UAE Trends and Developments Contributed by: Ildar Yuvakaev, Ruslan Akhmetov, Svetlana Koronova and Sofia Simonova, Consigliere Group
tutional documents and, where required, in the Com - mercial Register. Drag - along and tag - along rights Drag-along and tag-along rights should also be con - sidered in private company documents. Drag-along helps avoid a situation where one minority sharehold - er blocks the sale of the whole business. Tag-along protects minority shareholders if the majority sells its stake. These mechanisms are especially useful where shares may later pass to several heirs or family Dubai’s One Freezone Passport is also worth noting. It allows a company licensed in one Dubai free zone to expand into other participating Dubai free zones with - out a separate full licence or new incorporation. This is not re-domiciliation: the company keeps its origi - nal licence but gains an easy way to operate across Dubai’s free-zone ecosystem. For family-owned and investment groups, this makes the initial free-zone choice less rigid and reduces duplication when the business grows. The position of free - zone companies branches with different interests. Dubai ’ s One Freezone Passport The amendments also clarify the position of free-zone companies. A free-zone company is expressly recog - nised as a legal person, and where it operates out - side the free zone through a branch or representative office, that branch or office falls within the Commercial Companies Law framework. Governance planning Governance planning should also cover financial dis - tress. UAE bankruptcy rules now include preventative settlement, restructuring and bankruptcy procedures, with creditor thresholds of AED1 million generally and AED10 million for regulated entities. Company docu - ments should therefore address pledges, creditor pressure, management replacement, funding obliga - tions and valuation mechanics. Wills and Inheritance UAE succession planning should be split between mainland assets and free-zone assets. The question is not only whether a will is valid – the real question is which document a bank, land department, court
or company registrar will accept when the estate is administered. For mainland assets, the process usually involves UAE civil law, personal status rules, local courts and the authority where the asset is registered. This is particu - larly relevant for real estate, bank accounts and shares in mainland companies. A foreign will may help, but translations, legalisation, recognition steps, proof of heirship or a local court order may still be required before the asset can be transferred. Free-zone assets require a separate review. DIFC wills remain useful for non-Muslim clients because they provide a registered will and probate route through the DIFC courts. However, the probate order still has to be implemented against the asset in question. If the asset is held with a mainland bank, land department or commercial register, additional local steps may be needed. The same applies in reverse: a mainland or foreign succession document may not automatical - ly be enough for shares in a free-zone company or assets held through a DIFC or ADGM structure. Cross-border inheritance can be difficult where UAE assets are not clearly reflected in the foreign estate. This is common with off-plan property, free-zone com - pany shares or contractual rights against a developer. In such cases, foreign inheritance documents may not be enough, and the heirs may need additional UAE court or registry steps before the asset can be trans - ferred. Intestacy is also not a simple fallback. Even for non- Muslims, the absence of a clear will may delay the process, as heirs must prove their status, the relevant assets and their authority to act. A clear UAE estate plan usually makes administration faster and more predictable. For Muslim clients, mandatory inheritance rules remain central. A will can be useful, but it usually needs to be combined with lifetime transfers, company docu - ments, liquidity planning and governance arrange - ments. Federal Decree-Law No 20 of 2025 is also relevant where the estate includes company shares. The amendments allow constitutional documents to regulate succession on death, including priority pur -
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