The ownership register is closed

The company files its registers of beneficial owners and partners with the registrar, but they are not disclosed to the public. The ownership is confirmed by the seller’s documents and a registrar’s extract, not by an internet search.

Egor Chernyshev

Structures, holdings and foundations

Tell us about the deal before you sign

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Legal Services in the UAE

Due Diligence: Checking a Company Before Buying It in the UAE

Q: How long does due diligence take?

For a small company — usually 2–4 weeks. We check open sources in a few days; the rest depends on the seller: how quickly they provide statements, the credit report, tax data and the MOHRE file. Several accounts, regulated activities or a group of companies in different jurisdictions add time. A clause in the LOI on which documents the seller must provide and by what date speeds things up. Delay on their part is a signal in itself.

Q: What can you learn about a company from open data?

Less than you may be used to in Europe. For the licence, the registers of DET, the free zone or the National Economic Register show the name, number, status, business activities and validity. Registers of partners and beneficial owners are filed with the registrar but not disclosed to the public. DIFC and ADGM court judgments are published, while in the onshore courts a case is searched by its number. So we trace the ownership chain to the ultimate beneficial owners — people with a share of 25% or more, or other control — through the seller’s documents and check it against the registrar’s data.

Q: How do you find a company’s hidden debts?

By looking where they usually hide. Statements for all accounts for 12–24 months will show loans, instalment plans and regular payments that aren’t in the books. The AECB credit report shows credit lines and payment history; the chequebook register and a request to the bank show post-dated cheques; the EmaraTax account shows unfiled returns and penalties. We look for guarantees given for third parties in loan agreements and partners’ resolutions. Whatever could not be checked, we cover with the seller’s representations and a holdback of part of the price.

Q: How is buying a “licence” different from buying a company?

Legally, they are the same thing: a licence is issued to a company and is not sold separately. Selling a “licence” means selling shares — with the whole history: taxes, cheques, debts, employees’ gratuity, fines. If you need the licence, the visa quota and the contracts, you buy the shares, but with a full review and protection in the agreement. If the company’s past is doubtful, it is safer to buy the assets into your own new company: the debts stay with the seller, but contracts are re-signed, visas and permits are issued anew and a new account is opened.

Q: Will the company’s tax debts pass to me?

In a share purchase — yes: tax liabilities stay with the company. The FTA can, as a rule, audit and reassess tax for five years, and under the rules in force since 2026 — up to 15 years in cases of evasion or failure to register when required. A penalty of AED 10,000 may have been charged for late registration for corporate tax or VAT. So before closing we look at the EmaraTax export, and a tax adviser checks the figures if needed.

Q: What happens to the employees and their visas?

In a share purchase, the employer doesn’t change — employment contracts, visas and work permits remain in force: the labour law expressly preserves contracts when a company’s form or status changes. The accrued obligations pass with them: service for gratuity is not reset — 21 days of basic salary for each of the first five years and 30 days after that. We ask for a calculation for each employee and the payment history via WPS. In an asset purchase, employees are transferred: a settlement with the old company, new permits and visas.

Q: Does the bank account transfer when you buy a company?

Formally, yes: the account is opened in the company’s name, and the company doesn’t change. In practice, the bank checks the new owner and signatories as a new client: source of funds, ownership structure, nationality. The anti-money laundering law — Federal Decree-Law No. 10 of 2025 — obliges the bank to update beneficial ownership data, and following its review the bank may restrict or close the account. So we find out the bank’s position before closing and prepare the new owner’s file. Separately, we look at the account history: compliance requests, freezes, closed accounts at other banks.

Q: Do the other partners have to consent to the sale of a share?

In a mainland LLC, the partners have a pre-emption right: the seller notifies them through the manager, and within 30 days of notice of the price they can buy the share themselves. We obtain written waivers before signing. The articles may add their own conditions, and since October 2025 also drag-along and tag-along. Free zones, DIFC and ADGM have their own rules, which we check against the articles and the zone’s regulations.

Q: When should a lawyer get involved: before the LOI or at the agreement stage?

Before the letter of intent is signed. The LOI sets exclusivity, the document disclosure procedure, deadlines and the price formula — by the time of the SPA these terms are effectively fixed. If the LOI does not oblige the seller to provide documents by a certain date, the review turns into persuasion. An early start also lets you assess the seller’s own tax and litigation risks in advance — sometimes that is what decides whether to close the deal at all.

Q: What if the review finds a problem?

Each risk in the report has its own recommendation: lower the price; fix it before closing — file returns, pay off a debt, re-execute a contract; cover the risk in the agreement; or walk away from the deal. Four tools work in the agreement: the seller’s representations with an obligation to compensate losses; escrow or a holdback of part of the price for the claims period; conditions to closing — money after registration of the share, the partners’ waivers and the bank’s consent; a specific indemnity for particular risks found, such as a tax penalty.

When you buy a share, you get the company together with its entire history: debts, tax periods, employees and disputes. Due diligence shows exactly what you are buying, and its findings become the price, the deal terms and the seller’s warranties in the agreement.

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2–4 weeks
Typical time to review a small company: 30 days
LLC partners’ pre-emption right on a share: up to 15 years
FTA reassessment period in cases of tax evasion: EN · AR
We read documents and communicate in English and Arabic

Everything we do in the UAE

In short

Reviewing a small company before buying a share usually takes 2–4 weeks. The UAE has no single public register of debts, cases and taxes, so facts are gathered from different sources; in cases of tax evasion the FTA can reassess tax for up to 15 years.

Checked 16 October 2026 · Egor Chernyshev

Cost of a mistake

Account closure

After a change of owner, the bank checks them as a new client and may restrict or close the account — find out its position before closing.

How to avoid it

What due diligence actually checks

The UAE has no single public register showing a company’s debts, court cases and taxes. So due diligence means gathering facts from different sources: registers, authority portals, the seller’s documents and its written answers.

Shares or assets
Buying shares, you get the company with all its obligations. Buying assets, you get only the selected property and contracts — but you have to obtain the licence, visas and permits anew.
Taxes follow the company
Corporate tax and VAT for past periods stay with the company. The FTA usually audits five years, and up to 15 in cases of evasion or failure to register.
Court cases are not visible everywhere
Cases of the DIFC and ADGM Courts are partly public. For the onshore courts, searches go by case number, so we require the seller to disclose disputes.
What can’t be seen, the contract covers
Hidden debts and verbal promises can’t be found by a review. They are covered by the seller’s warranties, indemnities, escrow and a holdback of part of the price.

Egor ChernyshevFounder and Managing Partner · Structures, holdings and foundations

Who it suits

Who it suits — and when to choose something else

A good fit if

01You are buying a share or a whole company in the UAE — on the mainland, in a free zone, in DIFC or ADGM.
02You are considering a ready-made company with a licence, visas and an account and want to know what the price covers besides the licence.
03You are joining a running business as a partner or investor and want to understand what you are getting into and how you will get out.
04You are buying a business through its assets — a café, a clinic, a trading company — and need to separate the assets from the seller’s debts.
05The company is in a regulated sector — a clinic, a school, a broker: some permits may be tied to a specific person rather than to the company.
06An investor or bank requires a due diligence report — or you are the seller and want to prepare the company for the buyer’s review so as not to lose on price.

Consider something else if

01You need to check a counterparty before a contract, not buy it — that is a short check as part of the contract work.Contracts and Transactions
02The company is already yours, and you need to know whether everything is in order: the same depth, but the result is a remediation plan, not deal terms.Legal Audit
03You need a company with no history: setting up a new one with the right business activities is usually simpler and more transparent than buying someone else’s.Company Registration
04You are buying a property, not a company — you need the property and the transaction checked before signing.Buying and Selling
05The deal has already closed, and debts or the seller’s false representations have come to light — that is a dispute under the sale and purchase agreement.Disputes and Litigation

Benefits

What you get

A risk map, not a folder of documents

Each risk comes with a source: what an authority confirmed, what is known only from the seller’s word, what cannot be checked. And a decision: lower the price, fix it before closing, cover it with a seller’s warranty or walk away from the deal.

A review matched to the deal structure

In a share purchase we look at the company’s entire history; in an asset purchase, at title to the property, the contracts and what will not pass to the buyer.

Findings go into the agreement

We carry the risks into the SPA: seller’s warranties, indemnities, conditions to closing, escrow and a holdback of part of the price.

Taxes and staff in numbers

Together with a tax adviser we assess tax risks and calculate accrued gratuity and other obligations to staff.

Closing without gaps

After signing we carry the change of ownership through the whole chain: notary or free zone, licence, registers of partners and UBO, immigration file, bank signatories.

Together with UAE advocates

Where an opinion or a search by a UAE-licensed advocate is needed, we work with one. We communicate with you in English or Arabic.

Comparison

Buying shares or buying assets

The deal structure determines which risks pass to you. The final choice is made after the initial review.

What we compareShare purchase — share dealAsset purchase — asset deal

What you getShare purchase — share dealThe whole company: licence, contracts, accounts, employees and historyAsset purchase — asset dealSelected property, contracts and rights — without the company itself
Past debts and disputesShare purchase — share dealStay with the company — and so become your problem as its ownerAsset purchase — asset dealStay with the seller unless the agreement transfers them to the buyer
Taxes for past periodsShare purchase — share dealCorporate tax and VAT for past years are the company’s riskAsset purchase — asset dealThe seller’s risk; a transfer of a business as a going concern is not subject to VAT if the conditions are met
Licence and visasShare purchase — share dealRetained; owner and signatory details are updatedAsset purchase — asset dealDo not transfer: you need your own company, licence and visas
EmployeesShare purchase — share dealStay with the company; service and gratuity keep accruingAsset purchase — asset dealRe-hired: settled by the seller or transferred — as the parties agree
Contracts with counterpartiesShare purchase — share dealRemain in force unless they contain a change of control clauseAsset purchase — asset dealTransfer only with the counterparties’ consent
FormalitiesShare purchase — share dealShare transfer agreement — before a notary on the mainland, under the zone’s rules in a free zone; then the licence and registersAsset purchase — asset dealDocuments for each asset and registration of the transfer — for example, of real estate or a trademark
When it is chosenShare purchase — share dealYou need the company’s licence, quota, contracts and historyAsset purchase — asset dealThe company’s past raises doubts, or you only need the business itself

Closing the deal

How the deal closes — and who does what

Two common structures: shares in an LLC on the Dubai mainland, and an asset purchase into your own company. The timeframes on the steps are set by law; the rest depends on the seller, the authorities and the bank.

You

Signing before a notary

Share transfer and MOA amendment — in person or by power of attorney.

Balance of the price

After registration; part of the price held in escrow or retained until the claims period ends.

GOFIRM

Conditions to closing

In the SPA: payment after registration of the share, the partners’ waivers and the bank’s consent.

Partners’ waivers

Written waivers of the pre-emption right — obtained through the seller.

otherwise a 30-day wait

Registers and establishment card

Registers of partners and UBO go to the registrar, then the establishment card and the bank are updated.

registers — within 15 days

Bank

The bank’s position

The bank checks you and the new signatories as a new client — before closing.

Authority

Recording with DET

New owners on the licence and in the register: the transfer takes effect against the company and third parties.

From you — information for the bank’s file, signing before the notary and payment on the SPA schedule. The balance of the price — only once the transfer is recorded in the register.

Document review

Is the seller pushing for a deposit?

Send us what you already have: the licence, articles of association, term sheet or correspondence. We will tell you which documents are missing and what to ask the seller before you pay.

Egor Chernyshev

Structures, holdings and foundations

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: 2 of 8

We handle it · 5Needed from you · 2Authority · 1

We go through the deal: what you are buying, for how much, what the seller has promised. We set the depth — an express review or full due diligence. In the LOI we fix exclusivity, deadlines and the seller’s obligation to provide documents.

Step 1 of 8

Goals and scope of review

We go through the deal: what you are buying, for how much, what the seller has promised. We set the depth — an express review or full due diligence. In the LOI we fix exclusivity, deadlines and the seller’s obligation to provide documents.

We handle it1–3 days

Timeline

How long the deal takes — from the first conversation to closing

The step timeframes above, laid end to end: due diligence of a small company takes 2–4 weeks, and closing usually takes the longest. Exclusivity and deadlines in the LOI are set against this scale.

To closing

≈ 5–13 weeks

An estimate from our practice for a small company, with stages in sequence: the solid part of each bar is the minimum, the hatching runs to the maximum. The LLC partners’ period runs from notice of the price: if the seller notifies them right after the LOI, it runs in parallel with the review and the agreement, not after them.

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weeks

Goals, scope and LOI
1–3 days
Partners’ pre-emption right
Mainland LLC: up to 30 days from notice of the price, unless there are written waivers
Due diligence
usually 2–4 weeks; the seller sets the pace
The SPA
usually 1–2 weeks: drafting and negotiation with the seller’s lawyers
Closing and registration
usually 2–6 weeks: notary or free zone, licence, registers, bank

Documents

What to request from the seller — by deal structure

Tick what you already know about the deal and what the seller has provided, then send us what’s missing: we’ll tell you what to request before the deposit.

Information

Documents

Ready

0 / 20

The seller provides the documents — through a data room, following the list and deadlines in the LOI. If the articles, the register of partners and tax registrations aren’t shown before the deposit, that is already a finding of the review.

Timing and budget

What makes up the budget

The budget depends on the size of the company, the number of jurisdictions and how many documents the seller is willing to disclose. We fix the scope and cost before starting — an express or a full review — and then work in stages: review, report, agreement, closing.

ItemDepends onWhen

Legal reviewDepends onCorporate documents, contracts, employees, IP, disputes. Depends on the number of companies in the group, contracts and jurisdictions.WhenBefore work starts
Registry extracts and authority certificatesDepends onAt the rates of the registrar, free zone, courts and AECB. Some documents are requested by the seller at their own expense.WhenOn request
Tax and financial reviewDepends onCorporate tax, VAT, financial statements — work for a tax adviser or auditor. This is usually a separate budget; we agree it together.WhenIn parallel with the legal review
Risk reportDepends onIncluded in the review. The format ranges from a short list of red flags to a full report for a bank or investor.WhenOnce the review is complete
Sale and purchase agreementDepends onAn SPA or asset purchase agreement, negotiations with the seller, an escrow or price holdback mechanism.WhenAfter the report
UAE advocatesDepends onSpecific searches and opinions where a UAE-licensed advocate is needed.WhenIf needed
Translations and legalisationDepends onDocuments in Arabic — for the analysis; translations into Arabic — for the notary, the registrar, the court. If the buyer is a foreign company, its resolution to buy and its registration documents are legalised: the UAE Ministry of Foreign Affairs charges AED 2,000 per commercial document, as indicative as of October 2026.WhenAs needed
Government fees and notarisationDepends onNotarisation of the share transfer, fees of the licensing authority or free zone for the changes.WhenAt closing
Escrow agentDepends onThe bank’s or agent’s fee for holding part of the price until the deal conditions are met.WhenAt closing

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
Paying a deposit on a verbal agreement and starting the review afterwards.
02 What people often do
Checking the licence and articles of association and treating the company as “clean”.
03 What people often do
Buying a company with employees without calculating the accrued gratuity.
04 What people often do
Reaching agreement with one partner and forgetting the other partners’ pre-emption right.
05 What people often do
Relying on the seller’s warranties and paying the full price at once.
06 What people often do
Signing the agreement and treating the deal as complete.
07 What people often do
Checking the company but not the seller.
08 What people often do
Telling the bank about the change of owner only after closing.

FAQ

Expert answers

Egor Chernyshev — Structures, holdings and foundations

For a small company — usually 2–4 weeks. We check open sources in a few days; the rest depends on the seller: how quickly they provide statements, the credit report, tax data and the MOHRE file. Several accounts, regulated activities or a group of companies in different jurisdictions add time. A clause in the LOI on which documents the seller must provide and by what date speeds things up. Delay on their part is a signal in itself.