The United Arab Emirates continues to refine its corporate legal framework in line with its broader economic strategy: attracting international capital, facilitating cross-border operations and positioning itself as a global business hub.
With the introduction of Federal Decree-Law No. 20 of 2025, amending key provisions of the Commercial Companies Law, the UAE takes a further step in this direction. This is more than a technical update. It is a structural evolution that enhances how companies can be designed, governed and transitioned over time.
The focus is clear: flexibility, legal certainty and operational continuity.
From incorporation to corporate structuring
The reform marks a shift from simple company incorporation toward a more sophisticated approach to corporate structuring.
Classes of shares
The reform allows for differentiated classes of shares, facilitating more flexible shareholder and investment arrangements.
Although subject to further regulatory guidance, the ability to allocate different economic and voting rights reflects the growing importance of tailored governance structures in private capital, venture capital and strategic investment transactions.
Legal transformation
The reform further facilitates corporate restructuring by streamlining the conversion of companies into different legal forms. While subject to procedural and regulatory requirements, the amended framework enables businesses to adapt their corporate structure more efficiently to evolving operational and strategic needs.
This reduces friction traditionally associated with corporate reorganisations and supports long-term business continuity in an evolving commercial environment.
In-kind contributions
The amendment introduces a more structured framework for the valuation of in-kind contributions. Non-cash assets contributed to a company must now be assessed by qualified valuators, while the competent authority retains oversight powers over the valuation process.
The new rules increase scrutiny over the formation of corporate capital and highlight the importance of proper valuation procedures, particularly where strategic or intangible assets are involved. In practice, these requirements demand careful legal and financial assessment to mitigate valuation and liability risks.
Exit strategies and investor alignment
The reform strengthens the UAE’s investment framework by introducing mechanisms commonly found in more developed corporate jurisdictions, particularly relevant for private equity and venture capital structures where governance flexibility and exit clarity remain key considerations.
Drag-Along and Tag-Along rights
The formal recognition of drag-along and tag-along rights provides greater clarity in shareholder relations and exit scenarios.
Majority investors benefit from more efficient exit mechanisms, while minority shareholders gain enhanced protection and alignment in sale transactions.
Private placements
The reform also allows private joint-stock companies to offer securities through private placements in UAE financial markets, subject to regulations issued by the relevant authorities.
This creates additional avenues for capital raising and liquidity, while further aligning the UAE corporate framework with international financing and investment practices.
Mobility and continuity across UAE jurisdictions
Another strategic element of the reform is the strengthening of corporate continuity across the UAE’s different regulatory environments, contributing to a more integrated and predictable ecosystem for internationally oriented businesses and long-term ownership structures.
Transfer of company registration
Companies may now transfer their registration between emirates, free zones and financial free zones while maintaining legal continuity.
This streamlines corporate mobility by eliminating the need for liquidation and re-incorporation, while preserving existing contractual and operational arrangements.
Succession and ownership continuity
The reform also introduces clearer rules governing the transfer of shares upon the death of a shareholder, enhancing legal certainty in succession and ownership transitions. Remaining shareholders — or the company itself — may exercise pre-emptive rights over the deceased shareholder’s stake, with court-appointed experts determining valuation in case of dispute.
These provisions strengthen ownership stability, particularly for family businesses and long-term holding structures.
Fidinam: structuring complexity, enabling growth
With a strong international presence and a multidisciplinary approach, Fidinam supports entrepreneurs, investors and corporate groups in navigating the evolving UAE regulatory landscape.
From corporate structuring and governance design to cross-border coordination and implementation, we assist clients in building robust, flexible and future-proof structures aligned with both local regulations and international standards.
This article is edited by Iacopo Carraro, Italian Desk, and Abdullah al Salman, Tax Manager at Fidinam Dubai. If you require clarification or wish to request a tax consultancy, please use the form below.
