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What are the procedures of removing a Partner and selling his/her shares to existing Partner in LLC Company?

LIMITED LIABILITY COMPANY (LLC) AMENDMENT

SCENARIO:
One of the partners of existing LLC wants to withdraw from the company and to sell his/her shares to the existing partner.

STEPS TO FOLLOW

DESCRIPTION

FEES IN AED

Initial approval from Economic Department (DED) or Tas'heel Centre at Al Tawar Centre Qusais. Type (BR1) form, get signature of all (withdrawing and continuing) partners and submit at DED. Form can be filled from Typing Centre
Attachments: LLC Agreement (MoA), Copy of Trade License, Partners List, Commercial Register and Passport copies of partners.
DED officer will issue Transaction form mentioning Partner withdrawal.

No Fees

Type Addendum to LLC Agreement (Share Sale Agreement) from a legal translator and get attested from Notary Public at Al Tawar Centre or Al Barsha or DED at Business Village near Clock Tower. Legal translator's seal is not required if the agreement is only in Arabic.

300 (Approx)

Attestation fee at the court (Notary Public)

400 (Approx)

All Partners or Attorney have to attend at Notary to sign the Court Agreement. If any existing Partner is outside, he/she can send Power of Attorney authorizing other Partner to represent him/her at the Court. This Power of Attorney should be attested by UAE Embassy in home country and Ministry of Foreign Affairs in UAE. It should be translated into Arabic (legal) and attested from Ministry of Justice if it is made in other language.

 

Submit the attested Addendum (one original copy), BR1 form, License copy, Partners list, DED Transaction form and  Passport copies of partners, at any branch of DED. Payment voucher will be issued same time or you can take print from DED website. Make payment at the counter and get the license. You can also pay using Credit Card/Direct Debit through DED website after issued the payment voucher. You will get new License that will not show withdrew partner's name.
If this is the time for License Renewal, you should attach Tenancy Contract and EJARI Registration Certificate. Renewal fees will show in the Payment Voucher.

 
Approximate fees for withdrawing Partner from LLC at DED

1610

 

Break-up cost of withdrawing Partner from LLC License at DED

Description

Fees in Dhs

License Modification Fees 50.00
Partner Withdrawal Fees 500.00
Government Cultural Fees 10.00
Administrative Services Fees 50.00
Ministry of Economy & Commerce Fees 1000.00
Total Fees (approximately)

1610.00

Online Appointment: You have to take online appointment to submit initial approval application at Economic Department (DED).
Create a new user account through MYID Website. You should have Emirates ID and Card Reader to complete the registration. After submitting required information, you will get a username and password. If you have difficulty in creating User Account, you can go to Tas'heel Centre (for DED Services) at Al Tawar Centre, Qusais. Fees: Dh50. Self service kiosks available at DED Business Village Branch, near Clock Tower, DEWA office, Burj Nahar, Deira, Emirates ID Office at Karama Head Post Office.
After creating the account, enter DED site and make appointment. Submit the documents at the selected DED branch.

Cancel Removed Partner's Visa: Removed Partner can cancel his/her visa now. Click here for details

If you want to change Authorized Signatory in Dubai Chamber, you can do it after the new License issued. Dubai Chamber branch is there at the same DED building. Collect Registration Form from there, Fill the information, Put authorized signature and company stamp and submit at Dubai Chamber counter. Payment already made at DED along with the License Amendment fees.
Documents required: Filled form,  Copy of Trade License, Partners List, Commercial Register (3 pages of trade license), LLC Agreement, Passport copy of Authorized Signatory and DED Payment Receipt of Trade License.
NOTE:
Chamber Certificate is required for Export & Import purpose, for Registration with various Government Departments and to expand business to other Emirates and abroad.

DESCRIPTION

FEES IN AED

Immigration Establishment Card
If you want to change
 Authorized Signatory in Immigration Establishment Card, you can do it after the new License issued. Application can be prepared from Typing Centre. Put Company Seal and Signature of Authorized Signatories and  Submit at Immigration Office. Card will be issued within five minutes.
Attachments: Typed Application, New Trade License Copy, Partners List, LLC Agreement and new Addendum, Passport copies of authorized signatories.
If this is the time for Immigration Card Renewal, you should attach office Location Map in Arabic, Tenancy Contract and EJARI Registration Certificate. Read more

250 (Approx)

Labour Establishment Card
If you want to change
Authorized Signatory in Labour Establishment Card you can do it after adding his/her signature in Immigration Establishment Card. (Application should be typed from Tas'heel Centre). Submission at Labour Office. Amended Card will be issued within five minutes. Read more

No Government Fees. Pay Typing Charge only at Tas'heel Centre


Frequently Asked Questions
Can I leave country without cancelling my visa?
Q
: I am a shareholder in a company and am on an investor residence visa issued by Dubai’s General Directorate of Residency and Foreigners’ Affairs (GDRFA). I recently sold my 40 per cent share of the company to one of the shareholders and wrote him a waiver. I also received the value of the sold shares. At present, I have no stake in the company and my residence visa will expire next month. I intend to go back to my home country and will not return to the UAE. However, I need to leave urgently and will not have time to complete the cancellation procedure with the GDRFA. Can I leave Dubai without formally cancelling the visa with the authority?
A: The questioner may not leave the UAE without formally cancelling the visa. The questioner should first make a sale contract between him and the new purchaser, get the document attested by the Notary Public in the presence of all partners so they can sign the said contract (amendment to the memorandum of association), and then this contract shall be submitted, along with an application to cancel the visa, to GDRFA. The residence visa will then be cancelled. The procedure will not take too long, and it is in the best interest of the questioner to avoid any future liability in case the company faces any problems (GN).

Dismissing a company partner
Q: I am working in a LLC (limited liability company) in Dubai as a working partner. I have an investor visa. Can other partners remove me from the partnership. I am only holding 10 per cent of the shares so it’s easy for them to remove and fire me from the company. As per the UAE law under what conditions a partner can be removed from a LLC.
A: In a LLC, no partner has the right to remove any other partner — it doesn’t matter whether a partner is holding a small or big share, since his name is included in the company’s memorandum of association, which is certified by law.
But, if the other partners wanted to remove you from the company for legal reasons, they must go back to the conditions mentioned in the memorandum of association in respect with the matter, and then call a meeting of the board of company to resolve the issue amicably, especially if they wanted to remove a partner who committed a financial violations or subjected the company to loss due to his misconduct. If this has been proved, the said partner will be requested to sell all his shares in company to the residual partners, and to withdraw from the company, or to purchase himself, the partners’ shares and remain in the company with other partners selected later. In case of failure to reach a solution to satisfy the assembled parties otherwise the case may referred to a concerned court, by asking the court to appoint an accounting expert to study the company’s conditions and proving the one who caused the company’s problems, as well as to review the financial status. Based on such report the concerned court will provide a proper judgment in this regard. These are the reasons and legal procedures used to solve such problem
(GN).

DED (Economic Department) Branches
Head Office: Business Village
Near Clock Tower
Deira, Dubai
Tel:04-222 9922

Location Map (Click here)

Dubai Mall
Deira, Dubai
Tel: 04-382 7777

Al Tawar
Deira, Dubai
Tel: 04-6013333

TECOM Branch
(To register licenses in TECOM area)

Dubai
Tel: 04-3754115
Location Map (Click here)

DED Timing: Saturday to Thursday 7:30am to 1:30pm
Call Centre: 7000 40000

Website: www.dubaided.gov.ae 
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What is LLC?
What is share sale agreement? What are the documents required for partner withdrawal from LLC? Where should I start to remove a partner from LLC company? How much is the total cost for removing a partner from LLC? Do all partners need to attend at Notary for partner withdrawal agreement attestation? Where can I prepare partner withdrawal agreement from? Is there any way to cancel partner visa without selling his shares in LLC? What is MoA? What is Memorandum of Association?

Municipality Related Services

Visa on Arrival-UAE


 

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