Corporate & Commercial Law Services in UAE

Every business decision has a legal layer: the jurisdiction you incorporate in, the shareholders’ agreement you sign (or skip), the contract terms you accept to close a deal, the partner you take on. Companies that involve counsel at decision time spend a fraction of what companies spend fixing the same issues in litigation.

KH Legal’s corporate team has advised businesses in the UAE for more than 18 years — from single-founder setups to cross-border groups — under the Commercial Companies Law (Federal Decree-Law No. 32 of 2021), free zone regimes and the DIFC/ADGM frameworks.

Company Formation and Structuring

Mainland, free zone or offshore — the honest answer. The right vehicle depends on who your customers are, your activities, tax posture and exit plans. Since foreign ownership reform opened most mainland activities to 100% foreign ownership, the old default answers are outdated; we structure around your actual business, not around habit.

• Mainland LLC and branch establishment
• Free zone incorporation (DAFZA, DMCC, JAFZA, DIFC, ADGM and others) with visa and substance planning
• Offshore holding structures for asset protection and succession
• Corporate tax positioning — including Qualifying Free Zone Person analysis under the UAE corporate tax regime

Shareholder and Partnership Matters

The most expensive disputes we litigate are the ones a two-page agreement would have prevented:

• Shareholders’ agreements — governance, reserved matters, deadlock resolution, exit mechanics, drag/tag rights
• Joint ventures — structuring and documenting the venture so contributions and control are unambiguous
• Shareholder disputes — minority oppression, director misconduct, deadlock, buyout valuations; negotiated where possible, litigated where necessary
• Nominee and silent-partner arrangements — regularizing legacy structures before they become disputes

Commercial Contracts

Drafting, review and negotiation of the agreements your business runs on: supply and distribution, agency (including the strategically important Commercial Agencies Law registration question), franchising, licensing, service agreements, terms and conditions. Contracts drafted for enforceability in UAE courts and arbitration — not templates imported from other jurisdictions that fail here.

Mergers, Acquisitions and Restructuring

Due diligence, transaction documents, regulatory approvals, completion mechanics and post-completion integration for share and asset deals in the UAE — plus company restructuring, capital changes and orderly liquidation when a venture has run its course.

Regulatory and Compliance

UBO registers, economic substance, AML obligations for designated businesses, data protection, and sector approvals. Compliance is cheaper as a routine than as a crisis response after a fine.

Frequently Asked Questions

Can foreigners own 100% of a UAE mainland company?

For most commercial and industrial activities, yes — the 51/49 rule was abolished for the majority of activities. Some strategic sectors still carry restrictions. The right answer is activity-specific; we confirm it before you commit to a structure.

Do I really need a shareholders’ agreement with a partner I trust?

Yes — precisely because you trust each other now. The agreement is written for the moment trust runs out: death, divorce, disagreement or a buyout offer. It is the highest-return document in company law.

What law governs my free zone company?

Free zone regulations govern the company itself; general UAE commercial and civil law applies to most of its dealings — and financial free zones (DIFC, ADGM) run their own common-law systems and courts. Which regime your disputes land in should be a choice, not an accident.

How long does company formation take?

Free zone setups commonly complete within days once documents are in order; mainland setups typically take longer due to approvals and notarization. Attested corporate documents for foreign shareholders are usually the critical path.

Can you act as our outside general counsel?

Yes — several UAE businesses retain us on monthly arrangements covering contracts, employment, compliance and disputes. For most SMEs this costs less than a single mid-size dispute.