Q: On June 23rd, I was introduced to a gentleman through a friend to partner with on developing a new software solution. For his end of the deal, he was to produce 45% of the software to a spec which was agreed in June, and then once it was built to that spec the company would take over payments. The company was established Aug 23rd. In September, he started asking for payments for 50% of the costs, circa 10k Euro or development would stop. To date, I have paid almost 70k Euro to him for the development. The software only became useable, still not to the agreed spec around 90 days ago. Since then he has been trying to get myself and my wife (jointly we own 45%) out of the company through various means. He tried to steal the domain by accessing my personal Tasjeel account to transfer to his own but this was stopped. He is now threatening to force company closure, no refund of our money, and keep the software for himself. What can we do? He has used almost all my cash to date to get to this point.

Q: I am in the process of setting up an LLC for tailoring shop. Is there a standard MoA in place or can I make amendments to it? If tomorrow I have a conflict with my partner and want to change him, what is the recourse and what kind of timelines and cost am I looking at? What are the things I should get included in the MoA to protect my investment and allow me the flexibility to change a partner with minimum damages?

Q: I have co-founded a UAQ FZ this year and I am in a dispute with my co-founder. We had several discussions on discontinuing the partnership after our license expires. I had an uneven share of responsibilities and have voiced this for a while, even to our advisor during mediation sessions. We built our community, social media, and email database together. I said we should leave with the partners we brought in and go our separate ways once our license expired. All costs for the business have been paid equally. With few months left of our license, my partner blocked me from my email and access to our database. The domain and email are in his name, and he is holding these as a hostage even though I am 49% owner. I understand he is 51% owner and manager, but does he has the right to do this and hold the company domain and email under his account? He is abusing his role as a manager and domain owner, and I wanted to know what my legal rights are here as co-owner.

Q: Hello, My 50-50 business partner has taken control of the company phone, social media, and bank accounts. Previously, he took 20,000 in cash to pay for his operation without consent. What can I do?

The UAE continues to strive to modernize its laws and create more flexibility in meeting the needs and requirements of investors and businessmen and elevate its economy to the highest levels of growth and development.

Companies can be wound up by Voluntary Liquidation. This shall proceed as initiated by shareholders or creditors of a company by passing a valid shareholder’s resolution. When a company’s financial mechanism fails, and the company is in financial distress and/ or becomes insolvent whereby it is unable to pay off its debts, the company may file a petition for winding up to the court.

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.

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.

In view of the fact that the manager is primarily the point of reference for the company in the business streets, he is generally authorized by a power of attorney provided by the shareholders of the company or via the MOA of the company. In certain cases exceeding the powers given to the manager may make the manager, or the LLC itself, liable, depending on the nature of the manager’s actions.

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.

The provisions of this Federal Decree-Law No. (31) of 2021 Promulgating the Crimes and Penalties Law, known as the "New UAE Penal Code", governs criminal actions in the United Arab Emirates. The New Penal Code repeals the previous UAE Penal Code (Federal Law No. (3) of 1987 Promulgating the Penal Code).