Corporate

Corporate structuring, transactions and governance advice for UAE businesses, shareholders and investors.

Corporate structures should support how a business is owned, managed, financed and expected to grow. We advise founders, shareholders, investors, family businesses and international groups on establishing and managing their operations in the UAE.

Our work includes company formation, shareholder and joint venture agreements, corporate governance, reorganisations, capital changes, mergers and acquisitions, investments and business transfers. We also support boards and shareholders with decision-making, reserved matters, director responsibilities, exits and disputes concerning ownership or control.

The appropriate structure will depend on the business activity, ownership model, licensing requirements and whether the company operates on the mainland, within a free zone or through a financial centre. These considerations are coordinated with the wider contractual, regulatory and cross-border requirements of the business.

What we do

• Company formation and structuring — Mainland, free-zone, DIFC and ADGM structures, holding companies, branches, subsidiaries and joint ventures. We assess ownership, control, licensing and investment needs before incorporation, so that the structure does not have to be rebuilt when the business grows.
• Shareholders’ agreements — Agreements governing voting, reserved matters, funding, transfers, exits, deadlock and minority protection. The value lies less in describing how shareholders cooperate when things are going well than in deciding what happens when they do not.
• Mergers, acquisitions and disposals — Buy-side and sell-side transactions, share purchases, asset sales, business transfers and corporate reorganisations. We identify risk early, allocate it through the documents and keep completion mechanics precise, so that commercial agreement becomes an enforceable transaction.
• Corporate governance and board advice — Board procedures, delegated authority, directors’ duties, conflicts of interest, resolutions and internal approval frameworks. Good governance should allow decisions to be made efficiently while creating a reliable record of who decided what and why.
• Commercial contracts — Supply, distribution, agency, services, licensing, consultancy and strategic partnership agreements. We draft around the transaction the business is actually entering rather than forcing it into a standard form that ignores price, performance and exit risk.
• Joint ventures and strategic alliances — Contractual joint ventures between local and international partners. We address contributions, management, intellectual property, funding, restrictive covenants and exit at the beginning, before shared optimism becomes divided control.
• Corporate restructuring — Capital changes, share transfers, conversions, group reorganisations, mergers and business separation. We coordinate the legal steps, approvals and transaction documents so that the restructuring works across the group rather than only on paper.

Who we act for

UAE and international corporates, family businesses, founders, investors, shareholders, directors, financial institutions, private equity participants and multinational groups.

Common questions

Which UAE company structure is right for me?

That depends on the activity, ownership, target market, regulatory needs and funding plan. Mainland and free-zone companies are not interchangeable, and the cheapest incorporation route is not always the most efficient structure for the business.

Do I need a shareholders’ agreement?

The constitutional documents may establish the company, but they rarely address every commercial issue between shareholders. A shareholders’ agreement can regulate control, funding, transfers, deadlock and exit before disagreement makes those questions harder to resolve.

What is included in corporate due diligence?

We review ownership, authority, constitutional documents, licences, material contracts, financing, employment, disputes, intellectual property and regulatory exposure. The scope should reflect the transaction, because a targeted review is more useful than collecting documents without deciding which risks matter.

Can a foreign investor own a UAE company?

Full foreign ownership is available for many UAE business activities, but restrictions and requirements may still apply to activities with strategic impact or within regulated sectors. The ownership position should be checked against the proposed activity and licensing jurisdiction before incorporation.