UAE Company Law Shake-Up: What the 2025 Amendments Mean for Your Corporate Structure and Shareholder Protections

On 14 October 2025, a series of important amendments to the UAE Commercial Companies Law were published in the Official Gazette and came into force the following day. These changes mark one of the most significant updates to the UAE corporate landscape in recent years, strengthening shareholder protections, enabling corporate mobility, and formalising governance procedures.

This note highlights the three reforms (out of 16) most relevant to corporate stakeholders and JV participants.

 

1. Drag along and tag along rights move from contract to law

Historically, key shareholder protections such as drag along and tag along rights, were enforceable only through shareholders’ agreements or other internal contractual arrangements. This contractual-only status often created uncertainty, particularly in joint ventures where exit mechanics are critical.

The new amendments change this dynamic. The law now expressly permits these rights to be embedded in the constitutional documents of LLCs and private JSCs.

For JV partners and investors, this shift provides:

• Statutory recognition of widely accepted market standards.
• Greater certainty and enforceability of exit provisions.
• The ability to align constitutional documents with commercial intent from the outset.

This is a significant advancement for dealmakers seeking statutory backing to exit and co-sale rights.

(Article 14 – 4.a)

 

2. UAE introduces migration / redomiciliation for the first time

In a landmark development, the UAE has introduced a statutory framework that recognises the migration (redomiciliation) of companies.

Companies may now transfer their commercial registration between jurisdictions in the UAE while preserving their legal personality.

This creates a new layer of corporate flexibility businesses seeking continuity when relocating in the UAE.

The framework will be further defined by Cabinet-issued rules in coordination with the relevant authorities.

(Article 15 bis)

 

3. Enhanced corporate governance and management continuity

The amendments also bring welcome clarity to manager and board procedures for mainland companies.

Key changes include:

• Clear notice requirements for manager and director resignations.
• Defined procedures for updating management details with authorities.
• The ability for existing management or the board to continue in an interim capacity for up to six months after term expiry while appointments are being finalised.

These measures reinforce corporate continuity and reduce procedural risk, substantiating overall corporate governance standards and formalities in the UAE.

(Article 85)

 

Conclusion

Collectively, these amendments modernise the UAE corporate framework - enhancing investor confidence, expanding structural possibilities, and aligning governance with global best practice.

For further analysis or assistance in assessing how these developments may impact your business or existing structures, please contact Therese Abou Zeid – Partner, Corporate.