The latest amendments to the Federal Commercial Companies Law significantly expand opportunities for companies, investors, and groups with complex structures.
🔺 Company migration / relocation (Redomiciliation)
One of the most commercially significant changes: companies may transfer their registration between different UAE authorities without losing legal personality:
• change the regulator or emirate;
• move between free zone and mainland (and vice versa);
— without liquidation and without loss of legal entity status, assets, or liabilities. This greatly simplifies strategic reorganizations.
The mechanism is already enshrined in the law, while detailed procedures are expected to be defined in implementing regulations in the near future.
🔺 Simplified company transformation
The procedure for changing a company’s legal form has been simplified.
For example, when transforming into a joint stock company, it is no longer required to:
• register a new legal entity;
• establish a founders’ committee.
🔺 Private placement for private joint stock companies
Private joint stock companies may now raise capital via private placement, subject to approval by the Securities & Commodities Authority (SCA).
The law does not set strict criteria (e.g., the number of investors) — these rules will be determined by separate SCA regulations.
Importantly, the one-year lock-up period does not apply to companies raising capital through private placement.
🔺 Multiple share classes — not only for JSCs, but also for LLCs
Public joint stock companies may continue to issue different classes of shares.
The key innovation is the ability to introduce different classes of interests in LLCs (e.g., Class A and Class B) with different rights relating to:
• voting;
• profit distribution;
• redemption;
• liquidation preferences.
This significantly increases the investment attractiveness of such structures for venture capital and private equity.
📌 Conclusion:
The UAE continues to build a legal framework of a mature jurisdiction for investment, M&A, and business scaling. Companies planning structural optimization or capital raising should already be reviewing their models in light of these new opportunities.