Dubai International Financial Centre (DIFC) is a special economic zone, that was established in 2004 and is defined as a financial free zone by Federal Law No. 8 of 2004. DIFC operates as an independent jurisdiction within Dubai and has its own legal and regulatory framework based on the standards and principles of common law.

There are several independent bodies that were established at DIFC under Dubai Law 5 of 2021, which are:

• Dubai International Financial Centre Authority
• Dubai Financial Services Authority (DFSA)
• DIFC Courts

What is Share transfer?

Share transfer is the process of transferring ownership of shares in a company from one party to another, whether it be an existing shareholder (individual or corporate) or a new party (individual or corporate) seeking to acquire shares in the company. While companies experience both favorable and challenging phases that influence their growth and reputation, Share transfers are considered a valuable tool in navigating such situations, as they involve the transfer of ownership rights, allowing companies to adapt and evolve as needed.

Share transfer in Dubai International Financial Centre:

Types of share transfer in DIFC:

• Transferring/selling shares to an existing shareholder
• Transferring/selling shares to a new shareholder

When transferring shares in DIFC -whether to a new shareholder or an existing shareholder-, a request must be filed to notify the Registrar of Companies (RoC). Moreover, if the transfer of shares has resulted in identifying a new Ultimate Beneficial Owner (UBO) or removing an existing UBO as per the DIFC Ultimate Beneficial Ownership Regulations, the company must file separate request for updating UBO details on the portal.

Transferring/selling shares to an existing shareholder:

This type of share transfer refers to the process of selling/ transferring ownership of a company’s share from a current shareholder to another shareholder who is already a part in the company.

Share transfer in DIFC to an existing shareholder requirements:

• Copy of the request declaration duly signed by the authorized individual.
• Copy of the ordinary resolution signed by the share holders of the company that indicates the approval of transfer of shares.
• Evidence of the sale and purchase or the transfer as an acceptance letter from the buyer, or a sale and purchase agreement from the seller and the buyer.

Transferring/selling shares to a new shareholder

This type of share transfer refers to the process of selling/ transferring ownership of a company’s share from a current shareholder to a new shareholder who wants to acquire shares in the company.

Share transfer in DIFC to a new shareholder requirements:

For individual shareholder:

• A certified copy of the passport of the new shareholder
• If the shareholder is from a high risk or sanctioned country, a recent 3-month bank statement must be provided alongside the source and origin of funds.
• Signed appointment declaration (Generated by the system)If the transfer of shares resulted in a change of control in a regulated entity, a consent from DFSA is required.
• If the transfer of shares resulted in a change of control in a regulated entity, a consent from DFSA is required.
• A copy of a -no objection- letter issued from governmental authorities if the entity is undertaking activities that require approval.

For Corporate shareholder:

• A certified copy of the certificate of incorporation or a document of a similar effect
• If the corporate shareholder is from a high risk or sanctioned jurisdiction, a recent audited financial for the past 2 years must be uploaded, alongside the source and origin of funds.
• Signed appointment declaration (Generated by the system)
• If the transfer of shares resulted in a change of control in a regulated entity, a consent from DFSA is required.

How can CorpLex help you?

 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.

Our team of professionals is well-versed in the intricacies of share transfers, ensuring that all legal requirements are met and that the process is handled with precision and care. You can rely on us to be your trusted partner, offering the knowledge and assistance needed to navigate the share transfer process successfully.