- SPC is the cheapest option at AED 1,500–2,500 with a 3–5 working day turnaround
- IFZA processes transfers in 3–7 working days for AED 1,500–3,000 — the most popular choice for straightforward deals
- DMCC and DIFC are the most expensive at AED 5,000–15,000 and take 10–20 working days; regulated sectors also need VARA or DFSA sign-off
- UAE has 0% capital gains tax — profit from selling your free zone company shares is not taxed
- Bank re-KYC is triggered automatically when any shareholder’s stake changes by more than 25% — budget an extra 2–4 weeks
- Gift transfers to family members at AED 1 nominal value are legally permitted in all UAE free zones
Updated August 2026. Whether you are selling your stake, bringing in a new investor, removing a co-founder, or restructuring ownership through a holding company, a share transfer is one of the most common corporate actions for UAE free zone companies — and one of the most misunderstood. This guide walks through every step: when a transfer is needed, what documents to prepare, what each major free zone charges, how valuation works, and what happens with corporate tax and your business bank account.
When Do You Need a Share Transfer?
A formal share transfer filing with your free zone authority is required in any of these situations:
| Situation | What Changes |
|---|---|
| Selling part or all of your company | Outgoing shareholder transfers shares to buyer; updated trade license issued |
| Adding an investor or co-founder | New shares issued or existing shares split; incoming party added to the MoA |
| Removing a shareholder | Departing shareholder transfers their stake to remaining shareholders or a third party |
| Setting up a holding company | Individual transfers shares to a newly formed holding entity; beneficial ownership unchanged but legal owner changes |
| Gifting shares to a family member | Transfer at any agreed value (even AED 1); free zone updates MoA and issues a new share certificate |
The UAE Free Zone Share Transfer Process
Each free zone runs its own portal and fee schedule, but the sequence below applies across SHAMS, IFZA, DMCC, SPC, and DIFC. Regulated activities — financial services, crypto, healthcare — require an additional regulator sign-off before the free zone will process the transfer.
- Sign the Share Transfer Agreement (STA). Both the transferring shareholder and the incoming shareholder execute a written agreement specifying the number of shares, the agreed price, and the effective transfer date.
- Pass a Board or Shareholders Resolution. Where the company has more than one shareholder, a resolution approving the transfer must be signed by the required majority and minuted.
- Submit to the Free Zone Authority. File the application form and supporting documents through the free zone’s online portal or service centre. Most zones give you a checklist of accepted formats.
- Free Zone Amends the Trade License. The authority removes the outgoing shareholder and adds the incoming shareholder. An updated trade license showing the new ownership structure is issued.
- Updated Memorandum of Association (MoA). The free zone prepares a revised MoA reflecting the new share structure and attaches it to the company file. A preparation fee applies.
- New Share Certificate Issued. The incoming shareholder receives an official certificate confirming their ownership percentage.
- Notify the Corporate Bank. The bank must be informed of any ownership change. If a shareholder’s stake changes by more than 25%, a full KYC re-verification is required before normal banking resumes.
Required Documents
| Document | Who Provides It | Notes |
|---|---|---|
| Signed Share Transfer Agreement | Both parties | Must state price, number of shares, and transfer date |
| Board / Shareholders Resolution | Company directors or shareholders | Required for companies with more than one shareholder |
| Updated MoA | Prepared by the free zone | Fee applies; free zone issues the final version |
| Passport copy of incoming shareholder | New shareholder | Certified copy may be required depending on the zone |
| No Objection Certificate (NOC) | Outgoing shareholder | Required by some free zones when a shareholder is fully exiting |
| New shareholder KYC / Source of Funds | Incoming shareholder | Free zone may request bank statements or a source-of-funds declaration for larger transfers |
Share Transfer Costs and Timelines by Free Zone (2026)
The figures below cover each free zone authority’s official transfer charges. MoA amendment fees (typically AED 500–2,000), typing centre costs, and any third-party legal fees are additional.
| Free Zone | Transfer Fee (AED) | Processing Time | Key Notes |
|---|---|---|---|
| SPC | 1,500 – 2,500 | 3–5 working days | Cheapest and fastest option; straightforward portal-based process |
| IFZA | 1,500 – 3,000 | 3–7 working days | Most popular choice; fully online; fast turnaround for standard transfers |
| SHAMS | 2,000 – 5,000 | 5–10 working days | Straightforward; online portal available; mid-range pricing |
| DMCC | 5,000 – 10,000 | 5–15 working days | More complex process; regulated activities require VARA or DFSA approval before transfer can proceed |
| DIFC | 5,000 – 15,000 | 10–20 working days | Most complex; English company law applies; financial firms require DFSA involvement; most expensive overall |
Share Transfer Valuation: Do You Need One?
UAE free zones do not mandate a formal valuation for most share transfers. The parties are free to agree any price — including AED 1 for a nominal gift transfer to a family member. Key points to understand:
- No mandatory valuation for standard commercial or non-regulated activities
- Regulated sectors (financial services, insurance, healthcare) may require the relevant regulator to review and approve the transfer before the free zone processes it
- UAE has no capital gains tax, so there is no tax pressure on the agreed price — the parties can set it freely
- Bank re-KYC is triggered when any shareholder’s stake changes by more than 25% — the bank will request source-of-funds documentation from the incoming shareholder regardless of the transfer price
- Cross-border tax: if the selling shareholder is tax-resident in a country that levies capital gains tax (for example, the UK or India), they should seek advice from a local tax adviser in that jurisdiction
Corporate Tax and Share Transfers
The UAE introduced a federal Corporate Tax at 9% from June 2023, but this does not create a capital gains tax on share disposals:
| Scenario | UAE Tax Treatment |
|---|---|
| Selling shares in a UAE free zone company | 0% — no capital gains tax applies |
| Gift transfer at AED 1 nominal value | 0% — no UAE tax implication for either party |
| Transfer where company holds UAE real property directly | Potential withholding implications — seek professional advice before proceeding |
| Seller is also tax-resident in another country | UAE: 0%. Home country may tax the gain — check with a local adviser |
Note: UAE Corporate Tax at 9% applies to business trading profits, not to gains realised from selling company shares. The 9% rate does not change the treatment of share disposals.
Mainland (DED) Share Transfers: How They Differ
If your company is registered with the Dubai Department of Economy and Tourism (DED) or another emirate’s mainland authority, rather than a free zone, the process carries additional requirements:
| Item | Free Zone | Mainland (DED) |
|---|---|---|
| MoA amendment | Free zone authority prepares and stamps internally | Must be notarised before a UAE Notary Public |
| Notary fees | Not required | AED 2,000–5,000 |
| Authority fees | See free zone table above | AED 3,000–8,000 (DED fees) |
| Total typical timeline | 3–20 working days (zone dependent) | 2–4 weeks |
Mainland companies also often have local sponsorship or partner arrangements that must be addressed separately before or alongside the share transfer — add additional time and legal cost if this applies.
Frequently Asked Questions
How much does a share transfer cost in a UAE free zone?
The cheapest options are SPC (AED 1,500–2,500) and IFZA (AED 1,500–3,000). SHAMS sits in the middle at AED 2,000–5,000. DMCC and DIFC are the most expensive at AED 5,000–15,000 due to their more complex regulatory frameworks. These figures cover the free zone authority’s transfer fee only. You will also pay separately for the updated MoA (typically AED 500–2,000 depending on the zone) and any typing-centre or legal fees. If bank re-KYC is triggered, that process is handled by your bank and does not carry a free zone charge, though your bank may apply its own administrative fee.
Will my bank ask for new KYC when we do a share transfer?
Almost certainly, yes — if the change in any single shareholder’s stake is 25% or more. UAE banks are obligated under AML regulations to re-verify beneficial ownership whenever it changes materially. Expect the bank to request passport copies, proof of address, a source-of-funds declaration, and a business profile update for the incoming shareholder. In some cases the bank will temporarily freeze outgoing transactions until re-KYC is complete. Notify your relationship manager as early as possible — ideally before the free zone transfer is filed — and budget 2–4 additional weeks for the banking side of the process.
Can I transfer shares to my spouse or child for free (gift transfer)?
Yes. UAE free zones permit gift transfers at any agreed value, including a nominal AED 1. There is no UAE tax consequence for either party. The process is identical to a commercial transfer: you still need a signed Share Transfer Agreement (stating the nominal value), a board resolution if the company has more than one shareholder, and the free zone will still update the MoA and issue a new trade license listing the family member. The key practical point is that your bank will still run full re-KYC on the incoming family member if their new stake exceeds 25%, regardless of the AED 1 transfer price.
Is there capital gains tax when I sell my UAE free zone company shares?
No. The UAE does not levy capital gains tax on the sale of company shares. If you founded a free zone company, invested AED 100,000 over three years, and sell your shares for AED 1,000,000, the AED 900,000 gain has zero UAE tax attached to it. The 9% Corporate Tax introduced in 2023 applies to trading profits earned by businesses, not to gains from selling company shares. One exception: if your company holds UAE real property directly on its balance sheet (rather than through a separate property-holding entity), there may be withholding tax implications — take professional advice in that specific scenario. If you are also a tax resident in another country, confirm with a local adviser whether your home jurisdiction taxes the gain.
How long does the full share transfer process take from start to finish?
At SPC or IFZA, the free zone portion typically completes in 3–7 working days once all documents are submitted correctly. Before you can submit, allow 1–2 weeks to draft the Share Transfer Agreement, pass and sign a board resolution, and collect passport copies and any KYC documents. After the free zone completes the transfer, budget a further 2–4 weeks for bank re-KYC if ownership is changing materially. A clean IFZA transfer with no bank complications can therefore complete in around 3–4 weeks end to end. DMCC and DIFC transfers in regulated sectors routinely take 6–10 weeks once regulatory approval timelines are included.