Corporate & Commercial
Advising businesses, founders and investors on structuring, governance, negotiations and business protection in the UAE.
We handle high-risk matters.
This practice supports the legal architecture behind serious business activity in the UAE. We focus on clear structures, disciplined documentation and commercial decision-making that reduces future conflict rather than merely recording it.
Many future disputes in the UAE are planted early through weak governance, vague authority lines and commercially unrealistic documentation. Good corporate work should prevent tomorrow’s litigation, not decorate today’s transaction.
Calm strategy. Precise execution.
Connected areas of expertise
High-stakes matters rarely sit inside a single legal box. The strongest strategy usually comes from seeing the whole conflict map.
Building or restructuring a business position in the UAE?
Speak with a senior lawyer regarding a dispute, criminal allegation, enforcement issue or corporate conflict. All inquiries are handled with strict confidentiality.
What matters before the first consultation
Mainland or free zone — which structure works for which business?+
Mainland licences allow direct trade with UAE counterparties and government contracts; recent reform (since 2021) permits 100% foreign ownership in most activities. Free zones suit international-facing operations, holding structures, and businesses where the zone's regulator brings reputational benefit (DIFC, ADGM for finance; DMCC for trade). The choice depends on counterparties, revenue source, employee count and exit strategy — not on cost alone.
What is the role of a local sponsor in the UAE today?+
Largely historical for the majority of commercial activities. Since the 2021 Commercial Companies Law reform, most mainland LLCs no longer require a 51% Emirati partner. A 'local service agent' is still required for sole proprietorships in certain professional categories. Where a sponsor remains in place, the relationship is now usually documented through a side agreement defining the limited operational role — a critical drafting point.
How do shareholders' agreements protect founders in the UAE?+
By doing what corporate statute cannot — pre-empting specific disagreements before they crystallise. Reserved-matter lists, drag-along and tag-along rights, vesting on founders' shares, deadlock-resolution mechanics, non-compete clauses, and pre-emption rights. UAE courts enforce SPAs where consistent with mandatory law. The most common failure is leaving these terms 'for later' until the deal closes — by which point negotiating leverage has shifted.
What disclosure does a UAE company face under the UBO regime?+
All UAE companies (mainland and most free zones) must maintain and file Ultimate Beneficial Owner registers identifying natural persons holding 25% or more, or otherwise exercising ultimate control. Filings are made with the relevant licensing authority (DED, free-zone registrar). Information is not currently public but is accessible to competent authorities. Late or false filings carry administrative fines and can compound any AML investigation.
How are intra-group transactions structured for UAE-resident clients?+
Through written contracts at arm's-length pricing, supported by transfer-pricing documentation now that UAE corporate tax (9%) applies above the threshold. Intra-group services, royalties, financing, and IP licences each have distinct documentation requirements. Where the group spans multiple jurisdictions, treaty-network analysis and substance requirements at the UAE end (real office, real decisions made locally) determine whether the structure withstands review by tax and banking compliance.
When should counsel be involved in a UAE M&A transaction?+
Before signing the Letter of Intent. The LOI shapes the disclosure regime, exclusivity, deal protection and price-adjustment formulas — by the time the SPA is on the table, the high-level terms are essentially fixed. Early counsel involvement also allows confidentiality, regulatory pre-checks (UBO, AML, sector-specific approvals) and a parallel review of the seller's litigation and tax exposure that often determines whether the deal is worth closing at all.