The last eighteen months brought the biggest changes to UAE company law in years. Most make the UAE easier for investors. A few create new obligations.
Commercial Companies Law: venture-style terms are now possible
Federal Decree-Law 20 of 2025 amended the Commercial Companies Law (Federal Decree-Law 32 of 2021) from October 2025. Key changes:
- Multiple share classes. Companies can issue shares with different voting, dividend, liquidation and redemption rights. That makes preference shares and investor protections much easier to put in place onshore. Detailed rules are to follow by Cabinet decision.
- Drag-along and tag-along rights can be written into the articles.
- Re-domiciliation between jurisdictions is recognised.
- Free zone companies are recognised as UAE companies, and activity outside their zone falls under the federal law.
Existing companies may need to update their articles to use the new options.
Why it matters for valuation. Different share classes have different values. Once a company issues preference shares, the value of an ordinary share is no longer simply the round price, which matters for ESOPs, 409A and IFRS 2 valuations, and shareholder buyouts.
Free zone companies can now trade on the Dubai mainland
Dubai Executive Council Resolution 11 of 2025 lets Dubai free zone companies work on the mainland under a permit or branch licence approved by the Department of Economy and Tourism. Mainland activity needs separate accounts, and mainland income does not get the 0% free zone tax rate.
A new anti-money-laundering law
Federal Decree-Law 10 of 2025 replaced the 2018 AML law from 14 October 2025, adding proliferation financing and much higher corporate fines. Beneficial owner registers under Cabinet Decision 109 of 2023 remain in force: keep yours current and file changes promptly.
A new Civil Transactions Law from 1 June 2026
Federal Decree-Law 25 of 2025 replaced the 1985 civil code from 1 June 2026. It generally applies to contracts made after that date. Review your template contracts, especially limitation, liability and defect clauses.
Bankruptcy and family businesses
Federal Decree-Law 51 of 2023 introduced a dedicated bankruptcy court and preventive settlement from May 2024, along with wider director liability. Federal Decree-Law 37 of 2022 lets family businesses register and adopt a family charter, a useful tool for succession planning.
How iConsult can help
We help owners restructure share capital, value different share classes and keep corporate records in order. See corporate services and valuation services, or book a free consultation.
This article is general information, not legal or tax advice. It reflects the rules as we understand them on the date shown; laws and guidance change, so check the current position or talk to us before you act.