Change Company Structure in UAE: Shareholders, Directors, Licence

To change your company structure in the UAE, you amend the company's Memorandum of Association (MOA), have the change approved by the shareholders, and file it with the authority that issued your licence — the Department of Economy and Tourism (DET) for mainland companies, or the relevant free zone authority for free zone entities. Below is a step-by-step look at the types of changes, the procedure, the documents you'll need and what it costs in 2026.

What counts as a structural change

In the UAE, a "structural change" means amending the company's constitutional documents. The MOA is the core document — it records the owners, their shareholdings, the capital, the licensed activities and the management. Any material change goes through an MOA amendment. Four scenarios come up most often:

• Shareholder changes. Adding a new partner, the exit of an existing one, or redistributing shares between owners.
• Business activity changes. Adding new activities to the licence or removing ones no longer carried out.
• Capital changes. Most commonly an increase in share capital to support new plans or meet a regulator's requirement.
• Management changes. Appointing a new director or general manager, or changing the authorised signatory.

These can be combined — bringing in a new shareholder often goes hand in hand with a capital increase and a new director. In that case a single consolidated MOA amendment is prepared, which saves both time and fees.

The procedure step by step

The logic is the same across the country, even if the details vary by jurisdiction. The general sequence looks like this:

• Step 1. Shareholders' resolution. Every change is approved by the owners through a formal resolution at a general meeting. This is the starting point — nothing moves without an agreed decision.
• Step 2. Prepare the documents. An updated MOA, or a standalone amendment, is drafted. For mainland companies the document is prepared in Arabic in line with UAE commercial law, with a certified translation where needed.
• Step 3. Notarisation. The updated MOA is submitted to a UAE Public Notary. The notary verifies the identities of the signatories and the legal validity of the document before attesting it.
• Step 4. File with the licensing authority. The package is submitted to DET (mainland) or the free zone authority, and the amendment fees are paid.
• Step 5. Licence re-issuance. After review and payment, the company receives an updated trade licence reflecting the changes.

Certain activities or share transactions may require additional approvals from sector regulators — more on that below.

Changing a shareholder: what you'll need

A change in ownership is one of the most common — and most sensitive — procedures. Alongside the notarised MOA amendment, you'll typically prepare:

• A share transfer agreement between the seller and the buyer of the shares.
• A No Objection Certificate (NOC) from the existing shareholders, and in some cases from a sponsor or the free zone.
• Documents for the incoming shareholder: a passport, or for a corporate shareholder, its corporate documents and a resolution to take up the shares.

The signatories attend before the notary in person (or through an attorney under a power of attorney). Once the notary records the transfer, the change is reflected in the licence and the register.

Changing a director or manager

A director change is often confused with a shareholder change, but the two are separate matters. A shareholder is an owner and holds a stake in the capital. A director or general manager is the executive: the person who runs day-to-day operations, signs contracts and represents the company before banks and government departments. Shares can therefore change hands while the same manager stays in place, and a manager can be replaced without touching the ownership at all.

The usual package for an appointment looks like this:

• A resolution of the owners ending the outgoing manager’s authority and appointing the successor.
• An MOA amendment where the manager is named in the constitutional documents; where they are not, a standalone resolution and an application to the registrar are enough.
• Documents for the incoming manager: passport, entry stamp or residence visa, Emirates ID if held, and a specimen signature.
• An update to the licence record held by the licensing authority.

For mainland companies the resolution is attested by a UAE notary and filed with the economic department of the emirate — DET in Dubai, ADDED in Abu Dhabi. In a free zone the appointment follows the zone’s own form and portal, and some zones also look at whether the incoming manager holds a residence visa sponsored by the company.

The change then needs to travel through the company’s other files: the bank mandate and KYC record, the authorised signatory details on the establishment card, and the employer file with MOHRE. Two oversights come up regularly — the bank mandate still names the previous director, so payments wait for the update, and powers of attorney issued by that director stay live until they are formally revoked. Document sets and timelines vary by emirate and company type, so it is worth confirming the current list with your registrar before you start.

Changing business activities

Widening or narrowing the list of activities is handled as a licence amendment. Adding an activity is technically straightforward, but two points matter:

• Some activities are regulated and need prior approval from the relevant authority — financial, medical, educational or legal services, for example.
• Certain activities cannot sit together under one licence, and some require a minimum capital or dedicated premises.

Removing an activity you no longer carry out is good housekeeping too: it reduces the regulatory load and keeps renewals simple.

Changing your trade licence

The trade licence is the working passport of a UAE company. It carries the trade name, the legal form, the approved activities, the address, the owners and the name of the manager. So once you decide to change your company structure, the licence is almost always where that decision lands: the change is filed as a formal amendment and ends with a re-issued licence.

The changes that reach the licence most often are:

• a new trade name;
• edits to the list of activities;
• a move to a different legal form;
• an office relocation or address change;
• a change of owners or the appointment of a new manager.

You apply to whoever issued the licence: the Department of Economy and Tourism (DET, formerly DED) in Dubai, ADDED in Abu Dhabi, or the relevant authority inside a free zone. The sequence is consistent — approval of the application, payment of the fees, re-issuance of the licence, and only then the downstream paperwork. That means the company’s establishment card with GDRFA, the employer file with MOHRE, the bank’s records, and the tenancy contract, registered through Ejari in Dubai and under local rules in the other emirates.

There is little value in leaving those updates open. Banks check licence details at periodic KYC reviews, tenders and corporate customers ask for a current copy, and both visa applications and the licence renewal itself draw on the registered record. Fees and document lists vary by emirate, zone and type of amendment, so confirm the final list and the applicable charges with your registrar before filing.

Timelines and cost in 2026

Simple changes — adding an activity or switching a manager — move quickly, usually within 1–3 business days once the full package is filed. More complex scenarios involving shareholder changes and extra approvals take longer.

Indicative costs in Dubai (mainland, 2026):

• Trade licence amendment — roughly AED 500–5,000, depending on the type of change.
• Notarisation and translation — around AED 500–1,500.
• Adding a new activity — often AED 1,000–3,000 per activity.

The final figure depends on the emirate, the zone, the number of changes and whether external approvals are needed. Always confirm exact fees with DET or your free zone authority.

Figures are indicative and given to show the order of magnitude; confirm actual fees with the licensing authority.

Mainland vs free zone

The MOA-amendment logic is the same, but the administration differs:

• Mainland. Changes go through the DET of the relevant emirate, documents are drawn up in Arabic under UAE commercial law, and the MOA is attested by a UAE notary.
• Free zone. Everything is handled within the free zone authority under its own rules. Many zones offer their own templates and online filing, and an authorised zone officer often performs the notary's role.

So the first practical question for any change is where the licence was issued: that determines both the document set and the filing channel.

What’s new in 2025–2026: amendments to the company law

In 2025, Federal Decree-Law No. 20 of 2025 came into force, amending the UAE Commercial Companies Law (Federal Decree-Law No. 32 of 2021). The update bears directly on how companies restructure: it widened 100% foreign ownership on the mainland, simplified share-transfer procedures and, for the first time, introduced formal re-domiciliation rules. Here are the key changes worth keeping in mind for any restructuring.

• Share classes. LLCs can now issue shares of different classes — with differences in voting rights, dividend priority, liquidation preferences and redemption rights. This gives more flexibility when an investor comes in or control is redistributed among partners.
• Drag-along and tag-along rights. Drag-along and tag-along rights are now recognised at the level of the law — previously they existed only in shareholders’ agreements. This matters when shareholders change or join: the exit mechanics can be secured more robustly.
• Re-domiciliation. A company can transfer its commercial registration between UAE licensing authorities — from one emirate to another, from the mainland to a free zone, or between free zones — while keeping the same legal entity. Its history, contracts and obligations stay with the company; no new entity is created. This is a powerful option when the structure needs to change because of a shift in jurisdiction rather than in ownership.
• In-kind contributions. Non-cash contributions to capital — property, equipment, intellectual property — now require independent valuation by certified valuers, with approval from the competent authority. Factor this into your timeline when increasing capital through an in-kind contribution.

Tax context feeds into the choice of structure too: profit above AED 375,000 is subject to corporate tax at 9%, while a Qualifying Free Zone Person (QFZP) keeps a 0% rate on qualifying income. So when you change your structure — especially when re-domiciling between the mainland and a free zone — it makes sense to weigh the tax implications in advance.

Conclusion

Changing a company structure in the UAE is a clear, predictable process: shareholders' resolution → MOA amendment → notarisation → filing with the licensing authority → licence re-issuance. Simple edits take a matter of days and cost little; more complex shareholder scenarios call for extra documents and approvals. The key to a smooth run is to assemble the full package in advance and check the requirements of your own jurisdiction.

This article is for information only and is not legal advice. Requirements, timelines and fees can change — verify current conditions with the Department of Economy and Tourism (DET) or your free zone authority.