Transferring company shares in Dubai or across the UAE can be a complex process, especially for business owners or investors residing abroad. Whether you are restructuring a business, onboarding new investors, or exiting a partnership, a Power of Attorney for Share Transfer allows you to delegate authority legally and securely.
At Notary Services Dubai, we specialize in drafting, notarizing, and attesting POAs tailored to business needs. This article is your comprehensive guide — explaining everything from what a share transfer POA is, why it is required in Dubai, how to obtain one, and the risks to avoid.
I. Introduction
In Dubai’s fast-growing corporate landscape, shareholding structures change frequently. Investors may need to sell, assign, or transfer shares in mainland companies, free zone entities, or offshore structures.
However, practical challenges arise:
- What if you are abroad and cannot appear in person?
- What if multiple shareholders or investors are involved?
- What if urgent deadlines require swift execution?
The solution: Power of Attorney for Share Transfer.
This legally binding document empowers a trusted agent (lawyer, partner, or representative) to act on your behalf, ensuring that your share transfer is executed efficiently, without compromising compliance with UAE regulations.
By the end of this article, you will know:
- What a POA for share transfer covers
- The legal framework in Dubai and the UAE
- Required documents and step-by-step process
- Costs, timelines, and risks
- How to ensure your POA is accepted by authorities
- Why working with Notary Services Dubai ensures peace of mind
II. What Is a Power of Attorney for Share Transfer?
Definition & Role
A Power of Attorney for Share Transfer is a legal instrument by which a shareholder (the “principal”) authorizes another person (the “agent” or “attorney”) to transfer, assign, or sell their company shares on their behalf.
It is crucial to note:
- A POA does not itself transfer ownership of shares.
- It authorizes the agent to carry out all formalities with regulators, registrars, and notaries to complete the transaction.
- The scope may be broad (covering all transactions) or narrow (only one transaction).
Scope of Powers
Depending on your instructions, a POA can authorize the agent to:
- Negotiate and sign share purchase agreements
- Attend shareholder or board meetings
- Execute amendments to the company’s Memorandum of Association (MOA)
- File applications with free zones (e.g., DMCC, DIFC, JAFZA, ADGM) or mainland authorities
- Liaise with banks, auditors, and regulators
- Collect proceeds or issue receipts if specifically authorized
Why It Is Needed
- Absentee shareholders: Many UAE company owners reside overseas.
- Time constraints: Urgent business deals may not allow in-person attendance.
- Corporate restructuring: Simplifies mergers, acquisitions, or share buy-backs.
- Practicality: Appointing a local representative avoids repeated travel and delays.
III. Required Documents
From the Principal
- Passport copy
- Emirates ID (if resident)
- Company trade license
- Memorandum & Articles of Association (MOA/AOA)
- Proof of shareholding (share certificate, register extract)
- Board resolution (for corporate shareholders)
From the Agent
- Passport copy
- Emirates ID (if resident)
- Contact details and address
Additional Requirements
- Free zone application forms (if applicable)
- Beneficial ownership declarations
- Sponsor consent (if shares linked to visa)
IV. Step-by-Step Process in Dubai
- Consultation & Drafting
Define scope: which shares, which powers, validity period.
At Notary Services Dubai, we prepare customized bilingual drafts. - Document Collection
Gather IDs, company documents, and supporting approvals. - Execution
- Sign before Dubai notary (if present).
- Or sign abroad and complete embassy + MOFA attestation.
- Sign before Dubai notary (if present).
- Translation & Legalization
Ensure certified legal translation into Arabic. - Submission
File POA and share transfer application with:
- Free zone registrar (DMCC, DIFC, JAFZA, etc.)
- DED (for mainland companies)
- Free zone registrar (DMCC, DIFC, JAFZA, etc.)
- Approval & Registration
Authority updates share register, issues new MOA/share certificates. - Completion
Confirmation of transfer, issuance of amended trade license if required.
V. Costs, Timeline & Risks
Costs
- Drafting fee: (varies by scope)
- Notary fees: Depend per signature
- MOFA attestation (foreign POAs): Depend on document
- Translation: Depend on document
- Service fees (if engaging Notary Services Dubai for end-to-end handling)
Timeline
- UAE-issued POA: 1–2 business days
- Foreign-issued POA: 1–2 weeks (due to embassy & MOFA steps)
- Share transfer registration: 3–10 business days depending on authority
Risks to Avoid
- Improper wording (POA rejected by registrar)
- Expired POA (delays transfer)
- Fraud or misuse (appoint only trusted agents)
- Non-recognition (foreign POA without MOFA attestation)
- Authority mismatch (free zones often have unique requirements)
VI. Sample POA Clauses (Illustrative)
- “The Attorney is authorized to transfer, assign, and dispose of shares registered in the Principal’s name…”
- “The Attorney may sign and submit applications, resolutions, and agreements to relevant authorities…”
- “The Attorney is authorized to amend the Memorandum of Association to reflect the share transfer…”
⚠️ Note: Always draft POAs case-specific. A poorly worded POA may be rejected or expose you to legal risks.
VII. Frequently Asked Questions
1. Can I issue a POA outside the UAE?
Yes, but it must be notarized locally, attested at the UAE Embassy, and legalized at MOFA in Dubai.
2. Can one POA cover multiple share transfers?
Yes, if drafted broadly. A limited POA covers only one transaction.
3. Does the POA allow my agent to access bank accounts?
Only if explicitly stated. A share transfer POA usually does not.
4. Is Arabic translation mandatory?
Yes, all POAs must be in Arabic or bilingual for UAE authorities.
5. Can a company issue a POA?
Yes, through a board resolution and corporate seal.
VIII. Why Choose Notary Services Dubai?
At Notary Services Dubai, we:
- Draft legally sound, bilingual POAs for share transfers
- Handle notarization, attestation, and legalization end-to-end
- Liaise directly with free zones and DED to complete transfers
- Protect you from costly mistakes, fraud, or delays
Benefits of Our Service
- Convenience: Online consultation and drafting
- Accuracy: Ensuring compliance with UAE law
- Speed: Fast turnaround for urgent cases
- Expertise: Decades of experience in POA and corporate law
Call to Action:
👉 Contact Notary Services Dubai today for a consultation on your share transfer POA.
IX. Conclusion of Power of Attorney for Share Transfer
A Power of Attorney for Share Transfer is not just a convenience — it is often a necessity in Dubai’s dynamic corporate environment. With the right POA, you can complete share transfers smoothly, avoid legal pitfalls, and protect your interests.
Partnering with Notary Services Dubai ensures that your POA is professionally drafted, notarized, and legally recognized, giving you complete peace of mind.
