- →
-
Contact Form
-
A shelf company in the UAE is a company that a UAE authority licensed or registered and that was then kept dormant, without trading, until a buyer takes over its shares. It can be a free zone company, an FZE or FZCO licensed by an authority such as DMCC, IFZA, RAKEZ or JAFZA, a mainland LLC licensed by an emirate’s economic department, or an offshore company registered with JAFZA or RAK ICC. Ready made company, ready company, off the shelf company or Dubai shelf company for sale: each phrase means buying an existing company in the United Arab Emirates, not a separate legal form. Unlike a business bought in Dubai, it has no trading, staff or debts, only a licence renewed every year and filings kept up to date.
The licence is the core of what changes hands. IFZA’s terms warn that a free zone licence not renewed on or before its renewal date can bring fines, suspension and cancellation, with visas under it at risk. A ready-made company kept properly therefore arrives with a live licence, an establishment card and premises, which is what buyers of ready-made shelf companies in the UAE are really acquiring.
| Item | After the purchase |
|---|---|
| Licence | Stays with the company and is amended to show the new owners (RAKEZ issues an amended e-licence and e-partner list) |
| Date of incorporation | Unchanged and recorded by the licensing authority |
| Licensed activities | As licensed; a different activity needs a licence amendment, and some need a regulator’s approval |
| Establishment card | Stays with the company and must be valid before any visa is applied for; renewed every year |
| Lease or flexi-desk | Stays in the company’s name while valid; at DMCC and IFZA it sets the visa quota |
| Shareholders | The buyer, from the moment the authority registers the transfer |
| Manager, directors, secretary | Replaced; at DMCC a change of director is notified within 14 business days |
| Beneficial owner records | Rewritten for the buyer and filed with the registrar within 15 days |
| Corporate tax registration | Stays with the company, together with its filing record for past periods |
| VAT registration | Normally none, since a company without supplies stays below the registration threshold |
| Visas | None pass to the buyer, who applies afresh |
| Bank account | Possible for free zone companies; see the bank section below |
In a free zone the shares change hands only with the authority’s approval, because the authority keeps the shareholder register. At DMCC the request is filed in the Member Portal, every authorised signatory needs an activated e-signature, and DMCC reviews and approves the transfer before the documents are signed; under the DMCC Company Regulations the transfer is effective only from its registration by the Registrar. RAKEZ handles the same change through Portal 360, and JAFZA publishes separate buyer and seller share transfer forms for the FZE and the FZCO.
| Stage | DMCC | RAKEZ |
|---|---|---|
| Who can apply | A company with an active licence and no sanction on its account | The company, through Portal 360 |
| Main documents | Share transfer form, articles, KYC form, passport and proof of address of a new individual shareholder | Resolution of all shareholders, acceptance letter, passport and Emirates ID or visa copy of the incoming shareholder |
| Corporate buyer | Board resolution and a recent certificate of incumbency, notarised and legalised | Its own resolution, good standing, licence, UBO declaration and a chart up to the UBO |
| Signing | E-signature of the documents DMCC shares | Signature of the documents sent to the shareholders’ emails |
| Result | Transfer registered, e-share certificate and e-articles issued | Amended e-licence and e-partner list |
| Processing time the authority states | 2 to 3 weeks | 8 to 10 working days |
Two zone rules matter for a ready-made purchase. RAKEZ cancels the outgoing shareholder’s partner visa before it issues the amended licence. IFZA’s published terms say that, as an anti-money laundering precaution, it will generally not permit share transfers in an FZCO within the first three months after initial registration and licensing, so a newly formed IFZA company cannot usually change hands at once, while an older one is not caught by that rule.
To buy an LLC on the mainland, the membership interests pass under the Commercial Companies Law. Article 79 requires an official authenticated document made in line with the memorandum, and the transfer binds the company and third parties only from its entry in the commercial register with the emirate’s licensing authority. Where the company has other partners, Article 80 gives each of them 30 days from notice of the sale to buy the interest first. The memorandum is then amended to name the new partner, and Article 14 requires every amendment in Arabic, authenticated by the competent authority in person or by electronic signature, or by a notary where the authority so decides. A foreign buyer can take all the shares of most mainland companies; the exceptions are activities of strategic impact, and a civil (professional) licence wholly owned by non-GCC nationals keeps its local service agent.
An offshore company changes hands through its registered agent. Under the RAK ICC Business Companies Regulations 2018 the shares pass by an instrument of transfer signed by seller and buyer. The instrument, with the anti-money laundering information the registered agent must collect, reaches the company within 30 days of signing; the directors may delay registration only on grounds the regulations allow, such as missing information for the agent; and the transfer takes effect when the Registrar enters the buyer in the register of members. JAFZA publishes its own transfer of shares and change of registered agent forms for offshore companies. Like a new one, a ready-made offshore company cannot do business in the UAE without the appropriate licences, so it is bought for holding or international use.
Cabinet Decision No. 109 of 2023 builds the beneficial owner check into the transfer itself. Article 8(5) forbids a company to register or give effect to a document changing its ownership unless the buyer states whether the transfer changes the beneficial owner and supplies the new owner’s data. The company then updates its beneficial owner record and its register of partners or shareholders and reports the change to its registrar, in each case within 15 days. Anyone holding 25% of the capital or votes, or controlling the company by other means, is recorded. The records are not public: the Ministry and the registrar may disclose them only with the beneficial owner’s written approval or where law and international agreements require it.
The tax position comes with the company. Corporate tax registration is compulsory for every company, and one incorporated since 1 March 2024 had three months to apply, so a ready-made company should already hold its registration and should have filed a return within 9 months of the end of each completed tax period. A free zone company that has treated itself as a Qualifying Free Zone Person must also hold audited accounts for those periods. Ask for the registration and the filed returns before signing: missed filings stay with the company, and so with its new owner.
A UAE free zone company sold with its account is possible. Our page on shelf companies with bank accounts lists UAE free zone entities among the companies available pre-banked, noting that bank policies vary by emirate and free zone, and it works only for a buyer the bank accepts. The account belongs to the company and stays with it through the share transfer, but Central Bank rules make banks identify ownership down to the individual, so the bank re-checks the new owners and may keep the account, ask for more or close it. Mainland and offshore companies follow the same mechanism, without a general answer either way. Where a company has no account yet, at least one large bank asks an existing company for six months of its own statements where it would ask a new company’s partner for personal ones. More on bank accounts for UAE companies.
A ready-made company is worth what its licence and records show, and all of them can be checked. u.ae points to each emirate’s economic department and the National Economic Register of the Ministry of Economy and Tourism for verifying a licence; a free zone company is checked with its own authority. Before signing, read the licence for its activities, number and expiry date, and ask for the establishment card, the lease or flexi-desk agreement, the memorandum or articles, the shareholder register, the beneficial owner filing, the corporate tax registration and returns, and confirmation that the company’s account with its authority carries no sanction. DMCC will not process a transfer for a company under sanction or without an active licence, so a lapsed licence stops the purchase before it starts.
In the UAE buying is rarely the faster route. JAFZA estimates 3 to 14 business days to set up a new company once the documents are in, while a share transfer runs on the authority’s own processing time, which DMCC gives as 2 to 3 weeks, and the buyer passes the same KYC as a founder. Visas never come with the company. A shelf company is worth buying when you need its date of incorporation, its live licence and establishment card, its lease or a bank account the bank agrees to keep. If the activities on its licence are not the ones you need, they must be amended through the authority first. Otherwise company formation in the UAE gives you a company in the zone, with the activities and the shareholding you choose.
What we do in a UAE purchase: we can supply a ready-made company or form a new one, prepare the transfer or formation documents and the filings with the licensing authority, and help prepare the bank application. Where we have a working contact at a suitable bank we can make an introduction; the bank alone decides. Our UAE page covers the country as a whole, and the same subject is available in Russian.
Yes. Free zone companies have no foreign ownership restriction, and since Federal Decree-Law No. 26 of 2020 a foreigner can own all of a mainland LLC unless its activity is one of strategic impact, such as banking or telecommunications. The buyer passes the authority’s KYC: DMCC asks a new shareholder for a KYC form, passport and proof of address, and a sponsor’s no objection certificate where the person holds a UAE visa through another company.
It depends on the authority. DMCC states 2 to 3 weeks of processing time for a share transfer and RAKEZ 8 to 10 working days for a change of shareholders, counted once the request and documents are complete. A mainland LLC needs an authenticated transfer document, the 30 days of the other partners’ pre-emption right where there are other partners, and entry in the commercial register. Bank and visa steps follow the transfer.
No visa passes with a company. What the company keeps is its establishment card and the visa quota tied to its licence or premises, for example up to three visas on a DMCC flexi desk. The buyer applies for a partner or employee visa like any founder, and IFZA’s terms state that approving an application does not mean a visa will be approved for any particular person. At RAKEZ the outgoing shareholder’s partner visa is cancelled before the amended licence is issued.
For a free zone company, yes, if the bank accepts you: UAE free zone entities are among the companies we can offer pre-banked, and bank policies vary by emirate and zone. The account stays with the company, but the bank reviews the new owners after the transfer and may keep it, ask for more documents or close it. For mainland and offshore companies there is no general answer.
Not for the transfer itself at authorities that run it online: DMCC works with e-signatures through its Member Portal, and RAKEZ sends the documents to the shareholders’ emails for signature. A power of attorney signed abroad has to be notarised and legalised up to the UAE Embassy. Banks differ: several expect a UAE-resident signatory with an Emirates ID, and some check originals in person.
Yes, through the licensing authority. Under Cabinet Decision No. 109 of 2023 a company may apply to its registrar to change its name and must then stop using the old one, and JAFZA publishes a form for a company name change. The new name must not already be registered and is followed by the legal form. Activities change by a licence amendment, and some need a regulator’s approval first.
Looking for a UAE company that is already licensed? Ask us which ready-made companies are available now, and check the licence of any company you are considering with its authority before you sign. We also answer on Telegram and WhatsApp at +48 663 247 166.