Legal Structure: Transitioning from Sole Establishment to LLC for Foreign Buyers
Legal Structure: Transitioning from Sole Establishment to LLC for Foreign Buyers
What is the most efficient legal pathway for a foreign buyer to acquire a Sole Establishment and convert it into an LLC in the UAE?
3 Answers
The most efficient pathway for a foreign buyer is to purchase the existing Sole Establishment through a sale agreement, then apply to the relevant DED or free zone authority to convert it into a Limited Liability Company. This involves updating the trade licence, obtaining approvals, and registering the new LLC structure while complying with ownership and capital requirements.
The most efficient pathway for a foreign buyer in the UAE is to first acquire the Sole Establishment (which is usually owned by a UAE national) through a local sponsor or assignment agreement, and then convert it into an LLC by partnering with a local shareholder or leveraging the new 100β―% foreign ownership reforms in certain Free Zones or Mainland sectors. Emotionally, it can feel like navigating a maze thereβs paperwork, approvals, and approvals from the Department of Economic Development but doing it step by step gives the buyer full operational control and legal clarity, turning a locally bound business into one you can truly grow and scale.
The most efficient legal path for a foreign buyer to acquire a Sole Establishment and convert it to a UAE LLC is to treat the Sole Establishment as a separate legal entity that must be closed or restructured before forming the LLC. In practice, this means cancelling the sole establishment licence and simultaneously registering a new LLC with the Department of Economic Development (DED) by drafting a new Memorandum of Association (MOA), securing a trade name, office space, and meeting the LLC licensing requirements. The LLC then becomes the new legal entity, with contracts, assets and visas transferred over as part of the process to ensure continuity.