Corporate and estate documents, Dubai
Share transfer
A share transfer looks like one document and is usually four or five. They have to agree with each other, and the commonest failure is a set that is individually correct and collectively inconsistent.
Our fee is quoted on the draft. The Dubai Courts fee is separate and charged at cost.
We are a document services provider. The notarial act is performed by a Dubai Courts notary, not by us.
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Quoted on the draft
Our fee, confirmed once the transfer is scoped, with the Dubai Courts fee separate
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Two languages
Every instrument drafted in Arabic and English together
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Dubai Courts
Notarised before a Dubai Courts notary, not by us
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Same working day
A draft read and answered inside the working day
What a share transfer changes, and what has to agree
A share transfer moves ownership of shares from one party to another. It looks like a single document, but it is usually four or five: a resolution approving the transfer, the transfer instrument that carries it out, and a memorandum amendment so the company’s constitutional record reflects the new position. Where the constitution gives existing shareholders a right to be offered the shares first, that right has to be resolved before the transfer goes ahead. Each document has to say the same thing, in both languages: the shares leaving, the shares arriving, and the resulting holdings. A set that is individually correct and collectively inconsistent is refused.
What actually has to happen
The constitution, read first
Governs whether the transfer is permitted at all and on what conditions. Pre emption rights are the usual complication: existing shareholders may have a right to be offered the shares before an outsider, and a transfer that ignores that is challengeable afterwards by the person who was skipped.
The resolution
Records the approval. Which body has to pass it depends on what the memorandum reserves.
The transfer instrument
The document that actually moves the shares.
The memorandum amendment
So the constitutional record reflects the new position. Until it is done, the company’s own documents say something different from what happened.
The power of attorney, where needed
Where a party cannot attend, a power of attorney authorises someone to execute for them, and its scope has to cover the specific act rather than gesture at it.
What to bring
01
The trade licence and the memorandum with every amendment
The current shareholding and any pre emption provision are established from these.
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Identity documents for the transferor and the transferee
Originals. We will tell you in advance if anything further is needed for your document.
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Evidence of authority for any corporate party
A company buying or selling shares signs through a person, whose authority has to be shown.
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Any waiver of pre emption rights
Where the constitution gives existing shareholders a first right and they have agreed not to exercise it, that agreement is part of the file.
05
The draft transfer instrument
Or a description of what is being transferred, from whom, to whom, and for what.
The numbers have to match everywhere
A resolution approves the transfer of one number of shares, the transfer instrument moves a different number because somebody recalculated a percentage, and the memorandum amendment records a third position because it was drafted from the resolution rather than the instrument. Each document is internally correct; together they are evidence of nothing, and the receiving party is entitled to refuse all three. The check is arithmetic and takes minutes: the shares leaving, the shares arriving, and the resulting holdings, stated identically in every document, in both languages.
From a description of what is being transferred, to a notarised set of documents
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Send the draft, or describe the transfer
If you have a draft we check it. If not, tell us what is being transferred, from whom, to whom, and for what, and we will draft it.
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We read the constitution and check pre emption
Against the memorandum, to confirm the transfer is permitted and whether existing shareholders have a right to be offered the shares first.
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We draft the resolution, the instrument and the amendment together
So the numbers, and the resulting holdings, agree across all three from the first draft, in both languages.
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You approve, we book the notary
We arrange the appointment before a Dubai Courts notary and attend it with you.
What it costs
| Fee | What it includes | |
|---|---|---|
| Our fee | Quoted on the draft | Drafting the resolution, the transfer instrument and the memorandum amendment together, checking the numbers agree, booking and attending the appointment |
| Dubai Courts fee | Set by the Courts, charged at cost | Passed on without a margin |
Pre emption rights, resolved before signing
Where the constitution gives existing shareholders a right to be offered the shares first, that right has to be resolved, either by a waiver or by whatever process the constitution sets out, before the transfer instrument is signed. A transfer that ignores it is challengeable afterwards by the shareholder who was skipped.
Share transfer
Share transfer
Moves the shares themselves. A resolution approves it, the transfer instrument carries it out, and the memorandum is amended so the constitutional record matches. Needed whenever ownership changes.
Resolution alone
Resolution alone
Records a decision the company has taken, without moving anything. Used on its own for a decision that is not a change of ownership, such as appointing a manager or approving a capital change.
The file only works when every document agrees
A share transfer is usually four or five documents: the resolution, the transfer instrument, the memorandum amendment, and sometimes a power of attorney or a pre emption waiver. Each can be correct on its own and still wrong as a set, if the numbers or the names do not match between them.
Who signs, and what is checked
The transferor and the transferee, or their authorised signatories
Passport or Emirates ID for the transferor and the transferee, originals
Evidence of authority for any corporate party
The trade licence, current
The memorandum of association, with every amendment
The resolution approving the transfer
Any waiver of pre emption rights, where one applies
The numbers, checked identical across every document
Where it is refused, and why
A share transfer is rarely refused for a typo. It is refused because the numbers do not match across the resolution, the instrument and the memorandum amendment, or because a pre emption right was not resolved before the transfer instrument was signed, leaving the transfer open to challenge by the shareholder who was skipped. Both are checkable before the appointment, which is why the reading is free and worth doing before you commit to anything.
Rejection reasons, and the fix
01
The numbers do not match across the documents
The fix: state the shares leaving, the shares arriving and the resulting holdings identically in the resolution, the transfer instrument and the memorandum amendment, in both languages.
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A pre emption right was not resolved
The fix: check the constitution for a pre emption provision before drafting, and put any waiver in writing as part of the file.
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The resolution was passed by the wrong body
The fix: check what the memorandum reserves before the resolution is drafted, not after.
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The memorandum amendment was not completed
The fix: amend the memorandum so the constitutional record reflects the transfer, rather than leaving it to say something different from what happened.
05
The authority for a corporate party was not shown
The fix: identify the signatory and evidence their authority to act for the corporate transferor or transferee before drafting.
06
A power of attorney did not cover the specific act
The fix: where a party cannot attend, draft the power of attorney to the specific act rather than a general authority.
What happens after the notarial act
01
The memorandum amendment is filed
With the relevant authority, such as Dubai Economy and Tourism for a mainland company or the free zone’s own registrar, so the company’s licence records match the new position.
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The notarised instrument is retained
As the record of how and when the shares moved.
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The receiving party is given a copy
A bank, a registry or another counterparty relying on the new shareholding may ask to see the notarised set before proceeding.
When a party cannot attend
Where a party to the transfer cannot attend to sign, a power of attorney authorises someone to execute for them. Its scope has to cover the specific act, the transfer of these shares, rather than a general authority to act for the company. A power of attorney drafted for something else does not stretch to cover a transfer it does not name.
One set of documents, checked against each other before you sign
Documents we prepare are accepted by the authorities and institutions our clients deal with every week, because we write to what each of them actually requires.
Board or shareholder resolution
Records the approval a share transfer relies on, drafted before the transfer instrument.
Memorandum of association
Amended after a transfer so the constitutional record reflects the new shareholding.
Company power of attorney
Where a transferor or transferee cannot attend, authorises someone to execute the transfer instrument for them.
General manager appointment
Often follows a change of ownership, and is recorded the same way: a resolution, an instrument, and a memorandum amendment.
Questions we are actually asked about this instrument
Can you draft the transfer, or only notarise one I bring?
Both. If you have a draft we check it against the memorandum and against what the receiving party will accept. If you do not, describe what is being transferred, from whom, to whom, and for what, and we will draft it.
Do we need a resolution as well as the transfer instrument?
Usually, yes. The resolution records the approval, the transfer instrument carries it out, and the memorandum is amended afterwards so the company’s own records reflect the new position. Most transfers need all three.
What if an existing shareholder has a right to be offered the shares first?
Then that right has to be resolved before the transfer instrument is signed, either by a waiver in writing or by whatever process the constitution sets out. A transfer that ignores it is challengeable afterwards.
Can the documents be in English only?
Many receiving authorities require Arabic. We draft in both languages as standard, so the question does not arise later.
What if a shareholder cannot attend to sign?
A power of attorney authorises someone to execute for them, drafted to the specific act rather than a general authority.
How is the fee worked out, since there is no fixed price?
It is quoted on the draft. Once we see what is being transferred and how many documents are involved, we confirm the fee before you commit to anything.
What clients say
Nine reviews from our Google Business Profile. We publish them as written, and we do not write them.
Had experience of getting some of my documents attested from the firm. Service was top notch. Mr. Ali explained everything in detail and was of great assistance. I would recommend firm for any legal assistance or document attestation.
Highly Recommended and Excellent Service. I had to do notarization for some documents and Miss Razan assisted us greatly with exceptional professionalism and courtesy. I extend my utmost commendation for the exemplary quality of service provided.
Excellent service from notary services Dubai. They are instant replying agency. Others take long hours to reply for simple questions. Highly recommended for notaries in Dubai
I needed statutory declaration for new Zealand notarized. They did for me online since I was based in Abu Dhabi. Thanks for your service.
Great and speedy service for getting the NOC to sponsor my child. Big thanks to Ali for handling everything smoothly and on time!
Excellent notary service! Everything was handled smoothly and professionally. They even agreed to schedule a call at a time that worked best for us, which was outside their usual practice, a real sign of their flexibility and client focus. Top professionals, willing to go above and beyond. Highly recommended
I contact this office for a notary today on Sunday they processed my notary and I got my documents today online
I am 100 percent satisfied with their true copy attestation highly recommend
Lovely staff professional work nice knowledge highly recommended
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Send the draft. We will tell you whether it will be accepted, before you commit.
One document, one line about what it has to achieve, and an email address. No charge, no obligation, and an answer the same working day.
Where to find us
Address
Empire Heights Tower B, Fountain Street, Business Bay, Dubai
Phone
+971 55 564 0358
info@dubainotaryservices.ae