Corporate Lawyers in Dubai for Companies and Business Owners
Advice for companies on the mainland and in the free zones, from set-up and shareholding to restructuring and the disputes that follow when a business relationship breaks down.
In short: a corporate lawyer in Dubai structures your company, drafts the documents that govern it, and protects you when shareholders, partners or counterparties fall out. Companies on the Dubai mainland are governed by Federal Decree-Law No. 32 of 2021 on Commercial Companies. Since 2021, most mainland activities allow 100% foreign ownership, so a local shareholder is no longer required for most businesses.
Most corporate disputes we litigate were decided years earlier, in a memorandum of association or shareholder agreement that nobody read closely. Getting those documents right at the start costs far less than a court case later.
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Mainland or Free Zone: Choosing the Right Structure
| Factor | Dubai mainland company | Free zone company |
|---|---|---|
| Ownership | 100% foreign ownership for most activities; some strategic activities are restricted | 100% foreign ownership |
| Where you can do business | Anywhere in the UAE market | Mainly within the free zone and abroad; mainland business usually needs a distributor or extra permit |
| Governing rules | Commercial Companies Law; licence from Dubai's Department of Economy and Tourism | The free zone's own regulations (for example DMCC or JAFZA); DIFC applies its own common-law courts |
| Disputes | Dubai Courts, or arbitration if agreed | Dubai Courts, DIFC Courts or arbitration, depending on the zone and the contract |
Corporate Services We Provide
Company formation and structuring
Choosing the legal form (LLC, branch, free zone entity or holding structure), drafting the memorandum of association, and setting up governance so decision-making and profit rights are clear.
Shareholder and partnership agreements
Rules on transferring shares, deadlock, exit, pre-emption rights, drag-along and tag-along, and what happens if a partner dies or leaves. These terms decide who controls the company when things go wrong.
Mergers, acquisitions and due diligence
Legal due diligence on the target, share or asset purchase agreements, warranties and indemnities, and completion steps with the licensing authority.
Compliance
Ultimate beneficial owner (UBO) registers, board and general assembly minutes, and the legal side of UAE corporate tax registration. Corporate tax applies at 9% on taxable income above AED 375,000 for most businesses.
Restructuring, liquidation and disputes
Share transfers, capital changes, voluntary liquidation, and shareholder disputes before the courts or in arbitration. See our litigation lawyers and arbitration lawyers.
Common Mistakes Business Owners Make
- Relying on a standard memorandum of association with no exit or deadlock clauses.
- Keeping a nominee or side arrangement that is not reflected in the official documents.
- Signing contracts in English only when the counterparty relies on an Arabic version.
- Not recording board decisions, which later makes it hard to prove authority.
How HT Lawyers Works With Businesses
We act for founders, family businesses, SMEs and foreign companies entering the UAE, either on a single transaction or as ongoing counsel. Contract work is handled with our contract drafting lawyers, brand protection with our intellectual property lawyers, and employee issues with our labour lawyers.
Corporate Matters We Handle
Company set-up, shareholder agreements and disputes for mainland and free zone businesses.
- Company Formation And Licensing
- Shareholder Disputes
- Memorandum And Articles Drafting
- Commercial Agency Matters
- Mergers And Acquisitions
- Corporate Restructuring
- Joint Venture Agreements
- Corporate Governance Advice
- Liquidation And Winding Up
Related Legal Services
If your matter involves another area of law, start with the page below.
- Contract Drafting LawyersDrafting and reviewing contracts that hold up under UAE law.
- Civil LawyersContract, debt, compensation and commercial claims before the civil courts.
- Banking & Finance LawyersBank disputes, loan defaults, fraud allegations and debt recovery.
- Intellectual Property LawyersTrademark registration, copyright and infringement action.
- Labour LawyersUnpaid wages, end-of-service gratuity and unfair dismissal.
- Legal AdvisorOngoing legal advice for individuals and businesses.
Frequently Asked Questions
General guidance on this area of law. Advice on your own case requires your documents.
Can A Foreigner Own 100% Of A Company In Dubai?
Yes, for most activities. Since the 2021 amendments to the Commercial Companies Law, full foreign ownership is allowed on the mainland, except for a list of activities with strategic impact. Free zone companies have always allowed 100% foreign ownership.
Do I Need A Lawyer To Set Up A Company In Dubai?
Not by law, but a lawyer drafts the memorandum of association and shareholder terms so that control, profit and exit rights are protected. These documents decide the outcome of any later dispute.
What Is The Difference Between A Mainland And A Free Zone Company?
A mainland company can do business anywhere in the UAE market. A free zone company operates mainly inside its zone and abroad, and follows the zone's own rules.
How Are Shareholder Disputes Resolved In Dubai?
Through the Dubai Courts, the DIFC Courts for DIFC entities, or arbitration if the shareholder agreement provides for it. A clear dispute clause avoids a fight over which forum applies.
Does Corporate Tax Apply To My Dubai Company?
Most UAE businesses must register for corporate tax. The standard rate is 9% on taxable income above AED 375,000. Qualifying free zone persons may benefit from a 0% rate on qualifying income.
Get Corporate Legal Advice Before You Sign
Send the draft agreement, the corporate documents or the notice you have received, and an advocate will set out the exposure and the options.
- OfficeSixth Floor, Suite 614
Emaar Business Park Building 4
Sheikh Zayed Road, Dubai, UAE - Telephone+971 54 454 3909 (On Call 24/7)
- WhatsApp+971 54 454 3909
- Emailinfo@htlawyers.ae
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- HoursOffice Hours 08:00 To 16:00