How can we remove a partner from the license if he is present but unresponsive?

Dear Questioner,

Thank you for your inquiry!

In the UAE, removing a partner from a company’s trade license without their consent can be challenging, especially if the partner is still alive and legally present.

Here are the general steps you may consider:

- Attempt Official Communication: Continue documented efforts to contact the partner (calls, emails, registered letters) to show due diligence.

- Review the Partnership Agreement: Check if the company’s Memorandum of Association (MOA) or partnership agreement includes provisions for removing a partner in case of non-communication or breach of duties.

- Mediation: You may request mediation or conciliation through the relevant Department of Economic Development or a local court to resolve the issue.

- Legal Action: If the partner remains unreachable, you may file a legal suit to remove the partner on grounds such as abandonment, non-performance, or breach of partnership duties. The court can then order removal following due process.

- Company Restructuring: Alternatively, if permitted, restructuring the company by transferring shares or changing license type may be an option.

Please note that unilateral removal without legal procedures is not possible.

We recommend consulting a lawyer to evaluate your partnership agreement and assist with the necessary legal steps to resolve this issue.

Kind regards,

Mohammed Salah

Legal Consultant

Hello,

Thank you for your message!

As per UAE law, removing a partner from a company license without their consent is a sensitive and complex matter.

If the partner is unresponsive, documented attempts to reach them must be made. Should these efforts fail, it may be possible to file a court application under Article 677 of the UAE Civil Transactions Law, citing serious grounds for removal.

However, it’s important to note that mere absence or lack of participation is not always considered sufficient by UAE courts.

Alternatively, if the partner agrees, a share transfer process may be pursued through proper notarization and DED approval.

Given the legal complexities involved, we recommend proceeding with a detailed legal consultation to assess your specific case and determine the best course of action.

Please let us know a convenient time to schedule a consultation or if you need further assistance.

Best regards,

Good afternoon,

To remove a partner's name from a license, you must first obtain the approval of all partners and then submit a request to the relevant authority to complete the formalities.

Required Documents:

- A copy of the commercial license, and

- A copy of the notarized partnership contract.

Dear Sir,

You must first read the company's articles of association to understand the possibility of removing a manager or a partner from the license and the specific percentage of partners' shares that allows this action.

Hold a general assembly meeting of the company and request the cancellation of the partner during the meeting, with the approval of the majority of the company members.

Thank you for reaching out!

In situations where a partner becomes unresponsive and fails to participate in the affairs of the company or license, UAE law provides certain legal remedies, however, the exact procedure depends on the legal structure of your entity (e.g., LLC, sole establishment with partners, civil company, etc.) and the provisions of your Memorandum of Association (MOA) or shareholder agreement, if any.

Generally, you may consider initiating one of the following actions:

- Serve a legal notice through a Notary Public or court bailiff to formally demand communication or action.

- Apply for judicial removal or amendment of license/shareholding based on non-participation or breach of partnership duties, especially if you can show attempts to contact him and any harm caused.

- File a civil case for dissolution or exclusion of the partner, depending on your legal standing.

I would strongly recommend a detailed review of your license and partnership documents to assess the most strategic and enforceable route forward.

I can assist you with this process and ensure that the required notices and legal filings are made correctly under UAE law.

Please feel free to reach out to me directly on WhatsApp or call [-------------] so we can discuss your case and begin the necessary legal action.

Best regards,

Suhail Rana

Advocate & Legal Consultant

Good day,

Thank you for reaching out!

In cases where a partner is unresponsive but still listed on the trade license, the removal process depends on the company’s legal structure and the terms of the Memorandum of Association (MOA).

Generally, it is not possible to remove a partner without their consent unless there is a court order or a breach of contractual obligations that can be proven.

We recommend booking a consultation to review your company documents and advise you on the most suitable legal route. Our office can also represent you in the necessary legal procedures if required.

Book your consultation now with Future Vision for Advocacy and Legal Consultancy.

Hello,

Check the MOA or the partnership agreement for any clauses regarding withdrawal or expulsion of a partner.

If the document includes provisions for such cases (e.g., prolonged absence, non-participation), you may be able to take action through legal channels.

File a case in the Dubai Court for the removal of the inactive partner. If the court agrees, it will issue a judgment allowing amendment of the license without the absent partner’s approval.

A lawsuit must be filed to remove a partner from the company due to his failure to fulfill his obligations to the company.

If you have any further questions, contact us at [------------].

Dear Client,

Thank you for your inquiry!

In Dubai, removing a partner from a trade license generally requires the written consent of the partner being removed.

The standard process involves amending the Memorandum of Association (MoA), obtaining all partners’ approval, and submitting the necessary application and documents to the Department of Economic Development (DED).

If a partner is unresponsive but remains in Dubai, you cannot typically remove them without their consent. The law requires all partners to agree to the removal, and their signature or a notarized power of attorney is needed for the DED application.

The only exception is if there are serious legal grounds, such as proven breach of duty or misconduct, in which case the remaining partners may apply to the court for exclusion, but this is a complex process that requires substantial evidence and a court order.

Recommended Steps:

- Review your company’s shareholder agreement or articles of association for any specific provisions regarding partner removal.

- Attempt all possible means of communication, including formal written notices.

- If the partner remains unresponsive and there is no contractual or legal provision for unilateral removal, you may need to initiate legal proceedings to seek a court order for removal, which is only granted in cases of serious breach or justified grounds.

Consult with us to assess your specific circumstances and guide you through the process.

If you require assistance with reviewing your company documents, preparing formal notices, or pursuing legal action, I am available to provide comprehensive support throughout the process.