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Transfer of Shares Issue Date: 21/07/2016 Version 1.1

Application Guideline

Company Amendment Services – Share Transfer

Table of Contents

Application Guideline ............................................................................................ 1

Introduction ........................................................................................................ 2

Service to select on Portal ...................................................................................... 2

Important Notes ................................................................................................... 2

........................................................................................................................ 3

Types of Transfers ................................................................................................ 3

1. Transfer between Existing Shareholders ............................................................ 3

Steps .............................................................................................................. 3

Requirements ................................................................................................... 4

Output ............................................................................................................ 6

Note ............................................................................................................... 6

2. Transfer to a New Individual Shareholder .......................................................... 7

Steps .............................................................................................................. 7

Requirements ................................................................................................... 8

Output .......................................................................................................... 11

Note ............................................................................................................. 11

3. Transfer to a New Corporate Shareholder ........................................................ 12

Steps ............................................................................................................ 12

Requirements ................................................................................................. 13

Output .......................................................................................................... 17

Note ............................................................................................................. 17

Further Information ............................................................................................ 17

Transfer of Shares Issue Date: 21/07/2016 2

Introduction

According to the implementing DMCC Rules and Regulations and Memorandum and Articles of Association, a DMCC company may request to transfer registered shares.

Service to select on Portal Once you log on to the portal, click on the Company Services tab on the left hand side, then click

on Company Amendment Services, then select ‘Transfer shares’ from the Share Capital dropdown

menu.

Important Notes

Share capital must remain at minimum level as stipulated by the DMCC Rules and

Regulations. Minimum share capital per shareholder is AED 10,000 and minimum share

capital for a DMCC company in total is AED 50,000.

Shareholder may transfer part or all of the total shares held.

DMCC reserves the right to request additional documents at any stage of the process if

deemed required.

Registered shares may be transferred by a written instrument (Share Transfer Form) signed

by the transferor, transferee and all other shareholders who will not amend their shares.

Thus, all parties has to agree if there are transfer process done within their company.

Pre-approval is required for all new proposed individual shareholders. This part of the

application has no specific time frame.

Submission of requirements or signing of documents will not be authorised until the

application is on COLLECT/SUBMIT Step.

Additional requirements such as 3 months bank statement, Emirates ID and license copies of

companies owned by the new proposed shareholder or Undertaking Letter if there is none,

may be required during pre-approval stage.


Types of Transfers

Transfer between existing shareholders

Transfer to a new individual shareholder

Transfer to a new company shareholder

1. Transfer between Existing Shareholders

Steps

Step 1: Complete the application form to apply for Transfer of Shares on DMCC portal.

Step 2: Choose the required amendments [Amend Share Capital]. Manage the shares between the existing shareholders through [Add/Manage Shares].

Step 3: Finalise the application by clicking [Finalise Shareholders].

Step 4: Upload the required documents and proceed with the payment then click Submit.

Step 5: Receive a notification by email and SMS on the provided contact details regarding the successful submission of the request.

Step 6: Receive a notification if the application requires for Re-upload of Documents or Additional requirement. If no additional requirement is required, proceed to Step 7.

Step 7: Receive a notification confirming to visit the DMCC counter to submit original documents. All shareholders must visit DMCC for signing the Share Transfer Form and Memorandum and Articles of Association (MOA) amendment. Otherwise, the Share Transfer Form of the shareholder that cannot visit DMCC has to be notarised and legalised. The content of the Share Transfer Form has to be identical to the corresponding copy that will be signed by the available shareholders in DMCC.

Step 8: Receive a notification confirming the completion of request and E-documents available for download.


Requirements

Step 4: Upload the required documents and proceed with the payment then click Submit.

Uploaded Documents Remarks

Board Resolution for selling of shares or Board Resolution for confirming the selling of shares between the DMCC company

Applicable if one of the existing shareholders of the DMCC Company is a corporate shareholder.

To confirm the selling of the shares from Shareholder A to Shareholder B for the DMCC Company.

To confirm the appointed representative and signatory to continue the share transfer process and signing of the resolution, documents, MOA amendments, etc.

To be signed by the authorised signatory of the parent company as per the submitted Certificate of Incumbency.

Share Transfer Form

Template is available on the service request for download which you may amend as per your requirement.

To be printed on the DMCC Company Letterhead and stamped.

Certificate of Incumbency


Issued recently (Not more than 1 year).

Notarised and legalised.

Power of Attorney (POA)

If applicable.

Passport copy of the Power of Attorney (POA) holder

If applicable.

Step 7: Receive a notification confirming to visit the DMCC counter to submit original documents. All shareholders has to visit DMCC for signing the Share Transfer Form and MOA amendment. Otherwise, the Share Transfer Form of the shareholder that cannot visit DMCC has to be notarised and legalised. The content of the Share Transfer Form has to be identical to the corresponding copy that will be signed by the available shareholders in DMCC.


Original Copy Documents Remarks


To submit original that is signed by the authorised signatory of the parent company, notarised and legalised. OR May be signed in DMCC by the authorised signatory of the parent company. This option is applicable to International companies only.

For parent companies that are registered and licensed in other UAE Free Zones, this has to be attested by the corresponding Free Zone Authority.

Please disregard if existing shareholder is not a company.

Share Transfer Form

To be signed in DMCC by all the shareholders or their authorised representatives.

If this will be signed by a shareholder outside DMCC, this has to be notarised and legalised. The content of the Share Transfer Form should be uniform from the ones that will be signed inside and outside DMCC.


To submit original, notarised and legalised for international companies. Attested by the concerned authority if UAE licensed company (disregard if existing shareholder is not a company).

Memorandum and Articles of Association

To submit all original MOA issued to the company.

Lost documents required separate fees, process and publication.

Share Certificate

To submit all original Share Certificate issued to the company. Bring copies of E-Share Certificate if applicable.

Lost documents require separate fees, process and publication.


Output

E-Share Certificate

Amended Memorandum and Articles of Association MOA (Original)

Note

The amended Memorandum and Articles of Association (MOA) will be issued in original form as per the number of shareholders. It can be collected at DMCC by the authorised representative of the company or to an individual who holds an authorisation letter.

E-Share Certificate can be downloaded from the service request.


To submit original POA, notarised and legalised or duly attested by Dubai Courts.


To submit original passport copy of the POA holder for verification


2. Transfer to a New Individual Shareholder

Steps


Step 2: Choose the required amendments [Amend Share Capital]. Click [Add New Individual Shareholder] to enter the details of the new proposed Individual Shareholder. Enter the Passport No. and Nationality on the required fields then click [Enter Details]. If the new proposed individual Shareholder has an existing record in DMCC, his information will automatically populate the fields and you will be required to fill-out only the missing data. If not, all mandatory fields marked in red should be filled-out. Click Save.

Step 3: Manage the shares between the existing shareholders and the new proposed Individual Shareholder through [Add/Manage Shares].


Step 5: Upload required documents and proceed with the payment then click Submit.



Step 8: Receive a notification confirming to visit the DMCC counter to submit original documents. All shareholders, current and new proposed Individual Shareholder has to visit DMCC for signing the Share Transfer Form, Specimen Signature, passport verification from original and MOA amendment. Otherwise, the Share Transfer Form of the shareholder that cannot visit DMCC has to be notarised and legalised. The content of the Share Transfer Form has to be identical to the corresponding copy that will be signed by the available shareholders in DMCC.

Step 9: Receive a notification to visit DMCC for signing of MOA amendments. If the signing was not done during Step 8 by the new and retaining shareholders, they will be notified to visit DMCC to sign or the documents has to be notarised. The amendments may also be signed by their authorised representatives. If already signed, proceed to Step 10.


NOTE: Should you face any issue with any of the steps, please contact Customer Care at [email protected] for assistance.

mailto:[email protected]


Requirements


Uploaded Documents

Remarks


Applicable if one of the existing shareholders of the DMCC Company is a corporate shareholder. Please disregard this requirement if not.




Share Transfer Form

Template is available on the SR for download which you may amend as per your requirement.

To be printed on the DMCC Company Letterhead and stamped.



Issued recently (Not more than 1 year)



If applicable.


If applicable.

Specimen Signature

Template is available on the SR for download.

Filled-out and signed.

Applicable for the new proposed Individual Shareholder.


Step 8: Receive a notification confirming to visit the DMCC counter to submit original documents. All shareholders, current and new proposed individual Shareholder has to visit DMCC for signing the Share Transfer Form, Specimen Signature, passport verification from original and MOA amendment. Otherwise, the Share Transfer Form of the shareholder that cannot visit DMCC has to be notarised and legalised. The content of the Share Transfer Form has to be identical to the corresponding copy that will be signed by the available shareholders in DMCC.

Passport Copy and Visa Page

Should be valid for at least 6 months.

Upload valid UAE residence visa page if any or latest cancelled UAE resident visa page.

Applicable for the new proposed Individual Shareholder.

KYC Form

Filled-out comprehensively including Business Experience part and signed.

Proof of Address

Any proof of billing, tenancy contract, etc. under the name of the new appointed officer.

OR a proof of billing under the name of a relative/friend/landlord + an NOC confirming that the new officer lives on the address on the bill + passport copy of the bill holder with signature page.

Dated recently (Not more than 6 months).

NOC from Sponsor

If UAE residence visa holder.

Not applicable if on visit/tourist visa only.

Should be recently dated (Not more than 6 months).

Not applicable if sponsor is the DMCC company where he will be appointed.

Not applicable for the following visa designations: Managing Director, Partner, Investor and CEO.

If on family visa; NOC from Sponsor + passport copy to verify his signature.







Share Transfer Form

To be signed in DMCC by all the shareholders, incumbent and new proposed Individual Shareholder, or their authorised representatives.



To submit original, notarised and legalised for international companies. Attested by the concerned authority if UAE licensed company.

Memorandum of Association



Share Certificate




Output

E-Share Certificate


Note




To submit original POA, notarised and legalised or duly attested by Dubai Courts.

Passport copy of the Power of Attorney (POA) Holder

To submit original passport copy of the POA holder for verification.

Specimen Signature

To submit original which will be signed in DMCC by the new proposed Individual Shareholder in presence of a DMCC representative or notarised.

Passport Copy and Visa Page

To submit original passport of the new proposed Individual Shareholder for verification by a DMCC representative or notarised.

If the passport has no signature page, to be notarised and legalised.

KYC Form

To submit original or copy of the filled-up and signed KYC Form.

Proof of Address

To submit original or copy of the recent proof of address.

NOC from Sponsor

To submit original or copy of the NOC from sponsor.


3. Transfer to a New Corporate Shareholder

Steps


Step 2: Choose the required amendments [Amend Share Capital]. Click [Add New Company Shareholder] to enter the details of the new proposed Corporate Shareholder. Enter the Domicile, Registration No. and Issuing Authority on the required fields then click [Enter Details]. If the new proposed Corporate Shareholder has an existing record in DMCC, their information will automatically populate the fields and you will be required to fill-out only the missing data. If not, all mandatory fields marked in red should be filled-out. Click Save.

Step 3: Manage the shares between the existing shareholders and the new proposed Corporate Shareholder through [Add/Manage Shares].





Step 8: Receive a notification confirming to visit the DMCC counter to submit original documents. All shareholders, current and authorised representative of the new proposed Corporate Shareholder has to visit DMCC for signing the Share Transfer Form and MOA amendment. Otherwise, the Share Transfer Form of the shareholder that cannot visit DMCC has to be notarised and legalised. The content of the Share Transfer Form has to be identical to the corresponding copy that will be signed by the available shareholders in DMCC.

Step 9: Receive a notification to visit DMCC for signing of MOA amendments. If the signing was not done during Step 8 by the new and retaining shareholders, they will be notified to visit DMCC to sign or the documents has to be notarised. The amendments may also be signed by their authorised representatives. If already signed, proceed to Step 10.


NOTE: Should you face any issue with any if the step, please contact Customer Care at [email protected] for assistance.



Requirements


Uploaded Documents Remarks

Board Resolution for selling of shares or Board Resolution for confirming the selling of shares between the DMCC company (Current Corporate Shareholder)

Applicable if one of the existing shareholders of the DMCC Company is a corporate shareholder. Please disregard this requirement if not.




Share Transfer Form

Template is available on the SR for download which you may amend as per your requirement

To be printed on the DMCC Company Letterhead and stamped

Certificate of Incumbency (Current Corporate Shareholder)


Issued recently (Not more than 1 year)



If applicable.

Passport copy of the Power of Attorney (POA) Holder

If applicable.


Step 8: Receive a notification confirming to visit the DMCC counter to submit original documents. All shareholders, current and authorised representative of the new proposed Corporate Shareholder has to visit DMCC for signing the Share Transfer Form and MOA amendment. Otherwise, the Share Transfer Form of the shareholder that cannot visit DMCC has to be notarised and legalised. The content of the Share Transfer Form has to be identical to the corresponding copy that will be signed by the available shareholders in DMCC.

Board Resolution for Acquisition of Shares (New Proposed Corporate Shareholder)

To confirm the acquisition of the shares from Shareholder A to Shareholder B for the DMCC Company.



Certificate of Incumbency (New Proposed Corporate Shareholder)

Issued recently (Not more than 1 year).


Certificate of Registration (New Proposed Corporate Shareholder)

A legal document issued by the Authority where the New Proposed Corporate Shareholder is registered. This confirm the registration details of the company i.e. date, company name, reg. no, etc.

Notarised.

Memorandum of Association/Articles of Association (New Proposed Corporate Shareholder)

A legal document issued by the Authority where the New Proposed Corporate Shareholder is registered. This confirm the constitution and by-laws of the company.

Notarised.

Ultimate Beneficial Ownership (New Proposed Corporate Shareholder)

A legal document which confirms who are the shareholders of the company. This is issued by the Authority where the company is registered, or by the Registered Agent, Company Directors, Company Secretary, Chartered Auditing Firm or Law Firm. This may also be in a form of Annual Tax Return, Biz File, Registry Extract, Share Certificate etc.

Issued Recently (Not more than 1 year).

Notarised.



Board Resolution for selling of shares or Board Resolution for confirming the selling of shares between the DMCC company (Current Corporate Shareholder)




Share Transfer Form

To be signed in DMCC by all the shareholders, incumbent and new proposed Individual Shareholder, or their authorised representatives.


Certificate of Incumbency (Current Corporate Shareholder)

To submit original, notarised and legalised for international companies. Attested by the concerned authority if UAE licensed company.


Memorandum of Association



Share Certificate




Board Resolution for acquisition of shares (New Proposed Corporate Shareholder)

To submit original that is signed by the authorised signatory of the new proposed Corporate Shareholder, notarised and legalised. OR May be signed in DMCC by the authorised signatory of the proposed Corporate Shareholder. This option is applicable to International companies only.


Certificate of Incumbency (New Proposed Corporate Shareholder)

To submit original, notarised and legalised for international companies. Attested by the concerned authority if UAE-licensed company.

Please bring a copy as DMCC will only take a copy after verification from original.

Certificate of Registration or License if UAE-licensed company (New Proposed Corporate Shareholder)

To submit original and notarised for international companies. Attested by the concerned authority if UAE licensed company.


Memorandum of Association/Articles of Association (New Proposed Corporate Shareholder)



Ultimate Beneficial Ownership (New Proposed Corporate Shareholder)




Output

E-Share Certificate


Note



Further Information

Visit our website at www.dmcc.ae or email [email protected].

Contact us at 800 DMCC (800 3622) or +971 4 424 9600.

http://www.dmcc.ae/
