Constitutional Analysis
A close review of the memorandum, articles and any shareholder agreement to establish what rights actually exist.
A shareholder dispute is different from an ordinary commercial claim because the parties cannot walk away from each other. Until the ownership question is resolved, both sides remain tied to a company that neither can run properly.
Dubai Legal Expert acts for majority and minority shareholders across the UAE in deadlock, exclusion, dividend and valuation disputes, and in claims to dissolve a company where the relationship has broken down completely.
The disputes we handle usually follow a familiar shape. A shareholder is excluded from management and information. Profits stop being distributed while salaries and related party payments continue. A fifty fifty ownership split freezes every decision. Or one shareholder attempts to transfer shares in breach of the memorandum.
UAE company law and the constitutional documents provide the routes out, but which route works depends heavily on the ownership percentages, the wording of the memorandum and whether a shareholder agreement exists.
Contact UsAction where a shareholder is locked out of management, information or the company premises.
Claims where distributions, related party dealings or decisions are being used to prejudice a minority holder.
Independent valuation, expert challenge and negotiation of buy out prices between shareholders.
Negotiated separations, share purchase terms and settlement agreements that end the relationship cleanly.
Court applications to dissolve a company where the shareholder relationship cannot be repaired.
A close review of the memorandum, articles and any shareholder agreement to establish what rights actually exist.
Applications and demands to obtain accounts, registers and records where a shareholder is being kept in the dark.
Examination of salaries, loans and related party transactions used to divert value away from distributions.
Proper valuation evidence so a buy out price is negotiated from figures rather than assertions.
Precautionary measures where assets, funds or the company licence are at risk during the dispute.
Resolution aimed at a clean separation, because most shareholder disputes end in one side buying the other out.
While a shareholder dispute runs, the company usually deteriorates. Decisions stall, staff leave, banks become cautious and customers notice. Every month of delay reduces the value of the asset both sides are fighting over.
For that reason we push hard for early, structured resolution. Securing information rights and a credible valuation quickly changes the negotiation, because a shareholder who can see the numbers and has evidence of misuse is in a far stronger position than one making allegations.
Establish the rights, secure the information, then negotiate or litigate the exit.
We examine the memorandum, articles, shareholder agreement, registers and resolutions to map your legal position.
Formal demands and applications to obtain accounts, financial records and company documents.
Review of distributions, salaries, loans and related party transactions to identify value being diverted.
A documented statement of your rights and claims is served, which usually opens meaningful negotiation.
Terms are negotiated for one side to acquire the other, supported by independent valuation evidence.
Where negotiation fails, claims for exclusion, prejudice or dissolution are filed and pursued.
We had no access to accounts for two years. Once the records were obtained the negotiation changed completely and we exited at a fair price.
A fifty fifty split with no deadlock clause had frozen the business. They negotiated a buy out that let the company keep trading.
Minority shareholders generally have rights to information, to attend and vote at general assemblies, to receive their share of distributed profits and to challenge decisions that unlawfully prejudice them.
Without a deadlock provision, resolution usually requires negotiation, a buy out, or a court application, since neither shareholder can outvote the other.
There is no automatic right, but buy outs are commonly achieved through negotiation supported by valuation evidence, or through settlement of a prejudice or dissolution claim.
Shareholders have rights to certain information, and where access is refused formal demands and court applications can be used to obtain records.
Through independent valuation considering the assets, earnings and the market, with any valuation method in the shareholder agreement applied where one exists.
Yes. UAE law permits dissolution applications where the relationship between shareholders has broken down such that the company cannot properly continue.
Bring us the memorandum and whatever records you have, and we will set out your options. The first consultation is free and confidential.
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Dubai Legal Experts provides trusted legal advocacy across the UAE with experienced lawyers and clear legal guidance.