The United Arab Emirates continues to consolidate its position as one of the world’s most dynamic and attractive business hubs. Far from resting on its already favorable tax environment, the country constantly advances in modernizing its legal framework to align with international best practices and offer an unbeatable ecosystem for talent and capital. In this vein, the recent promulgation of the New UAE Commercial Companies Law 2025 represents a fundamental milestone. This package of reforms is designed to provide greater flexibility, security, and opportunities for entrepreneurs and investors who choose Dubai and the rest of the Emirates as a base for their global operations. For anyone considering company formation or relocating their tax residency, understanding these amendments is not just advisable; it’s strategic.

A Legal Framework Designed for the Future: What’s Changing?

The main objective behind these reforms is clear: to create a more competitive, agile, and sophisticated corporate environment. The previous legislation, though robust, presented certain rigidities that could hinder modern business structures, especially in sectors such as technology, venture capital, and high-growth startups. The New UAE Commercial Companies Law 2025 directly addresses these points, introducing concepts and mechanisms previously reserved for more traditional jurisdictions. These changes not only facilitate daily operations but also send a powerful message to the international investment community: the UAE is a safe, predictable, and prepared place for 21st-century business.

Flexibility in Capital Structure: Multi-Class Shares

One of the most significant and anticipated amendments is the introduction of capital structures with multi-class shares. This is an extremely powerful corporate governance tool that allows companies to issue different categories of shares with distinct rights.

What does this mean in practice?

• Differentiated Voting Rights: A company can issue Class A Shares with one vote per share (intended for investors) and Class B Shares with ten votes per share (reserved for founders). This allows founders to raise significant capital without ceding strategic control of the company.
• Personalized Profit Distribution: Share classes can be created with different rights to dividends, attracting various investor profiles with varied risk and return appetites.
• Priority in Liquidation: Some share classes may have preference over others in the event of a company sale or liquidation, offering an extra layer of security for strategic or early-stage investors.

The ability to issue multi-class shares transforms the landscape for startups and family businesses in Dubai, giving them sophisticated tools to manage their growth and protect their long-term vision.

This flexibility is crucial for attracting venture capital and private equity, as it allows for negotiating complex investment structures that adapt to the specific needs of each funding round. It is a change that aligns the UAE with jurisdictions like Delaware (USA), a global benchmark in corporate law.

New Funding Avenues: Access to the Private Market

Traditionally, companies seeking to raise capital through the issuance of securities in the UAE had a limited path, often culminating in the need to become a Public Joint-Stock Company and go public. The New UAE Commercial Companies Law 2025 opens up a new and attractive avenue.

Now, Private Joint-Stock Companies will be able to offer their shares and other securities through private placement in the country’s financial markets, subject to regulation by the competent authorities. This creates a vital “intermediate market” that allows growing companies to access a broader group of accredited investors without having to bear the regulatory burden and costs associated with an initial public offering (IPO). This is a transformative change for scale-ups that need capital to expand but are not yet ready to go public.

Simplified Business Mobility: Relocations Between Emirates and Free Zones

Another major advancement of the law is the clarification and simplification of the process for relocating a company within the UAE. Previously, moving a company from one emirate’s mainland to another, or from a free zone to the mainland (and vice versa), could be a legally complex and ambiguous process.

The new legislation establishes defined procedures that allow a company to transfer its registration while maintaining its legal personality, history, and contracts. This provides enormous commercial agility and significantly reduces the possibility of disputes. For entrepreneurs, it means they can adapt their legal structure and location as their business evolves, for example, starting in a free zone and then expanding to the local mainland market without having to liquidate and create a new entity. This process is key for those looking to set up a company in Dubai and planning for phased growth.

Other Key Innovations of the New UAE Commercial Companies Law

In addition to the main points, the law introduces other important improvements that strengthen legal certainty and the modernity of the corporate framework:

• Introduction of the “Non-Profit Company”: A new legal form is created for entities that reinvest their profits in their social or development objectives, providing a regulated and clear framework for such organizations.
• Shareholder Protection Mechanisms: Modern contractual rights such as tag-along and drag-along rights, standard in international shareholder agreements, are formalized. Procedures for the transfer of shares in the event of a partner’s death are also regulated, providing certainty.
• Stricter Valuation Standards: More rigorous controls are introduced for the valuation of in-kind contributions to a company’s capital, ensuring transparency and protecting minority investors from inflated valuations.

What Does This New Law Mean for Your Business in Dubai?

The New UAE Commercial Companies Law 2025 is much more than a mere technical update. It is a statement of intent that reinforces Dubai’s attractiveness as a destination for serious entrepreneurs and investors. For you, this translates into:

• Greater Control and Flexibility: You will be able to structure your company in a way that protects your interests as a founder while attracting high-level investment.
• Better Access to Capital: You will have new and more efficient ways to finance your business growth.
• More Legal Certainty: You will operate in an environment with clear and predictable rules, aligned with global standards, which is fundamental for long-term planning.
• Strategic Agility: You will be able to adapt your company’s location and structure to market needs without unnecessary bureaucratic hurdles.

These changes, combined with already known advantages such as 0% personal income tax, create a truly exceptional business ecosystem. You can consult the official law on the UAE legislation portal for a deeper analysis.

The New UAE Commercial Companies Law 2025 opens up a range of possibilities for structuring and growing your business project in Dubai. Navigating this new legal framework requires expert knowledge to fully leverage all its advantages. At mydubaiway.com, we specialize in guiding international entrepreneurs and investors through every step of the process, from structural planning to the complete establishment of your residency and operations.

If you are ready to explore how these reforms can benefit your business and take the step towards success in Dubai, we invite you to get in touch with our team of experts. Contact us today for a personalized consultation and discover your way to Dubai.