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What happens if an LLC partner passed away

How to know what happens when an owner of a limited liability company passes away, and how would the company be liquidated?

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Elnaggar & Partners
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7 Apr 2018, 09:56

Dear Questioner,

Please note that your question is not very accurate or clear because you asked for "an owner" which I understand you mean "one" owner to a Limited Liability Company that - by law - and in most cases must have at least Two Owners.

However, I will assume you are asking about the shares of the Local Emirati partner who holds at least 51% shares of the business.

However, the below would apply to anyone who owns any percentage of shares in any given LLC whether registered as mainland or free zone company.

- The company's bank account - where the deceased is a signatory - will be frozen.

- The company profits should not be distributed.

- The company does not have to be liquidated.

However, the shares of the deceased must be passed on to his legal successors after a certain legal procedure that involves the issuance of an official document from an official body "Courts" defining who are the legal heirs, who is their legal representative and what is his powers to manage the legacy.

If you may have any specific questions regarding the above subject please get in touch with me through ae@elnaggarlegal.com and I will be glad to guide you accordingly.

Best regards,

Ahmed Elnaggar

7 Apr 2018, 10:35

Hello Ahmed,

Thanks for your response, the company has 3 partners and the shares are distributed as follows 51% (Local Emirati Partner), 25% & 24%.

The shareholder of the 25% has passed away and does not have any legal heirs in the country. He was the only one who had the complete signing authority for the company.

So what happens to the company now and how are the creditors paid off?

Thanks & Regards,

Charishma

7 Apr 2018, 11:37

And where are the legal heirs? Outside the country?

Or he doesn’t have legal heirs at all?

7 Apr 2018, 12:25

Outside the country.

7 Apr 2018, 14:45

They have to issue the heirship documents from abroad, attest it from the UAE Embassy and file an heirship case in Dubai.

Then the shares will be transferred to them or their representative and afterwards, you can issue a new resolution of the company to appoint a new bank account signatory.

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