Closing a company is not the only exit. If your UAE business has a licence, a client base and a track record, you can sell it. The trap is that the cheap, simple route for the seller can be the risky one for the buyer, and a deal that skips this conversation often falls apart late. This guide compares a share sale with an asset sale, lists the real government costs, and gives both sides a checklist.
- In a share sale the buyer inherits all company liabilities, and the licence stays with the company.
- In an asset sale only agreed assets and liabilities move, and the buyer needs its own licence.
- Typical government cost for a share transfer is roughly AED 2,000 to 15,000, depending on mainland or zone.
- Update your UBO register, bank, VAT and corporate tax records after the sale.
Share sale vs asset sale
| Point | Share sale | Asset sale |
|---|---|---|
| What moves | Ownership of the company | Specific assets and assumed liabilities |
| Liabilities | All stay in the company, so the buyer inherits them | Only what the buyer agrees to assume |
| Licence and contracts | Stay with the company | Buyer must obtain its own licence and novate contracts |
| Due diligence | Whole company | Focused on chosen assets |
| Typical fees | Transfer fee to DET or the zone | No share fee, but Dubai property in the deal can attract a 4% transfer fee |
Most small-business sales are share sales because the licence, bank relationships and staff visas stay in place. That convenience is exactly why buyers insist on thorough due diligence and often a price holdback or indemnity.
The share transfer process
- Agree terms in a non-binding letter of intent, then run due diligence.
- Check partner rights. Existing shareholders may have pre-emption rights under the MOA.
- Sign the Share Transfer Agreement with price, percentage and effective date.
- Amend and notarise the MOA.
- File with DET or the free zone and pay the transfer fee.
- Receive the updated licence, which completes the transfer.
One published timeline runs the full process in roughly 60 to 70 days when pre-emption periods apply, though a straightforward sale can be faster.
What it costs
| Cost | Typical range (AED) |
|---|---|
| Mainland DET approval and licence update | About 2,000 to 8,000 |
| Free zone share transfer fee | About 1,000 to 15,000, set by each zone |
| Notarisation and attestation | Separate, small relative to the above |
| Lawyer, valuation and advisers | Varies with deal size |
Published ranges disagree because they include different items, so ask the authority and your adviser for a written list. These costs are small next to the price at stake, so the effort belongs in diligence, not fees.
Seller checklist: make the company sellable
- File everything. Outstanding VAT and corporate tax returns stay with the company, see the corporate tax deadline guide and VAT registration.
- Clean bookkeeping. Buyers will ask for records, see UAE bookkeeping 2026.
- Staff liabilities. Accrued gratuity and salaries are real debts, see gratuity provisioning and the WPS salary deadline.
- Licence status. A suspended or expired licence blocks the transfer, see trade licence renewal.
Buyer checklist: what to verify
- Active licence, MOA and shareholder register.
- VAT and corporate tax status, and any FTA correspondence.
- Employment contracts, visas and labour file standing.
- Bank accounts, loans and guarantees signed by the seller.
- Contracts with change-of-control clauses.
After completion
Update the beneficial owner register within the deadline, see our UBO declaration guide, and tell your bank, because signatories and mandates usually change. If a sale is not realistic, compare the alternative in our guide to closing a UAE company properly.
FAQ
Can I sell part of the company? Yes, partial and full share transfers are both allowed, subject to the MOA and authority approval.
Do employees keep their visas? In a share sale the employer entity is unchanged, so visas generally continue.
Confirm your authority’s current procedure with Dubai Economy and Tourism or your free zone. Thinking of selling or buying a UAE company? Ask BizDaddy for a diligence checklist.
