Q: Can an offshore RAK free zone company remove a Shareholder due to non-payment of his dues?

Q: We have a shareholder's agreement that we need to change completley and restructure our business, is this something you can help with?

Q: My husband was awarded shares in the company he works for. Now he is leaving and wants to sell them and the company refuses to acknowledge the fact that he holds shares even though it clearly states that he does in the 'Articles of Association'. What advice can you give to us? Thanks.

Q: We started a company in 2011 in JLT Dubai with X and Y as shareholders registered in the Memorandum of Association "MoA". The MoA and trade license confirm me as a manager and authorised signatory. In 2015, shareholder X gave me a letter signed by him on company letterhead, granting me 15% of the company shares. Q 1. Is this adequate to protect my interests? Q 2. I would like to get this letter notarized. Will this help my case further? What documents are required for this?

Q: Hi, I invested AED 75,000 with a company that intended a takeover of CCTV installation, and the company is located in DAFZA with 4 partners. They made me sign an internal contract which wasn't signed by all the partners and I never got a copy of the same signed by all 4 partners. I kept chasing them for the same as well as for MOA from DAFZA and name change on Trade Licence but got only excuses. Finally, after 3 months of chasing them, they informed me that they don't intend to take over the company and wanted to divert my funds elsewhere. I refused and asked for a refund. They gave me a fraud cheque that got bounced due to the unauthorized signatory. I filed a police complaint, after which the authorized signatory was summoned by police. Later the signatory contacted me and wanted to settle it in 4 PDCs across 3 months but on a condition that I return him the fraud cheque which is the only proof I have proving his fraud intentions. Kindly advise if his demand for the return of fraud cheque is valid?

Q: Hi, I want to get advice on what I should do with a company based in Dubai, which is not adding me as a partner even after payment of 100% my share money. I have even paid double by investing all my salaries of 16 months. I am out of the UAE now. Please advise. Many thanks.  

Q: Hello, I am looking for legal help to shut down a partnership in Dubai or to somehow cancel my share in the partnership. I am a minority partner and I no longer want to be in the partnership due to questionable activities of the other partner.

Q: A company director is not paying his share capital agreed in the memorandum to the company.

Q: I am a 50% shareholder in a DMCC company. The other shareholder is withholding company profits. They have also given themselves a large pay rise and taken money out of the company bank account. They refuse to give me my share of the profits. I would like to know what options I have to remedy the situation. Thanks!

Q: With an equal partnership in a company, my silent partner (Sole Investor) wants to part way. With all the financial authority (i.e. Bank account) he has transferred all money into his account before resolution. Even I accepted all his demands, he has not come up to transfer the share to me with lame excuses for 4 months that he is BUSY. What lies now with me as the company has been dysfunctional with no acceptance of orders for 4 months. He has put the cut-off date 4 months before. In this scenario, he is also demanding goodwill. I want to find out how to know what is the right amount of goodwill for a small trading company and how to bring him to sign the transfer of share in my name. Your advice in the right direction would be very much appreciated.

Q: Assalamu Alaikum We are 4 partners in a business and one of the partners wants to sell his shares to two existing partners in the business without the consent of the 4th partner. There is no provision made in the MoA regarding the sale/transfer of shares. So can this be done without violating any law in the UAE? Thanks

Q: Dear Sir/Madam, We purchased an LLC company in 2018 for 300,000 dirhams. We invested an additional 200,000 dirhams, and I granted full executive power to the Managing Director in the memorandum of understanding, including the authority to buy, sell, and manage the company. However, the Managing Director recently sold the shop to another company without my knowledge or consent. We are four partners: the local partner holds a 51% stake with an 85,000 dirham investment, the Managing Director holds a 17% stake with an 80,000 dirham investment, the third partner holds a 16% stake with an 80,000 dirham investment, and I hold the remaining 16% stake with an 80,000 dirham investment. The problem is that the partners are now claiming that the company is losing money and cannot afford to pay rent or renew its license. However, I managed the shop until 2023 and calculated the profits every month. I received my share of the profits, and the other partners also received their share. However, when I went on vacation, they started claiming that the company was making losses and stopped paying me my share of the profits. I know that they sold the shop and received 120,000 dirhams, but they are still lying to me and refusing to pay me my share. I have requested the account statements for the past 11 months, but they have refused to provide them to me. Please advise me on my legal options!

Q: My wife has a license in Dubai. Later we took one partner for 50% of her license. My wife signed the MOU in Amer Center without reading the changes made by him in terms that were not agreed upon. Later when we checked the copy of the MOU, we found that he had removed her name as a manager and put his name. He mentioned 50% shareholder for each partner in the company but in profit and loss, he mentioned 75% for him and 25% for her and bank account authority also he took solely. We asked him to change the terms as we never discussed or agreed on those terms. But he has now full control of the license and is not ready to change the MOU terms. Is there any legal way to compel him to change MOU terms?

Over the years the UAE has become a centre of trade and commerce for the Middle East, thanks to its strategic location, excellent connectivity and extensive services to assist with all aspects of business. According to the World Bank's 2016 report, the UAE has ranked 31st in the global index of ease of doing business. This encourages more entrepreneurs to set up different kinds of business entities in the country.

It is the first article in a series of articles written by the author to give a better insight to the readers about the corporate governance practices under the best practice principles and the UAE legal system through innovative suggestions of its implementation for your organisation. Next series will be on the UAE regulatory framework on corporate governance.

An interview-format article covering the topic of shareholder disputes in the UAE and pre-emptive measure to be considered. This is from the legal podcast of lawyer Ludmila Yamalova, the founder of Lawgical with LYLAW.

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.