Introduction:

The Jebel Ali Free Zone (JAFZA) is one of the largest free economic zones in Dubai, strategically situated between Jebel Ali Port and Al Maktoum International Airport. Established in 1985 and operated by DP World, JAFZA was designed to enhance commercial activities and container logistics at Jebel Ali Port. Today, JAFZA is home to thousands of companies, traders, manufacturers, and exporters from around the globe, contributing nearly 24% of Dubai’s total direct investment flow.

What is the transfer of shares?

Share transfer involves transferring ownership of shares in a company from one party to another, which can be either an individual or a corporate entity. There are several reasons why share transfers may be pursued, such as altering the ownership structure, developing the business, expanding projects, or attracting new investors. This process can serve as a valuable strategy for companies to effectively adapt to changing circumstances.

Understanding Share Transfers in JAFZA:

When transferring shares within Jebel Ali Free Zone (JAFZA), it is essential to identify whether the transaction involves a Free Zone Establishment (FZE) or a Free Zone Company (FZCO). This distinction is crucial, as the documentation required for the transfer varies between the two entities.

Step-by-Step Process of Shares Transfer in JAFZA:

Finalizing share transfer with JAFZA can be done by following the below steps:

• Log in to the Dubai Trade Portal.
• Navigate to the Registration menu and select “Registration Amendment.”
• Choose “Share Transfer.”
• Upload the required Documents
• Payment of Fees

The payment must be made upfront before processing the transfer. The entire process typically takes 6-7 working days.

Required Documents to Transfer Share in JAFZA:

If the Buyer is an Existing Shareholder:

• Resolution for Transfer of Shares (Buyer)
• Resolution for Transfer of Shares (Seller)
• Corporate Transfer of Shares Form (FZE or FZCO)
• Original Share Certificate
• Amended Memorandum of Association (MOA) signed by the shareholders

If the Buyer is a New Shareholder, In addition to the above documents, the following are required:

For Individual New Shareholders:

• Founder’s Details (CV)
• Applicant’s Specimen Signature
• Passport Copy

For Corporate New Shareholders:

• Certificate of Registration
• Certificate of Good Standing
• Memorandum and Articles of Association
• Board Resolution for Investment in the Existing Company
• Notarized Power of Attorney (POA)
• Passport Copy of POA Holder and Specimen Signature
• Ultimate Beneficial Owner (UBO) Form
• Incumbency Certificate

The Resolution must be passed in accordance with the memorandum and articles of association of both the Buyer and Seller, as well as the applicable laws of their respective jurisdictions (if they are companies).

If the Resolution is executed in the UAE:

• The resolution must be attested by a notary public in the UAE. In this case, it must be translated into Arabic by a translator licensed by the UAE Ministry of Justice.
• Alternatively, it may be executed in English at the offices of the Registrar and attested by the Registrar.

If the Resolution is executed outside the UAE:

• The resolution must be attested by a notary public in the executing country.
• It must be authenticated up to and including the UAE Embassy in that country.

Conclusion:

Understanding the share transfer process within JAFZA is essential for companies looking to adapt their ownership structures and attract new investment. By following the outlined steps and ensuring all necessary documentation is in order, businesses can navigate the share transfer process efficiently. 

At CorpLex, we are committed to making the share transfer process as smooth and efficient as possible for you. Whether you’re transferring shares within your company’s shareholders or to external shareholders, we’re here to provide you with expert guidance and support!