Company Incorporation and Corporate Governance in the UAE

We advise entrepreneurs and businesses on company incorporation and the structuring of their activities in the United Arab Emirates, including mainland, free zone and offshore entities. We assess the available options in light of the proposed activities, ownership arrangements and business objectives.

Our support covers corporate licensing, restructuring and reorganisation, changes to shareholding and management, and the development of partnerships and joint ventures, including cross-border arrangements.

We draft and review constitutional documents, shareholder agreements, and board and shareholder resolutions. We help you define management powers, decision-making procedures and the respective rights and responsibilities of shareholders and management.

We also assist with the entry of an investor, transfers of shares and shareholder exits, ensuring that the company’s documents reflect the agreed terms and address potential disagreements.

Through our network, we coordinate company formation and administrative formalities with corporate service providers. We also assist clients with business projects and investments involving France and Italy.

Frequently Asked Questions

How do I choose between a mainland and a free zone company?

The choice depends on your business activities, clients, where you will operate and your plans for growth. You should compare permitted activities, access to the local market, premises requirements and the rules governing the company. Incorporation costs should not be the only consideration.

Do I need an Emirati shareholder to set up a company in the UAE?

Many business activities allow 100% foreign ownership, including on the mainland. Certain activities remain subject to restrictions or specific approvals. The requirements for your particular activity and licensing authority should therefore be checked before choosing a structure.

Why have a shareholder agreement in addition to the company’s constitutional documents?

A shareholder agreement helps organise the relationship between shareholders, including key decisions, funding, responsibilities, the entry of investors and shareholder exits. It can also establish procedures for dealing with disagreements. Its terms should be consistent with the company’s constitutional documents and the applicable rules.

How can I prevent a shareholder disagreement from blocking the company’s operations?

The company’s documents can define management powers, decisions requiring joint approval and procedures for resolving a deadlock. Negotiation and exit mechanisms can also be considered. Addressing these issues when the company is established helps protect business continuity.

Should the company’s documents be reviewed when an investor joins?

The entry of an investor may change the balance between shareholders. Voting rights, management powers, financial rights and share transfer provisions should be reviewed. The constitutional documents, shareholder agreement and corporate resolutions should reflect the negotiated terms and comply with the applicable formalities.