Share Transfer Agreement Translation in the UAE: LLC Guide
The Short Answer
When a partner sells or gives shares in a UAE mainland limited liability company (LLC), the deal is not finished when the buyer and seller sign. Under the Commercial Companies Law (Federal Decree-Law 32/2021), the assignment must follow the memorandum of association (MOA) and be made in an official authenticated document, and it binds the company and third parties only once it is entered in the commercial register. In practice that means a share transfer (assignment) agreement and an amended MOA, signed before the notary or authenticated by the economic department, followed by a licence amendment at the Department of Economy and Tourism (DET) in Dubai or the Abu Dhabi Department of Economic Development (ADDED) through TAMM.
The translation side is set by one rule: the law requires the MOA and every amendment to be in Arabic, and where a foreign-language version exists alongside it, the Arabic text prevails in the UAE. So the documents are usually bilingual Arabic–English, and every foreign document a shareholder brings — especially a foreign company's board resolution, power of attorney and certificate of incumbency — must be legalised, attested and translated into Arabic before the notary will accept it.
What the Law Says About Transferring LLC Shares
The assignment itself
In the text of Federal Decree-Law 32/2021 as published, a partner may assign or mortgage his membership interest to another partner or to a third party, in line with the MOA, under an official authenticated document. The company may refuse to register the assignment only if it breaches the MOA or the law.
Partners' pre-emption right
If the buyer is not already a partner, the seller notifies the other partners through the manager of the buyer and the terms. Each partner may ask to buy the shares within 30 days of the manager being notified of the agreed price; if there is a dispute about price, an expert valuation can be requested. If several partners exercise the right, the shares are divided pro rata to their holdings. If 30 days pass without anyone exercising it, the seller is free to sell.
Arabic MOA
The MOA and each amendment must be made in Arabic and authenticated by the competent authority, or they are void. A notary authenticates it in the cases the authority specifies.
The law was amended in 2025 (Federal Decree-Law 20/2025), and the MOA may add its own restrictions such as consent thresholds. Check the current consolidated text on the UAE legislation portal and ask your lawyer how it applies to your company. Most buyers ask for the other partners' written waiver of pre-emption so the file is clean at the notary and the economic department.
The Documents in a Typical Mainland Share Transfer
| Document | Usual language | Translation point |
|---|---|---|
| Share transfer / assignment agreement | Bilingual Arabic–English, or Arabic | Names, share numbers, nominal value and price must match the MOA and the licence exactly |
| Amended MOA (or MOA addendum) | Arabic, often with English alongside | The Arabic text prevails; the English column must say the same thing |
| Partners' waiver of pre-emption / consent | Bilingual or Arabic | Must name the shares and buyer as in the agreement |
| Resolution of the buying or selling company | Often English or another language if foreign | Legalised and translated into Arabic |
| Power of attorney for the signatory | Foreign or UAE-notarised | Foreign POA legalised and translated; scope must cover this transfer |
| Certificate of incumbency / good standing, commercial register extract | Language of the home country | Legalised and translated into Arabic |
Ask the notary or your company-services provider for the exact list before anything is signed; requirements differ between emirates and notary channels.
When the Buyer or Seller Is a Foreign Company
A foreign corporate shareholder acts through a person, so the notary needs proof that the company exists, who controls it and that the signatory was authorised to make this specific transfer. The usual sequence is:
- A board (or shareholders') resolution approving the purchase or sale, naming the UAE company, the number and nominal value of the shares, the counterparty and the person authorised to sign.
- A power of attorney to that person, consistent with the resolution.
- A certificate of incumbency or good standing and a current commercial register extract, plus constitutional documents if asked for.
- Notarisation in the home country, legalisation by the UAE embassy or consulate there, then attestation by the UAE Ministry of Foreign Affairs. The UAE is not a party to the Apostille Convention, so an apostille alone is not enough.
- Legal translation into Arabic in the UAE by a Ministry of Justice-licensed translator, after attestation, so the translation covers the stamps as well.
Getting the Order Right
Translate after the MOFA stamp, not before: a translation made before attestation does not show the attestation, and the notary may send it back. Check how recent the incumbency certificate must be. Our guides to translating board resolutions and translating a foreign commercial register cover these documents in detail.
Consistency Checks the Notary and DET Will Make
A share transfer is a set of documents, and the reviewers compare them line by line. These are the points we check on every file:
- Names. The company's Arabic trade name and English name exactly as on the licence; each partner's name as in the passport or register, spelled the same in every document.
- Share counts and nominal value. Number of shares transferred, nominal value per share, total capital and each partner's holding before and after must add up, in both columns.
- Price versus nominal value. The agreed price is a different figure from nominal value; the translation must not merge them.
- Legal form. "شركة ذات مسؤولية محدودة" is a limited liability company; a foreign "GmbH", "Ltd" or "B.V." keeps its own name and is not re-labelled.
- Terms of art. Assignment (تنازل), pre-emption (حق الاسترداد / الأولوية), waiver and manager are rendered consistently with the MOA's existing Arabic.
- Dates and numbers. Licence and register numbers, passport numbers and dates copied digit for digit.
Free-Zone Companies Are Different
Free-zone companies follow their free zone's own companies regulations and transfer process, run by the free-zone authority rather than DET or ADDED. Many free zones work in English, so a bilingual Arabic MOA is often not required, but a foreign corporate shareholder's documents may still need legalisation, and documents in other languages still need translation. The financial free zones (DIFC and ADGM) have their own registrars and notary services. Check the specific free zone's current requirements before preparing anything.
Does the share transfer agreement have to be in Arabic?
The law requires the MOA and every amendment to be in Arabic, and the Arabic text prevails over any foreign version. Transfer agreements signed before a UAE notary are therefore usually bilingual Arabic–English or Arabic. Ask the notary which format it will accept.
Does SWLT notarise the share transfer?
No. SWLT is a translation company and does not notarise or give legal advice. The notary, or the economic department where it authenticates the amendment, does that. We prepare the translations and can provide an interpreter at the appointment. See our notary public guide.
What is the partners' pre-emption period for an LLC?
In the published text of Federal Decree-Law 32/2021, the other partners may ask to buy within 30 days of the manager being notified of the agreed price. The MOA may add further rules, and the law was amended in 2025, so confirm with your lawyer.
Can a foreign company use an apostille for its board resolution?
Not on its own. The UAE is not a party to the Apostille Convention, so the document is legalised by the UAE embassy in the home country and attested by the UAE Ministry of Foreign Affairs, then translated into Arabic in the UAE.
Do I need an interpreter at the notary?
If a signatory does not understand Arabic or the language of the document, the notary may require an interpreter. Our article on the interpreter at a notary appointment explains how it works.
How SWLT Helps
We translate share transfer agreements, amended MOAs, waivers, foreign board resolutions, powers of attorney and incumbency certificates into Arabic, and check names, share counts and nominal values across the whole set before it goes to the notary. Service details: MOA translation in Dubai. Our office is in Abu Dhabi; Dubai clients are served online.
Disclaimer
This article is general information about the translation and document side of the matter. It is not legal or medical advice. Laws, procedures and fees change; confirm current requirements with the authority, court, hospital or embassy concerned, and take professional advice on your own case.
Prepare Your Share Transfer File
Send us the current MOA, the draft transfer agreement and any foreign corporate documents, and tell us the notary date. Smart World Legal Translation – Sole Proprietorship L.L.C. (SWLT) is a UAE Ministry of Justice-licensed legal translation company in Abu Dhabi and Dubai, led by Dr. Hani Elimam. Our federal accreditation is accepted across the UAE, including by Dubai Courts, and we hold exclusive interpretation contracts with the UAE Federal Courts and the Federal Public Prosecution. Arabic⇄English legal translation is AED 60 per 200-word page (excl. VAT), with same-day delivery available. Send your documents on WhatsApp (+971 50 864 8439), email info@swlt.ae, or use our contact page.