Questions & Answers
Questions & Answers
7 available 7 • View allSuing a partner for mismanagement of funds and causing losses
3
Q: I'm a partner in a company.
My partner who is also a manager ruined the company. There's a big load of debts in the market which also crossed the capital.
Is there any way, according to the law, by which I can sue him for mismanagement of funds and get my investment back?
If the capital is gone and further losses are more than the capital, what are my legal rights in this situation?

Jul 2, 2020
1322
Action against a business partner for failing to fulfil his obligations

3
Q: We are 2 partners in a technical services LLC company, it's 6 months old.
I paid some money to my partner to clear the instalment amount with setup consultancy which he didn't pay yet.
Also, he's not investing his share further comparatively my investment is more for setup.
He is still using the business license keeping me away (hiding), his phone is not reachable all the time, only contacting me on Whatsapp and telling lies.
Due to his untrustworthy, I would like to claim my investment and damages from my partner and need to withdraw my partnership.
Give me a solution.


Dec 14, 2019
1180
Non-payment of share value and claiming the shares back


1
Q: My company is located in Dubai as an LLC. We have two shareholders,
1. UAE national shareholder with 95%
2. A foreign shareholder with 5%
The UAE national shareholder transferred this 5% shares to the foreign shareholder through a share sales agreement, which was notarized at the notary public in Dubai and submitted it to the DED to amend the trade license etc. This happened in 2014.
But till this date, the foreign shareholder did not pay the value of 5% shares to the UAE national shareholder or to the company.
Also, the foreign shareholder was not actively involved with the company's operation and as per Article 17 of the Commercial Companies Law:
"2. The partner may not contribute in work rendered unless he is a joint partner. The contribution of the partner may not consist of his having reputation or influence."
Under these circumstances, is it possible for the UAE national shareholder to request from the court to cancel the 5% shares of the foreign shareholder and transfer back to him?



Oct 4, 2018
1224
Can a partner of a company make an acknowledgment of debt to himself?


2
Q: Dear sir/madam,
Can a partner of a company make an acknowledgment of debt to himself?
There is a small professional license company with two partners. Each partner has the power to sign documents singly. Partner 1 gave 1 Million AED as a loan to his company from his personal account.
There is no equal amount paid by Partner 2. The company bank accounts show that the company received money from Partner 1 and there is no evidence that this amount was paid back.
There is an existing court verdict that states that Partner 1 gave loans to the company and partner 2 did not provide any evidence that it was paid back.
Can Partner 1, in his role as partner and signatory with power to sign singly, sign an acknowledgment of debt on company letterhead in favor of himself in his personal capacity?
I thank you for your help!



Aug 22, 2022
247
How to claim back money invested in a business for the fraud of partner?


1
Q: I opened a cafeteria with my colleague spending AED 120000/- each. I was an investing partner and my colleague was the working partner.
A few weeks after the cafeteria opened, we had a lot of disputes because I noticed fraud in accounts and initial setup expenses from his end.
So I decided to exit the business and I asked for my money back. But he is refusing to pay back anything. The trade license was issued in the sponsor's name and not in any of our names so I could not do anything.
Also, I paid him most of the money in cash as I trusted him then. However, I have a mutually signed agreement with the 120k mentioned as paid to him in that.
How can I get my money back?



Mar 30, 2023
311
Are the partners of an FZLLC liable for the company debts from their own money?

1
Q: My company is FZC - Free Zone Limited Liability Company (FZ-LLC). The company is incorporated in the Free Zone with 2 shareholders and has 2 licenses- Commercial & Industrial and has a warehouse for stocking the goods.
Every year when the license is renewed, the warehouse rental is also renewed. In the last 4 years, the licenses and warehouse are not renewed and the warehouse is not handed over to the Authorities.
The Authorities filed a legal case saying that the warehouse rental needs to be paid for 4 years, and only then the premises can be vacated. Then the judge issued the verdict saying that the owners are liable to pay.
Since the owners cannot pay the amount, the judge orders travel bans and arrest warrants for the owners. The company is LLC, which means in general, the owners of an LLC are not personally liable for the debts of the company.
This means that if the company is sued, the owners are not responsible for paying off any debts with their personal assets.
Am I right?


Jul 17, 2023
118
As a partner who loaned money to the company, should I sue the company or my partner?




1
Q: Dear Lawyers,
I am a 50% partner in a company. I had given a 2M AED loan to the company about 10 years ago. There are expert reports and bank records to prove the loan.
The company does not have any bank balances or assets. Should I start a lawsuit against the company and demand 2M AED, or should I start a lawsuit against the other 50% partner and demand 1M AED?
One benefit of suing the company is that I can obtain an acknowledgment of debt, and later in an execution case, I can issue a certificate of solvency to have the other partner arrested.
However, suing the other 50% partner directly would include their name in the executive writ. Please guide me!
(I believe all necessary legal information is provided here. If something is missing, I can provide additional details here.)





+5
Aug 14, 2024
110
Legal blog
1 available 1 • View all100% Foreign Ownership of Companies in the UAE 12
The UAE government has announced important changes to the federal Commercial Companies Law, the most significant is related to the foreign ownership of mainland companies. This will grant foreign investors the full ownership of share capital in companies carrying out certain activities specified to that effect by the competent authorities. This means that foreign investors’ shares will not be limited anymore to a maximum of 49% like before, but can be up to 100% instead.
Jun 13, 2021
3098
Laws & Regulations
3 available 3 • View allFederal Law No. (18) of 1993 Issuing the Commercial Transactions Law 19
This Law applies to merchants, as well as to all acts of commerce carried out in the UAE by any person even though he be not a trader. Commercial matters regarding which specific Federal laws are issued shall be subject to the provisions of such laws, and to the provisions hereof which do not contradict with said laws.
Sep 7, 1993
33002
Federal Law No. (10) of 1992 On Evidence in Civil and Commercial Transactions 14
The provisions of this law On Evidence in Civil and Commercial Transactions (Law of Evidence) govern evidence in civil and commercial disputes in the UAE.
Jan 15, 1992
19086
Federal Law No. (2) of 2015 On Commercial Companies 15
The provisions of this Law apply to the commercial companies established in the UAE and the foreign companies that have established in the UAE a base to conduct any activity therein or established a branch or representative office. The Law abrogates Federal Law No. (8) of 1984 Concerning Commercial Companies.
Mar 25, 2015
29525

Other answers by
157 157 answers •
View allكيف يمكن لشركة ذات مسؤولية محدودة أن تعلن إفلاسها؟ 0
كيف يمكن لشركة ذات مسؤولية محدودة أن تعلن إفلاسها؟
Feb 3, 2022
1718
Can the new owner of an apartment increase my rent if it is against RERA Index? 0
Hi
I'm a tenant of an apartment and a new owner has purchased the apartment. I would like to know:
1. Should I revise the Ejari by canceling the previous one and applying for a new one?
2. My current rent is 35% less than the current market value. Can the new owner change the rent as per the market value, or he still has to follow the RERA Index calculator for a new contract?
Nov 19, 2023
103
I agreed with my landlord to increase the rent 10% I pay in cash. Should I insist on changing the contract? 0
I'm staying in JLT in a house with a rent of AED 140,000 per year. The lease starts on 1st Sep '23 and expires on 31st Aug '24.
The landlord sent me a legal notice from the Dubai Courts in mid-Sep '23, giving me 1-year notice to vacate the house as he plans to sell the house. The notice was received by me through email from the court.
He claims the email notice sent by the court is not valid till I receive it by courier via Aramex for my physical signature. Can you please confirm if this is true?
The landlord is now ready to let me stay in this house for two more years. He has proposed that we maintain the existing lease agreement and Ejari. However, I should pay him AED 14,000 in cash (10% increment).
We will sign a separate paper document wherein we will agree that I will further rent increase of 10% (10% on (140,000+14,000)) on 1st Sep'24 when my current lease expires.
Should I insist on making a fresh written contract with the higher rent (140,000+14,000=154,000)?
Nov 18, 2023
134
Is it possible to terminate a labor contract before the end of the two-year term? 0
Hello.
I have been with my employer for 15 months, and my employment contract is for two years.
Is it possible to terminate the contract before the end of the two-year term?
Nov 24, 2023
121
I have signed Form F and got the mortgage but the seller is in breach. What to do? 0
Hi
I have signed the MOU Form F since July 2023 and we prepared all the papers and the loan from my end on 23/8/2023.
When I went to DLD for the transfer, the seller had registration issues and asked for some papers to be provided as the property is under the company not an individual.
Since that time, we have kept renewing the MOU every month in the hope of finalizing but I am not seeing any progress.
So I am asking about legal action as I already got a bank mortgage and started paying as well but not seeing any progress from the seller.
So I need to ask the following:
1. If my MOU expired on 20.11.2023, can I file a complaint on 20 or after a couple of days like 23?
2. What will happen in terms of 10%? Will it be returned and what about the fees paid to the bank like mortgage fees, evaluation, and cancellation of loan? Will the EMI payment be compensated by the seller?
3. What is your advice?
Thanks
Nov 16, 2023
888
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