M&A Legal Services Dubai: A Comprehensive Guide to the Company Acquisition Process in the United Arab Emirates

M&A Legal Services Dubai: A Comprehensive Guide to the Company Acquisition Process in the United Arab Emirates

Estimated reading time: 22 minutes

Key Takeaways

• Full transaction life cycle: From strategic structuring and due diligence to closing and post-completion integration.
• Jurisdictional nuances: Distinct regimes for onshore, free-zone, and financial free-zone entities.
• Regulatory approvals: Mandatory merger control under Federal Decree-Law No. 36 of 2023 and sector-specific consents.
• Structuring options: Share purchase, asset acquisition, and business transfer agreement Dubai approaches.
• Legal frameworks: Corporate, competition, tax, labour, IP, insolvency, and arbitration laws shape M&A and restructuring.

1. Introduction: Scope of M&A Legal Services Dubai and the Company Acquisition Process UAE

Mergers and acquisitions, business transfers, and corporate restructurings in the UAE require meticulous planning, regulatory analysis, and execution. As a full-service Dubai law firm, ProConsult Advocates & Legal Consultants has over 30 years’ experience delivering sophisticated M&A legal services Dubai across industries.

Here, “M&A legal services Dubai” refers to the suite of services guiding mergers, acquisitions, joint ventures, business transfers, and restructurings for entities in the UAE, from strategic structuring and due diligence to documentation and post-completion integration.

The purpose of this guide is to provide a practitioner-level roadmap to the evolving M&A landscape in the UAE, covering corporate, competition, and sectoral frameworks, and the practical company acquisition process UAE follows.

2. Mergers and Acquisitions Landscape in the United Arab Emirates and the Company Acquisition Process UAE

The UAE has become a global M&A hub, driven by inbound and domestic transactions across sectors. Legislative reforms, including liberalisation of foreign ownership and a new corporate tax framework, have spurred deal activity.

A pivotal reform was Federal Decree-Law No. 32 of 2021 on Commercial Companies, as amended by Federal Decree-Law No. 20 of 2025, which permits up to one hundred percent foreign ownership in many sectors and introduces enhanced corporate governance and shareholder mechanisms.

3. Legal and Regulatory Framework Governing M&A Transactions and Corporate Restructuring Advice

3.1 Commercial Companies Law and Ongoing Amendments

The onshore merger and share transfer regime is governed by Federal Decree-Law No. 32 of 2021 and subsequent amendments, detailing approvals, merger procedures, and shareholder rights.

3.2 Securities and Commodities Authority Framework and SPACs

The SCA regulates public M&A, takeover offers, disclosure, and inside information. It also oversees SPACs listing, trust accounts, and de-SPAC procedures.

3.3 Competition Law: Federal Decree-Law No. 36 of 2023 and Merger Control

Federal Decree-Law No. 36 of 2023 Regulating Competition, which came into force on 29 December 2023, introduces a mandatory, suspensory merger control regime; the specific filing thresholds were clarified by Cabinet Decision No. 3 of 2025, which requires notification where the combined annual turnover of the parties in the relevant market within the United Arab Emirates exceeds three hundred million dirhams or where their combined market share exceeds forty percent. Notifications to the Ministry of Economy are required at least 90 days before closing. Failure to obtain express approval can lead to rejection and penalties.

3.4 Sector-Specific Regulatory Approvals and Corporate Restructuring Advice

Transactions in regulated sectors need consents from specialist regulators: the Central Bank for financial institutions, TDRA for telecom, Dubai Health Authority and MOHAP for healthcare, among others.

4. Company Acquisition Process UAE: From Engagement to Closing and Business Transfer Agreement Dubai

4.1 Engagement of M&A Legal Advisers and Initial Structuring

Advisers define strategic objectives, choose between share or asset transactions, and integrate tax planning under Federal Decree-Law No. 47 of 2022. A transaction timetable aligns due diligence, negotiation, and regulatory steps.

4.2 Due Diligence: Scope and Regulatory Focus

Due diligence spans corporate, commercial, financial, regulatory, labour (Federal Decree-Law No. 33 of 2021), IP, environmental, and tax reviews. Findings inform warranties, indemnities, and conditions precedent.

4.3 Transaction Structuring: Share Purchase, Asset Acquisition, and Business Transfer Agreement Dubai

Share deals transfer the entity whole, asset deals target specific assets, and business transfer agreement Dubai moves a going concern under one agreement, each requiring tailored documentation and registrations under the Civil Transactions Law.

4.4 Heads of Terms, Exclusivity, and Confidentiality

Parties negotiate heads of terms, confidentiality agreements, and exclusivity undertakings. Break-fees may be included, subject to SCA and exchange rules for listed entities.

4.5 Regulatory Filings, Merger Control, and Licence Amendments

Under the merger control regime established by Federal Decree-Law No. 36 of 2023 and clarified by Cabinet Decision No. 3 of 2025, notifications to the Ministry of Economy must be submitted at least 90 calendar days prior to the proposed closing date when the transaction meets the relevant thresholds. Regulated sectors add Central Bank or specialist approvals as conditions precedent.

4.6 Closing Mechanics and Post-Completion Implementation

Closing involves payment mechanics, share transfer notarial formalities, asset registration (Dubai Land Department), and post-closing steps like licence updates, UBO filings, and integration plans.

5. Business Transfer Agreement Dubai: Legal Framework, Content, and Execution

5.1 Legal Framework for Business Transfers under United Arab Emirates Law

A business transfer agreement in Dubai transfers a going concern and is governed by Federal Decree-Law No. 32 of 2021 on Commercial Companies as amended by Federal Decree-Law No. 20 of 2025 and by the provisions of the Civil Transactions Law that apply to assignments of assets and business units.

5.2 Mandatory Elements: Parties, Business Description, Assets, and Liabilities

Defines transferor/transferee details, business unit, included assets (tangible/intangible), and assumed/excluded liabilities in schedules.

5.3 Core Provisions: Representations, Warranties, Indemnities, and Employees

Detailed representations on title, contracts, financials, compliance, IP, and liabilities. Employee transfer terms under Federal Decree-Law No. 33 of 2021 cover continuity, gratuities, and work permits.

5.4 Execution, Notarisation, and Registration

Requires board/shareholder approvals, notarial execution, Arabic translations, and filings with the Dubai Department of Economy and Tourism or free-zone registrar.

5.5 Post-Transfer Obligations and Transitional Services

Updates licences, publishes notices to creditors, allocates post-closing tasks, and may include transitional services agreements.

6. Share Purchase Agreement Template and M&A Legal Services Dubai

6.1 Role and Scope of a Share Purchase Agreement Template under Federal Decree-Law No. 32 of 2021

A template underpins consistent risk allocation and efficient negotiation for share sales in companies governed by Federal Decree-Law No. 32 of 2021.

6.2 Essential Clauses: Sale and Purchase, Price, and Adjustments

Includes definitions, share sale mechanics, locked-box or completion accounts, and price adjustment procedures for net debt and working capital.

6.3 Representations, Warranties, Conditions Precedent, and M&A Legal Services Dubai

Sellers’ warranties on authority, title, financials, contracts, IP, employees, tax; purchasers’ basic capacity warranties; conditions precedent including merger control and sectoral approvals.

6.4 Indemnification, Limitations of Liability, and Dispute Resolution

Indemnity caps, baskets, survival periods, and exclusive remedies. Arbitration under Federal Decree-Law No. 6 of 2018 or DIFC/ADGM rules. See Enforcement of foreign awards.

6.5 Ancillary Documentation and Closing Deliverables

Share transfer forms, updated registers, resolutions, waivers, powers of attorney, merger control clearances, and asset-specific deeds for land and IP.

7. Asset Acquisition UAE Regulations and Related M&A Legal Services Dubai

7.1 Real Property: Dubai Land Department and Law No. 7 of 2006

Transfers must use approved forms, clear fees, and register with the Dubai Land Department.

7.2 Movable Assets, Inventory, and Secured Transactions

Sale under Civil Transactions Law requires schedules and delivery. Buyers must check the federal movable property security registry.

7.3 Intellectual Property: Copyright, Industrial Property, and Ministry of Economy Procedures

Assignments of registered rights under Copyright Law and Industrial Property Law must be recorded with the Ministry of Economy to be effective against third parties.

7.4 Licences, Permits, and Sector-Specific Constraints

Regulated-sector licences often require new approvals rather than simple assignment (Central Bank, TDRA, DHA, MOHAP).

7.5 Registration, Commercial Registers, and Publication

Updates to trade licences, commercial registers, Official Gazette notices, and creditor notifications are mandatory for enforceability.

8. Corporate Restructuring Advice: Formal and Informal Tools in the United Arab Emirates

8.1 Federal Financial Restructuring and Bankruptcy Framework

Federal Decree-Law No. 51 of 2023 introduces preventive settlement, restructuring, and liquidation under court supervision.

8.2 Informal Restructuring Mechanisms

Consensual debt rescheduling, covenant amendments, equity injections, and asset sales documented via standstill agreements and term sheets.

8.3 Formal Proceedings: Preventive Settlement, Restructuring, and Liquidation

Court-supervised plans with creditor voting, stays on enforcement, and procedures for cross-class cram-downs under the bankruptcy law.

8.4 Financial Free Zones: DIFC and ADGM Insolvency Regimes

DIFC and ADGM have their own insolvency laws (DIFC Law No. 1 of 2019; ADGM Insolvency Regulations 2021) offering administration and company voluntary arrangements.

8.5 Cross-Border Insolvency, Tax, and Employment Dimensions

Recognition of foreign judgments and restructuring plans, tax neutrality for statutory reorganisations, and employment rights under Federal Decree-Law No. 33 of 2021.

9. Practical Considerations and Risk Mitigation in M&A and Restructuring Transactions

9.1 Financing Structures and Regulatory Constraints

Equity, shareholder loans, leveraged buy-outs, vendor finance, and syndicated facilities must comply with Central Bank prudential rules.

9.2 Competition-Law Clearance Strategy and SME Carve-Outs

Early analysis of merger control thresholds under Federal Decree-Law No. 36 of 2023 and Cabinet Decision No. 3 of 2025 to avoid automatic rejection.

9.3 Labour-Law Considerations, Immigration, and Employee Communications

Rights under Federal Decree-Law No. 33 of 2021, redundancy procedures, gratuities, and visa transfers require careful planning.

9.4 Post-Transaction Integration, Governance, and Regulatory Reporting

Board reconfiguration, audit committees, UBO filings, tax and regulator compliance schedules post-closing.

9.5 Dispute-Prevention Mechanisms and Coherent Dispute Resolution Architecture

Multi-tier negotiation, expert determination, and arbitration clauses under Federal Decree-Law No. 6 of 2018 or DIFC/ADGM rules to minimise litigation risk.

10. Conclusion: Strategic Importance of Specialised M&A Legal Services Dubai and Corporate Restructuring Advice

Success in high-value domestic and cross-border transactions in the UAE demands integrated corporate, competition, tax, labour, IP, insolvency, and financing expertise. Engaging specialised counsel early ensures compliant, efficient, and value-enhancing outcomes.

Frequently Asked Questions

• Q: What are the main structuring options in a UAE M&A transaction?A: The primary approaches are share purchase, asset acquisition, and business transfer agreement structures, each with distinct risk allocation and regulatory implications.
• Q: When is merger control notification required in the UAE?A: Notification to the Ministry of Economy is mandatory when an economic concentration meets thresholds under Federal Decree-Law No. 36 of 2023 and Cabinet Decision No. 3 of 2025.
• Q: How are employees handled in a business transfer agreement?A: Transfers must comply with Federal Decree-Law No. 33 of 2021, ensuring continuity of service, settlement of accrued benefits, and reissuance of work permits and visas.
• Q: What role does the business transfer agreement play?A: It enables the sale of a going concern by bundling assets, liabilities, contracts, and employees under one coherent agreement, subject to asset-specific registration requirements.
• Q: How can disputes be resolved efficiently?A: Multi-tiered dispute-prevention clauses, expert determination for technical issues, and arbitration under Federal Decree-Law No. 6 of 2018 or DIFC/ADGM rules are common practices.