible in the client portal: what’s happening now and whether we need anything from you.

Steps on your side: 1 of 8

We handle it · 3Needed from you · 1Authority · 4

We study the articles of association, the shareholders’ agreement, the licence, the powers of the manager and the bank signatories. We determine what must be done immediately so as not to lose assets and evidence.

Step 1 of 8

Urgent assessment

We study the articles of association, the shareholders’ agreement, the licence, the powers of the manager and the bank signatories. We determine what must be done immediately so as not to lose assets and evidence.

We handle it1–2 days

Documents

What you’ll need

About the company

MOA with all amendments, the shareholders’ agreement and side agreements between partners
Licence, establishment card, register of partners, UBO data
Resolutions and minutes of meetings, the document appointing the manager
Audited and management accounts
Bank signatory cards, powers of attorney and a list of access rights: who administers the accounting system, email and online banking

About the conflict

Bank statements and payment documents for the disputed transactions
Correspondence with the partner and the manager — email, WhatsApp, letters — with dates and in the original, not just screenshots
The company’s contracts with related parties
Your written requests and the replies to them
Police complaints, bank requests and demand letters — if any have already been received

For representation

Passport and Emirates ID, if you have one
Power of attorney for the advocate — before a notary in the UAE, or legalised if signed abroad

Timing and budget

What makes up the budget

A corporate conflict is paid for in stages: the initial analysis and stabilisation are a fixed stage; after that, we name the budget before each step. Court fees, the advocate’s fee and arbitration costs are separate items.

ItemDepends onWhen

Urgent assessment and strategyDepends onReview of documents, an action plan, the risks and costs of each route.WhenBefore work starts
Evidence and translationsDepends onA chart of transfers and contracts, legal translations into Arabic and, if needed, a financial expert.WhenAt the first stage
Urgent measuresDepends onApplications for attachment of assets or a travel ban. The court may require security from the applicant, especially if the amount of the claim is not determined.WhenOn filing
Court feesDepends onIn Dubai, a monetary claim costs 6% of the amount, but no more than AED 20,000–40,000 depending on the amount; enforcing a monetary judgment — 2%, from AED 200 to AED 5,000. Appeals are charged separately; other emirates have their own rates. Indicative as of October 2026.WhenOn filing and at each instance
ArbitrationDepends onRegistration fee, arbitrators’ fees and the centre’s costs — under its rules, depending on the amount in dispute and the number of arbitrators.WhenOn filing and as the case proceeds
UAE advocate’s feeDepends onRepresentation in an onshore court or in arbitration. Depends on complexity, the amount in dispute and the number of instances.WhenBy stage
Expert examinationDepends onFinancial or valuation — appointed by the court or for negotiating the price of the share.WhenIf appointed or needed
Exit documentsDepends onA share buyout agreement, a settlement agreement, amendments to the articles and the licence, notary and registrar fees. UBO data is updated within 15 days: a late update after a warning costs AED 15,000, a repeat — AED 30,000.WhenOn settlement
Criminal trackDepends onIf a police complaint has been filed or is expected: the position, documents, support during questioning together with a UAE advocate and an interpreter.WhenAs a separate stage

Getting it right

Common mistakes — and how to avoid them

Click a card to see how to do it right · 0 of 8 open

01 What people often do
Withdrawing money from the company account “in response” or moving assets to a new company while there is still time.
02 What people often do
Filing a police complaint over any corporate dispute to apply pressure.
03 What people often do
Waiting for months for the partner to “come to their senses” without keeping statements and correspondence.
04 What people often do
Replacing the manager or revoking a partner’s bank signature without a meeting held under the articles.
05 What people often do
Taking the seal, documents or server by force, or changing the office locks.
06 What people often do
Accusing your partner of fraud on WhatsApp and in group chats with employees.
07 What people often do
Counting on the court simply “expelling” a partner from the LLC.
08 What people often do
Refusing to negotiate because “the truth is on my side”.

Ongoing counselsubscription

So the next conflict doesn’t end up in court

A shareholders’ agreement with exit and deadlock procedures, articles of association reflecting the 2025 amendments, general meeting resolutions and the manager’s powers under a lawyer’s supervision — with the “Business Counsel” subscription.

Protect control of your company

FAQ

Expert answers

Egor Chernyshev — Structures, holdings and foundations

Start with a written request. An LLC partner is entitled to inspect the meeting minutes, the balance sheet, the profit and loss account and the annual report, and the company must provide a copy of the latest audited financial statements within 10 days. The bank won’t provide statements to someone who is not a signatory, so the next step is a demand to call a meeting: with a stake of 10% or more, the manager is obliged to do so. The meeting can appoint an audit, and a refusal will become evidence in court, which may appoint an expert examination.