A brief guide to share transfer in Dubai Multi Commodities Centre (DMCC)

Dubai Multi Commodities Centre (DMCC) is a globally recognized freezone and business hub located in the heart of Dubai. If you’re considering transferring shares in DMCC, it’s essential to understand the specific regulations and procedures governing share transfers within this prestigious free zone as mentioned in this share transfers in DMCC guide.

What is Share transfer?

Shares represent ownership in a company, according to UAE Commercial Companies Law (Federal Law No. 32 of 2021). The process of transferring shares in a company from an individual, entity or shareholder to another is called Share transfer. Every company goes through both favourable and challenging phases, which plays a significant role in its growth and reputation. Successfully navigating these situations is crucial for resilience. One way to navigate such situations is by utilizing share transfers, for it essentially means changing who has the rights to those shares.

Why do people transfer shares?

Shares in a company are usually transferred for multiple reasons such as:

  • Selling Shares to realize a profit, liquidate their investment, or simply exit the company.
  • Gifts or inheritance from one family member to another.
  • Individuals or entities wanting to purchase shares to acquire ownership in a company.
  • Transferring shares to the acquiring company in a business merger or acquisition.

What are the types of share transfer in Dubai Multi Commodities Centre?

  • Internal Share transfer (from existing shareholder to another)
  • Transfer to a new individual shareholder.
  • Transfer to a new company shareholder.

Share transfer in Dubai Multi Commodities Centre general Rules:

  • Share transfer is only applicable to companies and does not extend to branches.
  • The company’s license must remain valid throughout the application submission and the entire process.
  • There shouldn’t be any active company sanction.
  • Any share transfer, unless approved by the liquidator or made with their consent, and any changes in the company’s shareholder status occurring after the voluntary winding-up begins is void.
  • If the company engages in a regulated activity, a No Objection Certificate (NOC) from a Regulatory Authority is mandatory.
  • A legal guardian must represent minor shareholders (Below 18 years old)
  • New shareholders must go through a management approval process.

The company must ensure that:

a. The Memorandum of Association (MOA), has updated its Articles of Association in compliance with the 2020 DMCC rules and regulations.

b. All authorized signatories have subscribed to and activated their e-signatures.

c. In the case of a non-DMCC entity becoming a corporate shareholder, the company has declared the new corporate shareholder directors.

General Requirements for share transfer in Dubai Multi Commodities Centre (All types of share transfer) :

  • Shareholder’s resolution for share transfer
  • Board Resolution for share transfer
  • Certificate of Incumbency (good legal standing) of parent company
  • Shareholders Resolution or the Share Transfer form (signed by current and new shareholders)
  • Power Of Attorney (POA) (if applicable)
  • Memorandum of association (MOA)\ Articles of association (AOA)
  • Share Certificate/s
  • No Objection Certificate (NOC) from relevant regulated bodies
  • New Business Plan (only if it’s a 100% transfer of shares)

Required Document if the share transfer is to an individual shareholder (In addition to the above):

  • Passport (valid for at least 6 months)
  • Copy of UAE residence visa page
  • Specimen signature form
  • Copy of Emirates ID
  • Know Your Client (KYC) Form (Signed)
  • No Objection Certificate (NOC) from the local sponsor -not required for company owners with investors visa-
  • Proof of physical residential address (not older than 6 months)

Required Document if the share transfer is to a corporate shareholder (In addition to the above):

  • Board Resolution for the acquisition of shares
  • Certificate of incumbency
  • Valid Company License
  • Certificate of Registration
  • Memorandum of association (MOA)\ Articles of association (AOA)
  • Ultimate Beneficial Ownership declaration
  • Parent company Director passport copy

While the share transfer process may appear uncomplicated on the surface, it is crucial to approach it with a high level of professionalism and attention to detail. In Corplex, we pride ourselves on offering comprehensive support and guidance through the progress of transferring shares within Dubai Multi Commodities Centre, to ensure a smooth and successful outcome.