Download Transfer Shares

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
Version 1.1
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.
Transfer of Shares
Issue Date: 21/07/2016
2
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.
Transfer of Shares
Issue Date: 21/07/2016
3
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
 Applicable if one of the existing shareholders
of the DMCC Company is a corporate
shareholder.
 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.
Transfer of Shares
Issue Date: 21/07/2016
4
Original
Copy
Documents
Board Resolution for selling
of shares or Board
Resolution for confirming
the selling of shares
between the DMCC
company
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.
Transfer of Shares
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.
Certificate of Incumbency
 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 EShare Certificate if applicable.
 Lost documents require separate fees,
process and publication.
Issue Date: 21/07/2016
5
Power of Attorney (POA)
 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
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.
Transfer of Shares
Issue Date: 21/07/2016
6
2. Transfer to a New Individual Shareholder
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]. 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 4: Finalise the application by clicking [Finalise Shareholders].
Step 5: Upload required documents and proceed with the payment then click Submit.
Step 6: Receive a notification by email and SMS on the provided contact details regarding the
successful submission of the request.
Step 7: Receive a notification if the application requires for Re-upload of Documents or
Additional requirement. If no additional requirement is required, proceed to Step 8.
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.
Step 10: Receive a notification confirming the completion of request and E-documents available
for download.
NOTE: Should you face any issue with any of the steps, please contact Customer Care at
[email protected] for assistance.
Transfer of Shares
Issue Date: 21/07/2016
7
Requirements
Step 5: Upload required documents and proceed with the payment then click Submit.
Uploaded
Doc
ume
Board Resolution
nts for selling
of shares or Board
Resolution for confirming
the selling of shares
between the DMCC company
Remarks
 Applicable if one of the existing shareholders of
the DMCC Company is a corporate shareholder.
Please disregard this requirement if not.
 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 SR for download
which you may amend as per your requirement.
 To be printed on the DMCC Company Letterhead
and stamped.
Certificate of Incumbency
 Applicable if one of the existing shareholders of
the DMCC Company is a corporate shareholder.
 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
Specimen Signature
Transfer of Shares

 If applicable.
 Template is available on the SR for download.
 Filled-out and signed.
 Applicable for the new proposed Individual
Shareholder.
Issue Date: 21/07/2016
8
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.
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.
Transfer of Shares
Issue Date: 21/07/2016
9
Original
Copy
Documents
Board Resolution for
selling of shares or
Board Resolution for
confirming the selling
of shares between the
DMCC company
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.
Transfer of Shares
Share Transfer Form
 To be signed in DMCC by all the shareholders,
incumbent and new proposed Individual Shareholder,
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.
Certificate of
Incumbency
 To submit original, notarised and legalised for
international companies. Attested by the concerned
authority if UAE licensed company.
Memorandum 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 required separate fees, process and
publication.
Issue Date: 21/07/2016
10
Power of Attorney (POA)
 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.
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.
Transfer of Shares
Issue Date: 21/07/2016
11
3. Transfer to a New Corporate Shareholder
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]. 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 4: Finalise the application by clicking [Finalise Shareholders].
Step 5: Upload required documents and proceed with the payment then click Submit.
Step 6: Receive a notification by email and SMS on the provided contact details regarding the
successful submission of the request.
Step 7: Receive a notification if the application requires for Re-upload of Documents or
Additional requirement. If no additional requirement is required, proceed to Step 8.
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.
Step 10: Receive a notification confirming the completion of request and E-documents available
for download.
NOTE: Should you face any issue with any if the step, please contact Customer Care at
[email protected] for assistance.
Transfer of Shares
Issue Date: 21/07/2016
12
Requirements
Step 5: Upload 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
(Current Corporate Shareholder)
 Applicable if one of the existing
shareholders of the DMCC Company is a
corporate shareholder. Please disregard
this requirement if not.
 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 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)
 Applicable if one of the existing
shareholders of the DMCC Company is a
corporate shareholder.
 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.
Transfer of Shares
Issue Date: 21/07/2016
13
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.
 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.
Certificate of Incumbency
(New Proposed Corporate
Shareholder)
 Issued recently (Not more than 1 year).
 Notarised and legalised.
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.
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.
Transfer of Shares
Issue Date: 21/07/2016
14
Original
Copy
Documents
Board Resolution for
selling of shares or
Board Resolution for
confirming the selling
of shares between the
DMCC company
(Current Corporate
Shareholder)
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.
Transfer of Shares
Share Transfer Form
 To be signed in DMCC by all the shareholders,
incumbent and new proposed Individual Shareholder,
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.
Certificate of
Incumbency
(Current Corporate
Shareholder)
 To submit original, notarised and legalised for
international companies. Attested by the concerned
authority if UAE licensed company.
 Please disregard if existing shareholder is not a
company.
Memorandum 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 required separate fees, process and
publication.
Issue Date: 21/07/2016
15
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.
 For parent companies that are registered and
licensed in other UAE Free Zones, this has to be
attested by the corresponding Free Zone Authority.
Transfer of Shares
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.
 Please bring a copy as DMCC will only take a copy
after verification from original.
Memorandum of
Association/Articles of
Association
(New Proposed
Corporate
Shareholder)
 To submit original and notarised 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.
Ultimate Beneficial
Ownership
(New Proposed
Corporate
Shareholder)
 To submit original and notarised 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.
Issue Date: 21/07/2016
16
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.
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.
Transfer of Shares
Issue Date: 21/07/2016
17