Transaction Advisory

M&A: how we support a transaction

We support buyers, sellers and investors through the parts of a transaction a corporate services provider and valuer can carry: preparing the target or the buyer, valuation, coordinating advisers, running the corporate steps and completing the post-closing filings. Legal opinions, transaction documents and regulatory filings that require an admitted lawyer are handled by licensed counsel we bring in and manage. The core of our work is the UAE and cross-border transactions with a UAE element.

Merger control changed completely, and the timetable with it

Federal Decree-Law No. 36 of 2023 has applied since 29 December 2023, replacing the 2012 law and abolishing the sector-wide exemptions that previously covered telecoms, oil and gas and transport. Thresholds were set by Cabinet Decision No. 3 of 2025, effective 31 March 2025, and the executive regulations — Cabinet Decision No. 59 of 2026 — came into force on 30 July 2026.

Mainland, DIFC or ADGM

Mainland companies are governed by Federal Decree-Law No. 32 of 2021. On a sale of an LLC interest, the other members have a 30-day pre-emption right, and beyond the English-language SPA you will need a short Arabic transfer deed and an amendment to the memorandum, both executed before a notary.

DIFC has operated under its own Companies Law No. 5 of 2018 since 2018; ADGM under Companies Regulations 2020, modelled on the UK Companies Act 2006. Registry steps in either zone typically take one to three days and need no notarisation. One detail worth knowing: in November 2024 DIFC changed how its law is sourced — the direct reference to the law of England and Wales was replaced by DIFC law, with the common law of England and other common-law jurisdictions available as a secondary source. ADGM, by contrast, applies English common law directly under the Application of English Law Regulations 2015.

Regulated targets and listed companies

For entities supervised by the DFSA in DIFC, control thresholds are 10%, 30% and 50%; foreign investors notify, UAE investors need prior approval before closing. For FSRA-supervised entities in ADGM the thresholds are 10%, 20%, 30% and 50%, and prior approval is required of every investor with a standstill obligation.

For listed companies, note that the Securities and Commodities Authority no longer exists: from 1 January 2026 its functions passed to the Capital Market Authority under Federal Decree-Law No. 32 of 2025. Prior SCA instruments remain in force until replaced, so the 2017 Takeover Code still applies — a mandatory offer at 30% plus one share, and squeeze-out at 90% plus one.

Tax on the transaction

Share gains fall within the corporate tax base but are exempt under the participation exemption in Article 23 of Federal Decree-Law No. 47 of 2022: at least 5% (or an acquisition cost of at least AED 4 million under Ministerial Decision No. 302 of 2024), a 12-month holding period, taxation of the participation at 9% or more, and an asset test. Intra-group transfers use Article 26 qualifying group relief at 75% common ownership, or Article 27 business restructuring relief — both with a two-year clawback. A transfer of a business as a going concern is outside VAT under Article 7(2) of the VAT law where the conditions are met.

International corporate structuring

A structure has to answer four questions at once: where tax arises, who appears in which register, how assets pass to the next generation, and what happens when partners fall out. We design them to survive review three years on, when the tax authority, the bank and the counterparty all start asking — not to look elegant on the day of incorporation.

Substance: the regulations ended, the requirement did not

Cabinet Decision No. 98 of 2024 removed the obligation to file economic substance notifications and reports for financial years ending after 31 December 2022. Obligations for earlier periods and liability for penalties already imposed survive. The requirement itself moved into the corporate tax regime, where Cabinet Decision No. 100 of 2023 now conditions free-zone status on adequate substance: core income-generating activity in the zone, adequate assets, adequate full-time qualified staff and adequate operating expenditure.

Tax residence and the certificate

Cabinet Decision No. 85 of 2022 has applied since 1 March 2023. A UAE-incorporated company, including in a free zone, is UAE tax resident; a foreign company can be, where its place of effective management is here. For individuals, any one of three tests suffices: usual residence and centre of financial and personal interests in the UAE; 183 days in any consecutive 12 months; or 90 days for a national, residence-visa holder or GCC citizen with a home, employment or business here. Ministerial Decision No. 27 of 2023 confirms that all days and parts of days count and that rented accommodation qualifies.

Minimum tax and transfer pricing

Cabinet Decision No. 142 of 2024 introduced a 15% domestic minimum top-up tax for groups with consolidated revenue of at least EUR 750 million in two of the four preceding years, from financial years beginning on or after 1 January 2025. The UAE did not adopt the income inclusion or undertaxed profits rules. Below that threshold, none of it applies. Transfer pricing documentation under Articles 34 to 36 is required at AED 3.15 billion of group revenue or AED 200 million of the taxpayer’s own, producible within 30 days; the related-party disclosure form accompanies the return where such transactions exceed AED 40 million.

Beneficial ownership

Cabinet Decision No. 109 of 2023 has applied since 16 November 2023 at a 25% threshold, with registers of shareholders, beneficial owners and nominee directors, first disclosure within 60 days, changes within 15 and responses to the registrar within 14. Repeated breaches can suspend the licence. DIFC and ADGM run their own regimes. For EU-resident clients, note that public access to beneficial ownership registers in the Union was struck down by the Court of Justice in November 2022 and has not been restored — access under Directive (EU) 2024/1640 runs on a legitimate-interest basis, with the AML package applying from 10 July 2027.

Foundations and trusts

A foundation is a legal person without shareholders: it holds assets in its own name and is run by a council under a charter and by-laws. For clients from civil-law systems it is often more intuitive than a trust, and it is the workhorse of succession planning in this region.

DIFC Trust Law No. 4 of 2018 adds a trust with no mandatory public registration, no rule against perpetuities, wide reserved powers for the settlor, and firewall provisions: DIFC law does not recognise foreign heirship claims, and foreign judgments inconsistent with DIFC law are not enforceable there. The window to challenge a transfer into trust is three years.

Compliance and client onboarding

We assess sanctions exposure on transactions and structures, build compliance programmes and deal with regulators in the UAE, MENA, Europe and Asia.

How we approach it

Sanctions regimes change frequently, and regulators, banks and counterparties apply them differently. We do not publish summaries of individual regimes on this page, because any such summary is out of date within weeks and invites reliance we cannot support.

What we do instead is assess a specific transaction, counterparty or structure against the rules in force at the time, screen the ownership chain, document the analysis so it can be shown to a bank or a regulator, and say plainly where a transaction cannot be carried out. We do not design structures intended to circumvent restrictions, and we decline instructions of that kind.

Anti-money laundering

Federal Decree-Law No. 10 of 2025 was published on 30 September 2025 and took effect on 14 October 2025, replacing the 2018 law. Knowledge of illicit origin may now be inferred from objective circumstances; fines on legal persons run from AED 5 million to AED 100 million or the value of the criminal property if greater; a court may order liquidation; managers face personal criminal liability; and allowing a third party to use your account is a distinct offence. The financial intelligence unit may suspend transactions for 10 working days and freeze assets for 30 days, extendable.

The UAE was on the FATF list of jurisdictions under increased monitoring from 4 March 2022 until 23 February 2024, and was removed from the EU high-risk third-country list for AML purposes on 9 July 2025.

Frequently asked questions