Buying a business in Dubai that is already trading can save you months. The licence, office, staff, customers and bank account are already in place, and you start earning from day one. But when you buy a company, you also buy its history: unpaid fines, staff gratuity, tax filings and contracts all come with it unless you check them first.
This guide explains how to buy an existing Business Setup Dubai step by step: the two ways to structure the deal, what to check before you pay, how the share transfer works on the mainland and in a free zone, and what changes for visas, VAT and corporate tax afterwards.
Can You Buy a Business in Dubai as a Foreigner?
Yes. Foreigners can buy a business in the UAE and own 100% of most mainland companies, and free zone companies have always allowed full foreign ownership. A small number of activities with strategic impact still have ownership conditions, so check the activity on the licence before you agree a price.
You do not need to live in the UAE to buy a company. Many buyers sign the documents through a power of attorney and apply for an investor visa once the shares are in their name. For more on ownership rules, see our guide to 100% foreign ownership in Dubai.
Share Deal or Asset Deal: Choose This First
Every purchase is one of two types, and the choice decides what you inherit, how long it takes and what tax applies.
| Share deal | Asset deal | |
|---|---|---|
| What you buy | The company itself (its shares) | Selected assets: equipment, stock, brand, contracts |
| Trade licence | Stays with the company | You need your own licence |
| Liabilities | Come with the company | Usually stay with the seller |
| Staff and visas | Stay in place, with their accrued gratuity | New contracts and new visas |
| Contracts and lease | Continue, subject to change-of-control clauses | Each one must be transferred or signed again |
| VAT | A sale of shares is not a supply of goods or services | Can be 5% unless it qualifies as a transfer of a going concern |
| Speed | Usually faster | Slower, because of the new licence and transfers |
Most people who buy a running business in Dubai want its licence, staff and customers, so they choose a share deal. An asset deal makes sense when you only want part of the business, or when the company's history worries you.
Sole Establishments Work Differently
A sole establishment has no shares, so there is nothing to transfer in a share deal. The ownership change is handled either as a sale of the establishment, where DET asks for a contract of sale, or by cancelling the seller's licence and issuing a new one in your name. If the business you like is a sole establishment, ask early which route applies, because it changes the timeline and what happens to the staff. Our guide on the difference between an LLC and a sole establishment explains the two legal forms.
Due Diligence: What to Check Before You Pay
Due diligence is where most of the value of a deal is protected or lost. Before signing anything, check:
- Licence and ownership: the licence is active, the activities match what the business really does, and the seller is the registered owner.
- Accounts: at least two years of financial statements, bank statements and the VAT returns behind the revenue figures.
- Tax position: VAT and corporate tax registration, filed returns, and any penalties on EmaraTax. You can confirm the TRN yourself.
- Staff: the number of employees, salaries, contracts, unpaid wages and the end-of-service gratuity built up so far.
- Lease: the Ejari, rent arrears, the remaining term and whether the landlord must approve a change of owner.
- Contracts: key customer and supplier contracts, and any change-of-control clause that lets the other side end the contract.
- Debts and disputes: loans, guarantees, court cases, unpaid fines from DET, the municipality or immigration.
- Approvals: any permit from another authority that the activity depends on, and whether it survives a change of owner.
Ask for written answers, not just conversations. Whatever the seller says should appear as a warranty in the sale agreement.
Share Transfer Agreement vs Share Purchase Agreement
These two documents are often confused. The share purchase agreement (SPA) is the commercial contract between you and the seller. It sets the price, payment terms, warranties, indemnities and what happens if something hidden comes to light later.
The share transfer agreement in the UAE is the short document that actually moves the shares, usually signed in front of a notary or the free zone. Many registries only want the transfer document, so the protection you need must be in the share purchase agreement. In Dubai, it is common to keep part of the price in escrow or pay it in stages until the transfer is registered.
How to Buy a Company in Dubai Mainland: Share Transfer Steps
This is how you transfer company ownership in Dubai on the mainland. For an LLC, the share transfer in Dubai is recorded by notary and then reflected on the licence by DET:
- Agree terms and sign the SPA after due diligence.
- Get approvals from any authority that regulates the activity, if a change of owner needs its consent.
- Sign the share transfer and amended MOA before a notary, with the outgoing and incoming partners present or represented by power of attorney.
- Apply to DET to amend the licence with the new partners and shares.
- Update the rest: the UBO register, bank signatories, establishment card, and partner visas.
Changing owners is a trade license modification, so the same DET process and fees apply as for any partner change. If you are only adding yourself as a partner rather than buying the whole company, see our guide on adding a shareholder to a UAE company.
Buying a Free Zone Company
In a free zone, the free zone authority acts as the registry and handles the share transfer itself. The usual steps are a shareholder resolution, the transfer form or agreement in the free zone's format, KYC documents for the new owner, and payment of the free zone's transfer fee. Most free zones do not need a court notary, so the process is often quicker than on the mainland.
Check the free zone's own rules before you agree a price. Some require the company to be up to date on its licence, lease and audits before they accept a transfer, and fees differ from zone to zone.
What Happens to Visas, VAT and Corporate Tax
Visas
In a share deal, employee visas stay with the company because the employer has not changed. The seller's partner visa is cancelled, and you apply for your own investor or partner visa once you are on the licence. The company's visa quota stays with the company.
VAT
In a share deal, the company keeps its VAT registration and TRN. In an asset deal, the transfer can be outside VAT if it is a transfer of a going concern: the whole business, or an independent part of it, passes to a VAT-registered buyer who carries on the same business. If not, 5% VAT may apply to the assets. Our VAT registration team can check your position before you sign.
Corporate tax
The company keeps its corporate tax registration and its filing history after a share deal, including any open returns. If more than half of the ownership changes, past tax losses can generally only be used if the company continues the same or a similar business. Get this checked if the price assumes those losses have value.
UBO register
A new owner means a new ultimate beneficial owner. The company must update its UBO records with the registrar. See our guide to the UBO declaration for who files and how.
Where to Find an Existing Business for Sale in Dubai
People who want to buy a ready business in Dubai usually find one through online listings, business brokers, their own network, or by approaching a company they already know. Listings are a starting point, not proof. A business for sale can look profitable in an advert and very different in its bank statements, so treat every listing as a claim to verify.
If you want to buy a small business in Dubai, such as a café, salon or cleaning company, the lease and the landlord's approval are often the deal breakers. Check them before you spend money on anything else.
Common Mistakes When Buying a Business in the UAE
- Paying the full price before the transfer is registered with DET or the free zone
- Relying on profit figures without matching them to bank statements and VAT returns
- Ignoring end-of-service gratuity, which can be a large hidden liability in older companies
- Not checking whether the lease or key contracts can end on a change of owner
- Buying a company whose licensed activities do not match what it actually does
- Forgetting to update the UBO register, bank mandate and visas after the transfer
Share Deal or New Company: Which Is Better?
Sometimes setting up a fresh company is cheaper and safer than buying one, especially when what you really want is the customers, the brand or the equipment rather than the company. A new licence comes with no history. Buying makes more sense when the value sits in things that are hard to rebuild: a licence that needs special approvals, a prime location, a trained team or long-term contracts.
If you decide to start fresh, compare mainland company setup and free zone company setup to see which route fits.
Planning to Buy a Business in Dubai?
Takween Advisory helps buyers with the parts that happen after the price is agreed: the licence amendment with DET or the free zone, partner and investor visas, the UBO update, bank signatories and tax registrations. Talk to us before you sign, and we will tell you which documents and approvals your deal needs.
Takween Advisory is a business setup firm based at Emirates Towers, Dubai, with more than 10 years of experience and 500+ businesses set up. This guide is general information, not legal or tax advice. For a specific deal, get advice from a lawyer and a tax adviser as well.