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Ownership Change Request Letter

Ownership Change Request Letter Template for United Arab Emirates

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Key Requirements PROMPT example:

Ownership Change Request Letter

I need an Ownership Change Request Letter for my Dubai-based technology company, where we're transferring 40% ownership from a retiring partner to two new foreign investors by March 2025, ensuring compliance with UAE foreign ownership regulations.

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Document background
The Ownership Change Request Letter is a crucial document in the UAE business environment, required whenever there is a proposed change in company ownership structure. This formal communication is mandated by UAE commercial regulations and must be submitted to relevant authorities such as the Department of Economic Development or Free Zone authorities. The letter serves as the primary document initiating the ownership transfer process, containing detailed information about current and proposed shareholders, the nature of the ownership change, and reasons for the transfer. It must comply with UAE Federal Law No. 32 of 2021 (Commercial Companies Law) and various other regulations depending on the company's jurisdiction (mainland or free zone), sector, and ownership structure. The document typically requires supporting documentation such as shareholder identification, board resolutions, and draft amendments to the company's constitutive documents.
Suggested Sections

1. Letter Header: Company letterhead, date, reference number, and formal addressing to the relevant authority

2. Subject Line: Clear indication that this is an Ownership Change Request for [Company Name]

3. Current Ownership Details: Statement of current ownership structure, including all shareholders and their respective shareholding percentages

4. Proposed Changes: Detailed description of the requested ownership changes, including new shareholding structure

5. Reason for Change: Brief explanation of the motivation or business reason for the ownership change

6. Compliance Statement: Declaration of compliance with relevant UAE laws and regulations

7. Contact Information: Details of the primary contact person for follow-up communications

8. Closing and Signatures: Formal closing, name and signature of authorized signatory

Optional Sections

1. Corporate History Summary: Brief overview of company's history and previous ownership changes, useful for complex cases or long-established companies

2. Financial Statement Reference: Reference to company's financial standing, included when required by specific authorities or for significant ownership changes

3. Foreign Investment Declaration: Required when ownership change involves foreign investors or changes in foreign ownership percentages

4. Economic Substance Declaration: Required for companies conducting relevant activities under UAE Economic Substance Regulations

Suggested Schedules

1. Current Trade License: Copy of valid trade license

2. Shareholder Identification: Copies of Emirates IDs/passports of current and proposed shareholders

3. Board Resolution: Resolution approving the proposed ownership change

4. Share Transfer Agreement: If applicable, draft or executed agreement between selling and buying shareholders

5. Amendment to Memorandum of Association: Draft amendment reflecting the proposed ownership changes

6. Corporate Documents: Certificate of Incorporation, existing MOA/AOA, and other relevant corporate documents

7. Power of Attorney: If the letter is signed by someone other than the owner/manager

8. Additional Supporting Documents: Any other documents required by specific authorities or free zones

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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alex.den.21@genieai.co
Relevant legal definitions
Company
Current Shareholders
Proposed Shareholders
Existing Ownership Structure
Proposed Ownership Structure
Transfer Date
Relevant Authority
Commercial License
Trade Name
Share Capital
Memorandum of Association
Articles of Association
Board Resolution
Regulatory Approval
Economic Substance Regulations
Foreign Ownership
Local Ownership
Commercial Register
Transfer Agreement
Effective Date
Authorized Signatory
Commercial Companies Law
Department of Economic Development
Ministry of Economy
Supporting Documents
Relevant Industries

Manufacturing

Retail

Professional Services

Technology

Real Estate

Healthcare

Financial Services

Construction

Hospitality

Trading

Media

Education

Transportation

Energy

Telecommunications

Relevant Teams

Legal

Compliance

Corporate Governance

Administration

Corporate Affairs

Finance

Operations

Risk Management

Company Secretariat

Executive Management

Board of Directors

Relevant Roles

Chief Executive Officer

Managing Director

Legal Counsel

Company Secretary

Compliance Officer

Corporate Governance Manager

Business Development Manager

Operations Director

Administrative Manager

Shareholder Relations Manager

Corporate Affairs Manager

Risk Management Officer

Board Secretary

General Manager

Finance Director

Industries
UAE Federal Law No. 32 of 2021 (Commercial Companies Law): The primary legislation governing companies in the UAE, including provisions for ownership transfers, shareholding changes, and corporate documentation requirements
UAE Federal Law No. 18 of 1993 (Commercial Transactions Law): Regulates commercial transactions and business activities, including requirements for formal business communications and legal notices
UAE Economic Substance Regulations: Regulations that may affect ownership changes, particularly for companies conducting relevant activities under these regulations
UAE Federal Law No. 4 of 2012 (Competition Law): May be relevant if the ownership change involves market concentration or competition aspects
Ministry of Economy Resolution No. 3 of 2021: Regarding the Implementation of Economic Substance Regulations, which may affect ownership transfer procedures
UAE Federal Law No. 2 of 2015 (Commercial Companies Law - Anti-Fronting): Provisions against nominal ownership arrangements, crucial for ensuring legitimate ownership transfers
Department of Economic Development Regulations: Local regulations specific to the relevant emirate governing business ownership changes and licensing requirements
UAE Federal Law No. 19 of 2018 (Foreign Direct Investment Law): Relevant if the ownership change involves foreign investors or changes in foreign ownership percentages
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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