Questions & Answers
Questions & Answers
3 available 3 • View allNon-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
1228
Legitimate requests that the shareholders can ask the company for to remain informed

0
Q: An LLC company is being asked for extensive financial, board and contract documentation as the right of an unhappy minority shareholder under the UAE law.
From the Shareholders Agreement - "At all times, make available to the Shareholders and their duly authorized representatives full and complete access (including copying facilities) to the books, records, accounts, documents and premises of the Company."
The company requests clarification as to what documentation may be released under the UAE CCL and Shareholders Agreement which appears to grant shareholders access to all records.
The company has nothing to hide, however, the continual extensive requests are an unwanted distraction to the operation of the company. Has this ever been tested in the UAE law courts?
Many thanks


Sep 29, 2021
218
Selling shares in a company to an existing shareholder

1
Q: I am a shareholder in an LLC DED company in the UAE. We are 3 shareholders. I would like to transfer/sell my shares to an existing shareholder in the company. However, the third shareholder refuses to sign on any documents regarding the transfer.
Is this applicable? What could be done and what is the appropriate procedure?


Aug 20, 2020
445
Legal blog
2 available 2 • View allLegal Aspects of Company Incorporations in the UAE 5
Sometimes this seems very simple to incorporate a company in the UAE, however, investors must seek professional advice before taking this important business decision to avoid any future legal implications.
Nov 1, 2016
3644
Local Partner Share contribution in the UAE: What You Need to Know 65
For entrepreneurs seeking to set up their business in the mainland jurisdiction of the UAE, this is a useful guide to know your rights and obligations.
Jan 26, 2020
17686
Laws & Regulations
3 available 3 • View allFederal 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
29529
Federal 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
33012
Federal Law No. (5) of 1985 On the Civil Transactions Law of the United Arab Emirates 96
The provisions of this law, promulgating UAE Civil Code, govern the civil transactions in the United Arab Emirates. The commercial transactions remain subject to the laws and regulations applicable in their regard.
Dec 15, 1985
148380

Premium
Other answers by
204 204 answers •
View allIn an RDC enforcement case, what is the best way to pay, on the RDC app or directly to the landlord? 0
Hi
In an RDC enforcement case, what is the best way to pay?
1. On the RDC app or directly to the landlord?
2. I will pay today 1/3 of the outstanding, can I apply for a payment plan and how shall I do this?
Please advise.
Also, what will it cost me to get assistance in this process?
Thank you
Mar 17, 2025
87
How can I check if I have a complaint or am wanted by Dubai Police without visiting a station? 0
Hello,
How can I know if I have any complaints or am wanted by Dubai Police without visiting a police station?
Mar 17, 2025
112
Can I amend my claim amount after filing a labor case? 0
Hello,
What is the process for filing a labor case? Is there a fee to file?
If, after filing, the claim amount changes because I haven't been paid additional dues, how is that amended?
Mar 13, 2025
58
What are the working hour regulations for nursing mothers in the UAE during Ramadan? 0
Hello lawyers,
Could you please clarify the regulations regarding working hours for nursing/breastfeeding mothers in the UAE during Ramadan?
How many hours are they entitled to?
Mar 20, 2025
74
Is the employee responsible for the expenses of changing his visa status from tourist to employment? 0
My friend is currently in the UAE on a visit visa and has received a job offer from a company.
However, the employer is asking him to pay for the visa status change from a visit/tourist visa to an employment visa since he is inside the country.
According to UAE labor law, who is responsible for covering these charges—the employee or the employer?
Mar 19, 2025
45

Premium
Other answers by
1293 1293 answers •
View allHow can I renew my Ejari if the landlord hasn’t signed the new contract? 0
Hi,
I have been here for 3 years now and paid the increased amount (as per the agreement) for the 4th year.
However, the landlord did not send me back the signed contract, although I have both made the payment for the full year via bank transfer and sent my signed contract to him.
I need to renew my Ejari; however, how can I do it without the landlord's signature?
I have all the previous contracts signed by both parties, along with the Ejari for those contracts.
Apr 14, 2025
18
How can I file a counter-complaint for a false public cursing accusation? 0
Hello,
How can I file a counter-complaint against a person who made a false report about me for public cursing, which I never did?
He made the complaint about three months after we last met. I now have a case because of it, but I never said any bad words to him.
I was stopped at the airport because of that.
Apr 7, 2025
59
I got a work permit and entry from a Dubai employer for work. What documents do I need to carry? 0
I got a work permit and entry from a Dubai employer for work.
During the travel to Dubai, do I need to show any accommodation proof, return ticket, or anything?
What documents do I need to carry?
Apr 14, 2025
26
I would like to know how to clear my police record due to a legal case that was closed a year ago 0
I would like to know how to clear my police record due to a legal case that was closed 1 year ago.
I need to clear it in order to be able to get a job position.
Apr 14, 2025
18
My company has filed a case against a client for failure to pay and bounced cheque. How to follow up? 0
Hello.
My company has filed a case against a client for failure to pay and a bounced cheque. The client's company is registered as a virtual office in the Creative City Free Zone in Fujairah, so our case is filed there.
The client basically purchased some equipment from us, and his payment via bank transfer did not go through and was rejected. Then, when we deposited his security cheque after multiple attempts to contact and no answer, the cheque bounced.
The company is under his wife's name, and we have filed a case on the same.
The court has accepted our application, however, they have instructed the execution bureau to get the Emirates ID of this authorised signatory. The bureau is asking us to get it, and we have no way to do so, unfortunately.
Without the Emirates ID, the court cannot freeze the bank accounts or put a travel ban, etc.
What are our options here?
Apr 14, 2025
19

Premium
Other answers by
3187 3187 answers •
View allWill changing the ownership of the company affect my end-of-service benefits accrued for 6 years? 0
My company changed the boss, but the company name is still the same.
Is there any way I can't get all my benefits for 6 years?
Apr 8, 2025
59
How can I cancel my current visa immediately without serving notice? 0
Hello,
I got an offer letter from another company. I want the immediate cancellation paper before 20th April.
I don't have time to submit my notice period registration. What should I do?
Please give me the best advice!
Apr 4, 2025
85
During the notice period, is an employee allowed to take sick leave? 0
Hello,
During the notice period, is an employee allowed to take sick leave? If not, can the employer deduct the sick leave from the employee’s end-of-service benefits?
Additionally, what is the legal basis for this? Specifically, which law or ministerial decision governs this matter?
Apr 4, 2025
139
Can I request reopening a civil case if the judgment was in my absence due to sending notices to the wrong address? 0
Lawyers misunderstood my question. Please read carefully and then guide me.
Case Type: Civil Case
Claim amount: 400,000
Paid: 65,000
Reason: Commercial agreement of supply
Emirate: Ajman
This case was registered in 2022. The judgment was in my absence, as notices were sent to the wrong address.
I was sent to jail. I made a down payment, bailed, and paid some more amount as installments. The total paid amount is AED 65000.
Now, again, an arrest warrant is issued as I did not pay the remaining 335,000 of the claim.
According to me, I had to pay only this amount because the executioner made a wrong claim, not as per the genuine claim.
So I want to reopen the case file.
I want the court to reinvestigate and start the case from scratch.
1) How can I make that request?
2) What documents are required?
3) Chances of reopening of case?
4) Cancellation of arrest warrant
Please guide me in detail, as I will do everything myself, as I cannot afford a lawyer right now.
Apr 4, 2025
74
I booked a hotel stay for Eid through a travel agency and it was canceled two days before Eid. What to do? 0
I booked a hotel stay for Eid through a travel agency two weeks before Eid. The travel agency confirmed the booking on payment.
One day before Eid, the agency reached out, saying they had an issue with the supplier/hotel and the booking would be cancelled.
They offered alternative hotels that didn’t match the original property. I suggested some properties, and they couldn’t arrange them, or they asked for further payment, so I didn’t book anything through them.
What are my rights to a refund and compensation, as I had to book other arrangements separately at a significantly higher cost due to the last-minute prices?
It also caused significant emotional distress, less than 24 hours before the holiday. To which authority can a complaint be made in case of an unsatisfactory outcome?
Both the agency and the hotel are in Dubai.
Apr 4, 2025
67

Premium
Other answers by
718 718 answers •
View allIs it legal to reduce the salary after signing an employment contract? 0
Hello,
Is it legal to reduce the salary after signing an employment contract?
Mar 19, 2025
87
Can the owner of a company escape if there is a cheque execution and travel ban on him? 0
I raised a cheque execution case against a company and its owner and won. There is a travel ban on him. I was receiving installments for three months and now he stopped paying.
The court after request summoned him. In total, he paid only 30% of the owed money. I found that his company license is expired and also in the month his visa will expire.
Does he have any option to avoid payment?
Please note he was deceived by showing no money in his bank account and no assets in his name but he is running multiple businesses.
Also a month ago, he tried to convince me to lift the travel ban but I refused to do so. But he submitted a guarantee and left UAE.
Now the status shows he is back in the UAE and the travel ban imposed again. But after that, he stopped payment.
Is there a 1% chance of him not paying me the remaining money?
Is there a way he can leave the country through the Amnesty program or any of this sort?
Mar 12, 2025
97
In EMARATAX, must two licenses for the same activity in different emirates register separately? 0
Hello,
In EMARATAX (The Federal Tax Authority), if someone has two licenses in different emirates for the same activity, does he need to register two taxable persons, or how should he proceed?
Mar 2, 2025
72
Can a developer demand extra payment for a 30% size increase after handover? 0
Hello,
I purchased a one-bedroom off-plan unit in Dubai from a well-known developer under an SPA specifying an area of 801 sq. ft. I completed all payments as per the developer’s payment plan, and the unit was handed over to me without a Title Deed.
After taking possession, furnishing the unit, signing a tenancy contract, and making repeated follow-ups to obtain my Title Deed, the developer informed me, 45 days after handover, that the actual area was 1,041.41 sq. ft., a 30% increase from the original SPA terms.
To receive my Title Deed, they are now demanding payment for the increased size.
Key issues:
- Failure to notify me before handover about the 30% increase in area.
- The SPA allows for price adjustments for area variations but specifies that such adjustments must be reflected in the final installment, which I had already fully paid before handover.
- The developer has now filed a legal case through Dubai Courts, demanding payment.
I require legal advice based on RERA/DLD laws and the SPA.
Mar 12, 2025
62
How to recover unpaid fees from a client who refuses to pay for online consulting services? 0
Hello,
A client of mine used our consulting services online and is refusing to pay. Despite multiple reminders, she still has not made the payment. What legal action can I take against her?
Mar 7, 2025
84
Get quotes from lawyers
Find the right lawyer for your legal needs.
Submit your request and get multiple
competitive offers from
qualified lawyers.
Popular Q&A
View all Looking for something else?
Ask for advice from a lawyer