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Legal services

Corporate and Commercial

Clear advice for boards, in-house counsel and business owners, from formation to exit.

We advise companies on their day-to-day legal needs and on the larger decisions: shareholder agreements, acquisitions, joint ventures, distribution and agency, and governance under the Commercial Companies Law. Clarity and simplicity in a complex setting.

Overview

Business in the UAE is governed by a modern but detailed framework. Federal Decree-Law No. 32 of 2021 on Commercial Companies allows full foreign ownership of most onshore activities, the Commercial Transactions Law of 2022 rewrote the rules on contracts, cheques and agency, and corporate tax, economic substance and beneficial ownership rules now sit alongside the licensing regimes of the mainland and more than forty free zones. Each choice a company makes, from its legal form to the wording of a distribution agreement, has consequences years later.

Khalifa Al Sada Advocates & Legal Consultants advises boards, in-house counsel and owner-managed businesses on the full range of their legal and commercial needs. Our aim is to provide clarity and simplicity for businesses in a complex and evolving environment, in Arabic and English, and to keep the advice proportionate to the size of the decision.

Who we help

Our corporate clients include:

  • UAE and GCC family businesses and their holding structures
  • Foreign companies entering the UAE through a subsidiary, branch or joint venture
  • Free zone and mainland SMEs that need an outside general counsel
  • Investors and founders negotiating shareholder and subscription agreements
  • Distributors, agents and franchisees under the Commercial Agencies Law
  • Buyers and sellers of businesses and business assets

What we do

We draft and negotiate the documents a business lives by: memoranda and articles of association, shareholder and joint venture agreements, share transfers, board resolutions, service and supply agreements, distribution, agency and franchise agreements, and terms and conditions of trade. We advise on directors' duties, on the rights of minority shareholders, and on the governance rules that apply to public and private joint stock companies.

On transactions we run legal due diligence, structure the deal, draft the sale and purchase agreement and manage completion with the licensing authority and the bank. We advise on restructuring, mergers and the conversion of legal form, and, when a relationship ends, on the dissolution of a company, the exit of a partner or the termination of a registered commercial agency. Where a commercial dispute cannot be avoided, our litigation and arbitration teams take over without a change of firm.

Why Khalifa Al Sada

We combine transactional drafting with courtroom experience. Because our advocates see how contracts fail in front of a judge, our drafting is practical rather than ornamental. We know the requirements of the Department of Economy and Tourism, the free zone authorities and the notary public, and we prepare bilingual documents that will be accepted first time.

Our paralegal team handles the formation and licensing steps, so a client can have the whole matter, from a term sheet to a stamped licence, handled by one firm.

What we do

  • Memoranda of association, shareholder and joint venture agreements
  • Commercial contracts: supply, service, distribution, agency, franchise
  • Mergers, acquisitions, share transfers and legal due diligence
  • Corporate governance, board and shareholder resolutions
  • Commercial Agencies Law registration and termination
  • Restructuring, conversion of legal form and liquidation
  • Outside general counsel service for SMEs
  • Bilingual drafting for the notary and the licensing authorities

How we work

  1. 1

    Understand the business

    We learn what the company does, where it is licensed, who owns it and what the decision in front of you is meant to achieve.

  2. 2

    Structure and advice

    We set out the options, the legal requirements of each and the tax and licensing consequences, in a short written note.

  3. 3

    Drafting and negotiation

    We prepare the documents in Arabic and English and negotiate them with the other side or its counsel.

  4. 4

    Completion

    We manage signature, notarisation, registration with the authority and any post-completion filings.

Frequently asked questions

Can a foreign investor own 100 per cent of a mainland company?

For most commercial and industrial activities, yes, since 2021. Some strategic activities still require Emirati participation. We confirm the position for your activity.

Do we need a shareholder agreement if we have a memorandum of association?

The memorandum is registered and public; a shareholder agreement is private and can deal with matters the memorandum cannot, such as deadlock, exits and funding. Most companies with more than one owner benefit from both.

Is a contract in English enforceable in the UAE courts?

Yes, but the court will require a certified Arabic translation. We draft in both languages so that the Arabic version says what you intend.

How long does a share transfer take?

A straightforward transfer in an onshore LLC can be completed in a few weeks, including the notary and the licensing authority. Free zone timelines vary.

Insights

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