Corporate and commercial
Corporate and Commercial Lawyers in Dubai
Most businesses call a lawyer late. The distributor has already stopped paying. The co-founder has already changed the bank mandate. The share purchase agreement is already signed, and the warranty you needed is not in it.
Licensed advocate practice, licence 593372.
First ten minutes free, with the advocate.
Dubai courts, and coordination for Abu Dhabi.
Proceedings in Arabic, explained to you in plain terms.
The short answer
We act for companies operating in Dubai and across the UAE: consultancies, family groups, funded start-ups, and businesses running a mainland entity and a free zone entity side by side. A corporate lawyer in Dubai is worth involving at two points. Before a decision, while the structure, the contract or the transaction can still be shaped. And after one, when something has gone wrong and has to be fixed, recovered or defended. This page sets out what we handle on both sides of that line.
On this page
- What a corporate lawyer in Dubai actually does
- Company formation and structuring in Dubai
- Shareholder and partnership agreements
- Shareholder and partnership disputes
- Commercial contracts, drafting and review
- Corporate governance and compliance
- Mergers, acquisitions and due diligence
- Commercial litigation for businesses
Ten free minutes
Enough to say whether this needs a lawyer at all.
What a corporate lawyer in Dubai actually does
Corporate lawyers in Dubai split their time between two kinds of work.
Advisory work, before anything goes wrong
Most corporate work never reaches a court. It is choosing the right entity for an activity, writing the shareholder agreement while the founders still agree, fixing the payment and termination terms in a supply contract, and checking that a decision the board wants to take is one the constitutional documents allow. This is the cheapest legal work a business buys, because it is priced against a document rather than a dispute.
Contentious work, after it does
The other half is recovery and defence. A customer stops paying. A shareholder is cut out of the accounts. A supplier terminates without the notice the contract required. An employee leaves with a client list. The questions here are different: what can be proved, which forum hears it, whether assets can be secured before the other side moves them, and whether a negotiated exit beats a judgment.
Who we act for
As corporate lawyers in the UAE, our commercial clients are usually the person who signs. Founders, managing directors, finance directors and family office managers. They know their sector better than we do, and want a lawyer who understands how their structure works rather than one explaining what a contract is. We write advice on that basis.
Company formation and structuring in Dubai
Where you incorporate constrains everything that follows: who can own the shares, what you are licensed to sell and to whom, where your disputes are heard, and how hard it is to change later. Our business setup and company formation page covers the process step by step.
Mainland companies
A mainland company is licensed by the Dubai Department of Economy and Tourism and is generally the route for a business trading directly with customers inside the UAE market, taking on government work, or opening branches in other emirates. Mainland companies come in several legal forms, and the form affects governance, liability and how shares are transferred. We advise on which form fits the activity and the shareholder group, not which registers fastest.
Free zone companies
Each free zone has its own registrar, its own company regulations and its own list of permitted activities. A free zone entity is normally efficient for regional trade, holding and professional services, or wherever the customers sit outside the onshore UAE market. Selling into that onshore market from a free zone entity usually needs an additional arrangement, and what that has to be depends on the activity. We check with the relevant zone, because zone rules change independently.
Offshore and holding structures
Offshore companies registered in the UAE are used to hold shares, intellectual property and, in some cases, real estate. They are not licensed to carry on business in the UAE market, and treating one as an operating company is a common and expensive mistake. Where a group needs a holding layer, we look at what that entity has to do, which registries permit it, and whether the banking consequences are acceptable.
Choosing between mainland, free zone and offshore
The choice follows the customer, not the brochure. Who pays your invoices, and where are they? Do you need a visa quota, a physical office, or the ability to bid for public sector work? Foreign ownership of mainland companies changed with amendments to the Commercial Companies Law and now depends on the activity, so we confirm the position for your licence category rather than applying a general rule. The same applies to share capital, which varies by legal form and activity.
Shareholder and partnership agreements
What a shareholder agreement should settle
A constitutional document tells the registrar who owns the company. A shareholder agreement tells the shareholders how they will run it. The clauses that matter are the ones nobody wants to discuss at the start: who can sign, which decisions need unanimity, how profits are distributed, what happens when someone wants out and how the shares are valued then, and what happens if a shareholder dies or becomes insolvent.
Founders who started without one
Many businesses here were incorporated quickly with standard documents and no agreement between the owners. That works until it does not. If everyone is still on speaking terms, this is the moment to put an agreement in place, because it is a negotiation between partners rather than a dispute between opponents. We also regularise arrangements where money went in on a handshake and the register does not reflect what was agreed.
Share transfers, exits and valuation
Getting shares out is harder than getting them in. Transfers may need board or shareholder approval, registrar filings, notarisation, and in some structures a licensing authority’s consent. Pre-emption rights, tag along and drag along provisions, lock-ins and deferred consideration all change what an exit is worth. We draft and complete transfers, and test the valuation mechanism before it is relied on.
Shareholder and partnership disputes
How these disputes usually start
Rarely with a dramatic act. It starts with information: a shareholder stops receiving management accounts, finds a related party contract, or discovers a salary adjusted without a resolution. By the time it is visible, the bank mandate, the licence renewal and the employee visas may all be controlled by one side. Our shareholder and partnership dispute lawyers in Dubai page goes through the options.
Deadlock, and what to do about it
A fifty-fifty company with no casting vote and no deadlock clause can stop functioning while remaining perfectly solvent. The route out is normally one of four: a negotiated buyout, a mediated settlement, an application to the court, or an agreed wind-down. Which is realistic depends on the constitutional documents, who controls the bank account, and whether the business has value that decays while the argument runs.
Keeping the company compliant meanwhile
Licences expire, visas lapse and landlords issue notices regardless of who is right. Part of the work in any shareholder dispute is keeping the company compliant while the substantive issue is resolved, and preserving the accounting records and corporate registers before they become unavailable.
Commercial contracts, drafting and review
The contracts we draft most often
Supply and distribution agreements, agency and reseller terms, services and consultancy agreements, software and licensing terms, framework agreements, joint venture agreements, confidentiality agreements and settlement agreements. Our commercial contract drafting and review page sets out how we handle each. Commercial lawyers in Dubai spend most of their drafting time on the same handful of failure points.
Governing law and jurisdiction
This is the clause businesses concede fastest and regret longest. A foreign law contract with disputes heard abroad can be slow to enforce against a UAE counterparty holding UAE assets. A UAE law contract heard in the Dubai courts is conducted in Arabic, which affects how your documents are prepared from the first day. The DIFC Courts work in English under a common law framework and hear disputes where the parties agreed to their jurisdiction. We pick the forum by asking where the money will be if the deal fails.
The clauses that decide the outcome
Payment terms and what happens on late payment. Termination, and whether it is for convenience, for cause, or only after a cure period. Limitation of liability, and whether the cap is worth anything against the risk. Force majeure. Ownership of intellectual property created under the contract. Dispute escalation, and whether it forces a negotiation before a filing. A contract silent on these is not a short contract, it is an expensive one.
Reviewing a contract someone else drafted
Often you are handed a document and told it is standard. It usually is standard, for the party that wrote it. We review commercially: which clauses could actually hurt this business, what is negotiable given the bargaining position, and what can be accepted with a side letter rather than a fight. You get a marked-up document and a short note on what to press for.
Corporate governance and compliance
Board and shareholder decisions
Company law in Dubai cares how a decision was taken, not only what was decided. Resolutions never passed, meetings never convened and signatures given without authority are all fixable in advance and awkward afterwards, particularly when a bank, a buyer or a registrar asks for the paperwork. We prepare resolutions, powers of attorney, delegations of authority and signature matrices, and keep them consistent with the constitutional documents.
Corporate records, registers and filings
Share registers, minute books, beneficial ownership registers, licence renewals, lease and establishment card renewals, and changes of manager or address all have to be filed and kept current. Neglecting them costs nothing until due diligence or a dispute, at which point the gaps are found by someone whose interests are opposed to yours.
Beneficial ownership and financial crime obligations
UAE companies are required to identify and record their ultimate beneficial owners and keep that record current with their registrar. Businesses in designated sectors also carry anti money laundering obligations, including customer due diligence and reporting. Where those apply they are continuing duties, not a one-off form. We advise on whether they reach your business and what compliance has to look like.
Tax, VAT and reporting
The UAE operates a federal corporate tax regime, there are VAT registration obligations, and some entities carry further reporting obligations depending on activity and structure. Free zone entities may be treated differently from mainland entities, subject to conditions. Rates and thresholds have changed, so we work with your tax adviser on the current position rather than assuming last year’s treatment applies. We handle the structuring; we do not file your returns.
Mergers, acquisitions and due diligence
Share purchase or asset purchase
Buying the shares means buying the company with everything in it, including liabilities nobody found. Buying the assets leaves the corporate history behind, but means re-papering contracts, re-registering licences, transferring employees and possibly re-applying for approvals. In the UAE the licensing and visa consequences often decide this, not the tax analysis. We set out both routes before the price is agreed.
Legal due diligence
We look at corporate records and title to the shares, the licence and its permitted activities, material contracts and their change of control clauses, leases, employment and end of service liabilities, intellectual property ownership, litigation, financing and security, and regulatory consents. The report separates deal breakers from price adjustments from things you simply need to know.
The transaction documents
Term sheet, exclusivity and confidentiality, then the sale and purchase agreement with its warranties, indemnities and disclosure letter, then the ancillary papers: resolutions, share transfer forms, amended constitutional documents, a new shareholder agreement if the buyer is not taking everything, and any escrow arrangement. We draft and negotiate these and keep a closing checklist that matches the registrar’s actual requirements.
Approvals and completion
Completion here is rarely a single signing. It can involve registrar filings, notarisation, licence amendments, bank mandate changes, visa transfers and sector consents, and some transactions require a competition filing before they can close. Getting the order wrong leaves a buyer paying for a company it does not yet control.
Commercial litigation for businesses
Where a commercial dispute is heard
Onshore commercial claims are generally heard in the Dubai courts, in Arabic, with documents requiring legal translation. The DIFC Courts hear matters within their jurisdiction in English. Some disputes belong before a specialist body: rental matters go to the Rental Dispute Centre, and most labour claims start with MOHRE. Getting the forum right matters more than the first draft, because filing in the wrong place costs time you may not recover.
Before you file
Two questions come first. Is the claim still in time? Commercial claims are subject to limitation periods that differ by claim type, so we check the applicable period rather than assume. And does the other side have anything to pay with? A judgment against an empty company is an expensive document. Where both answers are good, a properly drafted letter before action still resolves many commercial disputes without a filing.
Securing the money
A precautionary attachment application can freeze bank accounts or assets before or alongside the substantive claim, subject to the conditions the court applies. It is one of the few steps that changes the other side’s incentive to settle, and it is time sensitive, because it only works against assets still there. We assess whether the evidence supports one first.
Arbitration, mediation and settlement
Many commercial contracts carry an arbitration clause, and many carry a badly drafted one. Arbitration can be faster and confidential and awards are enforceable, but it is not automatically cheaper. Where a clause exists, we advise on whether to rely on it or challenge it, and our arbitration and dispute resolution lawyers in Dubai page covers the process. We usually test a settlement in parallel, because a payment this quarter often beats a larger judgment later.
Debt recovery for businesses
Unpaid invoices and stalled accounts
Business debt recovery is a documentation exercise before it is a legal one. The strength of the claim comes from the contract, the purchase orders, the delivery notes and the correspondence in which the debtor accepted the balance. Where that trail is complete, recovery is usually straightforward. Where it is not, the first task is rebuilding it. Our debt recovery lawyers in Dubai page sets out the routes available.
Cheques, guarantees and other security
Businesses here often hold a security cheque, a personal guarantee or a bank guarantee against a debt. The legal treatment of dishonoured cheques has changed in recent years, and the route that was correct a few years ago may no longer be right. We check the current position before advising which instrument to use, and whether a guarantee is enforceable in the form it was signed.
Employment matters from the employer’s side
Contracts, policies and onboarding
Most employment problems we see began with a contract that did not reflect what was agreed, or a policy that was never issued. Employment terms, probation, working hours, leave, commission and bonus arrangements, confidentiality and intellectual property assignment are all cheaper to get right at hiring. Employment and labor law is a distinct area, and our employment and labour lawyers in Dubai page covers the employee side of the same questions.
Restructuring, redundancy and termination
Ending an employment relationship in the UAE is procedural. The notice, the grounds, the record keeping, the end of service calculation, the visa cancellation and the timing all have to line up, and a termination that is commercially reasonable can still be challenged if the process was wrong. We advise on the grounds, prepare the documentation, and negotiate terms that close the matter rather than postpone it.
Confidentiality, non-competition and departing staff
Employers regularly discover that the clause they relied on is unenforceable as drafted. UAE law recognises non-competition obligations within limits on duration, geography and type of work, and a clause that overreaches on any of those can fail entirely. Protecting client lists and pricing depends as much on confidentiality drafting and a clean exit process as on the restrictive covenant itself.
Claims, complaints and inspections
If a former employee files with MOHRE, a free zone authority or a labour court, the employer’s position is made or lost by the file: the signed contract, the payroll and leave records, the warnings and the termination letter. We represent employers through complaints, claims and settlement talks, and advise on what those records need to contain beforehand.
Trade marks and confidential information
Protecting the brand
A trading name on a licence is not a registered trade mark. If the brand matters, register it in the classes that cover what you sell, in the jurisdictions where you sell it. We advise on availability, filing and enforcement, and our trade mark and intellectual property lawyers in Dubai page covers the process.
Ownership of work product and know how
Software, designs, processes, databases and client lists are the assets most often lost to a bad contract. Ownership of anything created by a contractor, an agency or an employee should be dealt with expressly, because the default may not be what you assumed.
How we work with businesses
How an engagement starts
Tell us the commercial problem, not the legal label. We will confirm whether it is something we handle, what the options are, and what we need from you. What you should expect from a corporate law firm in Dubai is a scope in writing before substantive work begins, so you know what is included.
What to bring to the first meeting
For a corporate matter: the trade licence, the constitutional documents, the share register, and any shareholder agreement. For a contract matter: the contract and its amendments, the purchase orders and invoices, and the correspondence where the problem first appeared. For an employment matter: the employment contract, the payroll and leave records, and any warnings or notices. Copies are fine at this stage.
Fees and billing
We agree fees before we start and set out what the arrangement covers. Corporate advisory and drafting work is usually quoted per document or per matter. Litigation and recovery work is scoped in stages, so you decide at each stage whether to continue. Our legal fees and how our charges work page explains the structures we use.
Questions business clients ask
Do I need a corporate lawyer in Dubai to set up a company?
You do not need one to register a company, and a setup agent can complete the registration. What an agent will not do is tell you whether the structure suits your shareholder group, whether the licence covers what you intend to sell, or what your agreement with your partner should say. Those are the decisions that are hard to reverse once the entity exists.
What is the difference between a corporate lawyer and a commercial lawyer?
The terms overlap, and so do business lawyer in Dubai and company lawyer in Dubai. All four describe the same work. Corporate law is usually about entities: formation, shareholders, governance and transactions. Commercial law is about trading: contracts, supply, distribution and payment. Most matters touch both, which is why one team handles them.
Can a foreign investor own a company in Dubai?
Yes, and how it works depends on the route. Free zone entities have long permitted full foreign ownership. For mainland companies the position changed with amendments to the Commercial Companies Law and is now activity-dependent, so the answer for a trading licence may differ from a professional one. We check the treatment for your activity, because a general rule quoted from an old article is how businesses restructure twice.
Should my contract be governed by UAE law or another law?
If your counterparty and their assets are in the UAE, a UAE law contract with a UAE forum is usually easier to enforce, even where the foreign law looks more familiar. If the assets are abroad, the analysis changes. The question is not which law you prefer to read, but where you would go to collect.
How long does a commercial dispute take in Dubai?
It depends on the forum, the complexity, whether expert evidence is needed, and whether the other side appeals. Nobody can give a reliable date at the outset, and any lawyer who does is guessing. What we can give you is the stages and where the realistic settlement points sit.
Do you act for free zone companies as well as mainland companies?
Yes. We act for mainland entities, free zone entities, offshore holding companies and foreign companies doing business in the UAE, including groups running several at once. Where a matter falls under a free zone’s own regulations or a common law jurisdiction, we say so at the start.
Speak to a corporate lawyer in Dubai
If you are structuring a business, reviewing a contract you have been asked to sign, dealing with a shareholder who has stopped cooperating, or chasing a customer who will not pay, the first conversation is short. We will tell you whether you have a matter and what the options are.
Call or message us on +971 50 747 9570, or email help@lawyerindubai.ae with a short summary and any documents you have. You can also use the form on our contact page.
What this costs
The first ten minutes are free. After that a standard fee applies and you are told what it is, in writing, before any work starts. Court and government fees are set by the court and are separate from ours.
Tell us what happened
Ten minutes, no charge, and a straight answer about whether you need a lawyer for this.