United Arab Emirates

Federal Decree-Law No. 20 of 2025 introduces a wide-ranging set of amendments to the Commercial Companies Law (Federal Decree-Law No. 32 of 2021). The reforms clarify the interface between onshore and free-zone regimes, strengthen the legal framework for investment and governance, and provide greater flexibility in corporate structuring and capital arrangements. While free-zone entities remain subject to their own regulatory rules, the amendments bring the UAE’s corporate environment closer to international standards and enhance its usability for investors, founders and multinational groups operating in or from the UAE. This overview highlights the key changes and their practical implications for companies active in the UAE. 1) Clearer Scope Across Onshore, Free Zone and Foreign Companies The law now provides more explicit guidance on how it applies to foreign companies with a UAE presence and to free zone entities conducting activities outside their zone. Free zone companies continue to be governed by their own regulatory frameworks within the boundaries of the free zone; however, when they carry out activities in the mainland—whether through a branch, representative office, or otherwise—they must comply with the Commercial Companies Law and other applicable federal legislation. The amendments also confirm that free zone companies are considered UAE juridical persons for the purposes of UAE law. This clarification reduces long-standing uncertainty in cross-border structuring and offers greater predictability for groups operating across both mainland and free zone jurisdictions. 2) Introducing Non-Profit Companies For the first time, UAE company law expressly recognises non-profit companies. These entities must reinvest all revenues to advance their stated objectives and are prohibited from distributing profits to shareholders or partners. Detailed rules on their governance, permitted activities, licensing requirements and any regulatory exemptions will be issued at Cabinet level. Once implemented, this framework will provide a purpose-built legal vehicle for philanthropic, cultural, community and social initiatives, offering greater clarity and legitimacy for organisations pursuing non-commercial purposes in the UAE. 3) Common-Law Style Shareholder Rights Embedded in LLCs and PJSCs The amendments introduce statutory recognition of drag-along and tag-along rights for limited liability companies and private joint stock companies, allowing these mechanisms to be included directly in the memorandum or articles. This enhances enforceability, reduces reliance on side agreements, and increases certainty in exit and share-transfer scenarios—particularly relevant for M&A, venture capital, private equity, and family business restructurings. The detailed conditions and procedures for exercising these rights will be clarified through implementing regulations. Succession Planning for Shares Companies and shareholders may now agree in advance on how a deceased shareholder’s interest will be dealt with. These arrangements may include priority purchase rights for remaining shareholders or, importantly, acquisition of the shares by the company itself. The valuation may be agreed with the heirs or determined by the competent court, with independent valuation experts engaged in case of dispute. While this is a welcome development that provides greater certainty in succession planning, further guidance is expected on the post-acquisition treatment of such shares—specifically whether they may be held as treasury shares, cancelled, or reissued to third parties. 4) Greater Share Class Flexibility for LLCs Mainland LLCs can now issue multiple classes of shares with different voting, dividend, liquidation, redemption, and other rights. This represents a significant modernization that brings UAE practice closer to international standards commonly used in growth equity and venture financing. Cabinet-issued rules are expected to clarify the precise parameters, but the policy direction is clear: private companies now have the flexibility to structure their capital in line with strategic objectives. 5) In-Kind Capital Contributions The law reinforces the ability to make in-kind contributions to LLC capital, provided that , among other things ,such contributions are valued by one or more accredited valuers. If an accredited valuation is not obtained, the in-kind contribution will be considered invalid. This approach balances flexibility—particularly relevant for asset-intensive and technology-driven businesses—with safeguards against inflated or subjective valuations. 6) Private Placements by Private Joint Stock Companies Private joint stock companies may now raise capital through private placements within UAE financial markets, subject to the procedures and conditions set by the Securities and Commodities Authority. A private placement allows a company to sell shares or other securities directly to a limited group of investors—such as institutional investors or high-net-worth individuals—rather than through a public offering. This closes a historical gap in the fundraising pathway, enabling issuers to access domestic capital efficiently without relying on offshore structures or parallel vehicles. 7) Governance Continuity and Deadlock Solutions The amendments address day-to-day governance challenges that often arise in closely held entities. A manager’s resignation becomes effective after 30 days if the company takes no action, unless otherwise agreed. Companies must notify the competent authority when a manager’s term expires and appoint a successor within 30 days. Boards may continue to operate for up to six months after their term lapses to maintain operational continuity. If shareholders fail to appoint a new board, the competent authority may appoint directors who are not shareholders. This provides a practical mechanism to resolve deadlocks and restore functionality through a neutral or independent board composition. 8) A Unified Framework for Re-Domiciliation (Migration/Continuation) Perhaps the most transformative change is the introduction of a statutory framework for corporate migration (continuation) that preserves a company’s legal identity, contractual continuity, and corporate history. Companies can now re-domicile from foreign jurisdictions into the UAE, between mainland authorities, from mainland to free zones (including financial free zones) and vice versa, as well as between different free zones. This flexibility is subject to shareholder approval (typically via a special resolution or other prescribed majority), compatibility between registries, absence of prohibitive annotations or blocks, approvals from the relevant licensing authorities (and the Ministry of Economy or Securities and Commodities Authority where applicable), and compliance with the necessary publication and disclosure requirements. For regional groups and multinationals, this creates a powerful tool to realign licensing, tax, governance, and operational structures without the need for liquidation or reincorporation. Practical Implications for Companies The 2025 amendments reflect a deliberate shift toward a more adaptable, investor-friendly regime that builds on the UAE’s strengths in regulatory clarity. The ability to issue multiple share classes, embed drag-along and tag-along rights, structure thoughtful succession mechanisms, conduct private placements, and re-domicile across jurisdictions will simplify corporate life cycles and support more sophisticated capital formation. Companies operating across the mainland–free zone divide will benefit from clearer rules, while mission-driven organisations will finally have a fit-for-purpose legal vehicle for non-profit activities. The net effect is enhanced certainty for transactions and governance, fewer structural workarounds, and closer alignment with international practices. The UAE continues to position itself as a jurisdiction capable of hosting complex cross-border operations while maintaining the stability that underpins long-term investment and growth. Authors: Suzanne Hashem, Legal Director and Khaled Abu Orabi, Senior Associate

Under the 2025 guide, a Family Foundation is defined (for tax purposes) as any foundation, trust or similar entity used to hold family wealth – including real estate, investments, assets, and holdings – provided it meets the requirements of Article 17(1) of the Federal Decree‑Law No. 47 of 2022 on Corporate Tax. Importantly: It is not a new type of legal entity per se – rather it’s a tax-treatment classification for existing structures (foundations, trusts, other entities) that meet certain criteria. This means that a foundation set up in a Free Zone such as DIFC (or equivalent zones such as RAK ICC or ADGM) can qualify – and likewise, a foreign foundation/trust owning UAE property may also qualify under the right conditions. For wealth-holding, real-estate, and cross-jurisdictional families, the Family Foundation concept offers a powerful, flexible, and globally respected structure – now backed by clear UAE tax law.  What Conditions Must a Family Foundation Meet? To qualify as a “Family Foundation” (eligible for favourable tax treatment), the structure must satisfy all of the following under Article 17(1): Beneficiary Condition: Beneficiaries must be identifiable natural persons and/or public-benefit entities. Principal Activity Condition: The main activity of the foundation must be limited to receiving, holding, managing, investing or disbursing assets/funds – i.e. wealth/asset management, not operating an active business. No “Business Activity” Condition: The foundation must not conduct commercial/business activities that a natural person would need a licence to perform. No Tax-Avoidance Purpose: The foundation’s purpose must not be primarily tax avoidance. If the foundation’s objective is simply asset/wealth holding, investment, inheritance or charitable benefit, it passes. If Distributions Are Made to Public-Benefit Entities: Additional rules apply – distributions of income to public entities must be made within defined timeframes for the foundation to retain its status. Importantly, unincorporated trusts (such as those formed in DIFC or ADGM) which have no separate legal personality are by default treated as unincorporated partnerships for tax purposes – i.e. fiscally transparent – and may not need a separate “application,” although they still must meet the beneficiary/principal-activity conditions if regarded as a Family Foundation. What the Tax Treatment Now Means – Major Benefits for Investors  Fiscally Transparent – Not Taxed at Foundation Level If approved, a Family Foundation (or trust/structure treated as such) will be treated as an Unincorporated Partnership – meaning the foundation itself is not subject to corporate tax. Instead, any income (rental income, capital gains, dividends, interest, etc.) flows through to the beneficiaries. Implication: Real estate investors, families and beneficiaries can benefit from UAE property income and gains – potentially with 0% UAE corporate tax, provided the recipients are natural persons (or certain exempt public-benefit entities). Multi-Tier Structures Are Supported If the Family Foundation owns other legal entities (e.g. companies, SPVs, holding vehicles), those can also be treated as transparent – provided they are wholly owned and controlled by the foundation, and the entire structure meets the Article 17 conditions. This allows complex family holdings – real estate, shareholdings, investments – to be inside a single transparent vehicle, with consolidated tax treatment. Very advantageous for families with multi-jurisdictional assets or mixed real estate + corporate holdings.  Flexibility for Foreign Foundations or Non-UAE Residents  The guide explicitly allows foreign foundations/trusts to qualify – provided the conditions are met. For many global families, this provides significant flexibility without needing to re-domicile to UAE. Streamlined Compliance – Registration + Annual Confirmation  Applicable foundations must register for Corporate Tax with the FTA via EmaraTax. Once approved, foundations (and wholly-owned subsidiaries) must file an Annual Confirmation (within 9 months of the end of each tax period) to confirm they continue meeting the qualification conditions. If at any time the conditions are not met, the “transparent” status is lost – which would render the foundation (and underlying entities) taxable as standard corporate vehicles. This encourages robust compliance, substance, and proper governance – making the structure robust, defensible, and sustainable over the long term.  Why a DIFC (or Other Free Zone) Foundation Is Often the Best Option in 2025  For investors and families – especially high-net-worth, multi-jurisdictional or globally mobile – a foundation formed under a reputable Free Zone foundation regime like DIFC offers a unique combination of: Legal certainty: DIFC operates under English common law-inspired legislation; recognized globally. Tax efficiency: When approved as a Family Foundation, it can deliver 0% UAE corporate tax on UAE-sourced income/gains. Succession Planning & Estate Structuring: Clear governance, beneficiary designation, asset protection, and intergenerational transfer mechanisms. Asset Protection & Confidentiality: Assets are held under the foundation rather than under individual names. Flexibility: Works with real estate, investments, shareholdings, cross-border holdings, trusts — and supports multi-tier structures. Ease of Compliance (relatively): Once structured and approved, ongoing obligations are limited to annual confirmation, record-keeping, and governance maintenance – far simpler than operating a fully licensed commercial entity. For families investing in property, operating businesses, or building multi-asset portfolios – especially across jurisdictions – a DIFC Family Foundation often represents a best-in-class structure in 2025. What This Means for Clients of Knightsbridge Group  At Knightsbridge Group, our depth of experience in setting up mix-jurisdiction wealth structures, real estate holdings, and corporate vehicles gives us a distinct advantage. Based on the 2025 FTA guidance, we can: Structure your real estate and asset holdings via a DIFC (or equivalent) Foundation Help prepare and submit the application to FTA for “fiscally transparent” Family Foundation status Set up multi-tier holding structures (foundations + SPVs + operating companies) if needed Ensure full compliance with Article 17 conditions, UBO disclosures, substance requirements, and governance Manage ongoing annual compliance and confirmation filings Provide estate-planning, succession, and asset-protection services — ensuring long-term wealth preservation The result: your assets are protected, tax-efficient, confidential, cross-border ready — and structured to stand the test of time and regulation.  Conclusion: The 2025 Family Foundations Guide Is a Game-Changer The May 2025 Corporate Tax Guide on Family Foundations marks a new era of clarity and flexibility in how wealth is held, protected, and taxed in the UAE. For global investors, expatriate families, real estate owners, and multi-jurisdictional entrepreneurs, a properly structured DIFC Family Foundation (or equivalent) is arguably the most powerful wealth-holding vehicle available in 2025 – offering transparency, tax efficiency, legal certainty, and generational security. At Knightsbridge Group, we believe this is the future of wealth structuring in the UAE – and we are uniquely positioned to help clients turn that future into reality.

Caribbean citizenship-by-investment programmes have come under closer review over the last year as global standards on transparency tighten. The OECD has introduced new measures calling for deeper background checks and greater data sharing between governments to limit tax evasion and financial misconduct. In response, regional authorities are updating their approval systems and disclosure rules, which is already changing how investors prepare applications and the type of information they need to provide. The sections below explain how the OECD’s standards are taking shape, how Caribbean states are responding, and what investors should expect as the new framework comes into force. Understanding the OECD’s new standards The OECD’s reforms build on its Common Reporting Standard, a global framework designed to stop people from using multiple citizenships or accounts to hide wealth from tax authorities. The new rules go further, urging countries that offer citizenship-by-investment programmes to confirm the real tax residency of every applicant and share verified data when needed. This means governments will have to match their background checks with stricter financial disclosure and closer cooperation between agencies. For investors, the practical change lies in how information is gathered and verified. Source-of-wealth evidence will face greater scrutiny, and inconsistencies between jurisdictions will be flagged faster through automatic exchange systems. While the aim is to improve transparency across borders, the process places new responsibility on both applicants and local authorities to prove the integrity of each citizenship file. Caribbean programmes under review Caribbean governments have moved quickly to show cooperation with the OECD and the European Union. The five countries that run citizenship-by-investment programmes, St Kitts and Nevis, Dominica, Grenada, St Lucia and Antigua and Barbuda, signed a joint agreement earlier this year setting new standards for how their schemes are run. The framework includes a shared minimum investment level, tighter vetting procedures and greater exchange of applicant data with international partners. Some jurisdictions have already revised their rules or paused specific routes while they upgrade due diligence systems. St Kitts raised its minimum contribution to USD 250,000, while Dominica and Grenada introduced independent audits of their CBI units and additional layers of background screening. The aim is to keep these programmes credible and protect their visa-free access arrangements with the EU and the UK. These steps mark the first coordinated effort across the region to apply shared standards, giving the programmes a stronger footing with international partners. What this means for investors For investors, the reality is a slower, more detailed process as scrutiny deepens under the new framework. Background checks that once took weeks may now take months as governments verify financial records, source of wealth and tax residency with greater precision. Applicants will need to prepare more detailed documentation and expect follow-up questions where information doesn’t line up across jurisdictions. The process is starting to resemble enhanced due diligence in financial services, with clearer templates for wealth verification and third-party data checks. This makes consistency more likely but also means applicants have to plan carefully. The new reporting system also limits the privacy these programmes once offered. Tax authorities now share information automatically, so each file needs to present an accurate picture of an investor’s income, assets and residence status. Gaps or inconsistencies can slow approval or trigger further review. Fees and minimum investment levels may also increase as governments cover the higher costs of compliance. Investors who prepare early, keep their records organised and work with experienced advisors will find the process smoother and less open to delay. Outlook for 2025 and beyond Over the coming year, the Caribbean programmes are expected to settle into a more uniform structure as the OECD standards take hold. Processing may stay slower, but governments are likely to balance stricter checks with predictable procedures once systems mature. For applicants with clear financial records and well-documented sources of wealth, legitimate routes will remain open. These programmes continue to serve investors who value global mobility and portfolio diversification, though the path now demands more preparation and transparency. Demand is expected to stay steady, with greater interest in jurisdictions that show strong compliance and stable international relationships. As reforms bed in, confidence will depend less on speed and more on the quality of compliance behind each application, shaping how both governments and investors approach citizenship planning in the years ahead. How can The Knightsbridge Group help? The Knightsbridge Group supports investors through every stage of the citizenship and residency process, from preparing financial records to coordinating with programme authorities and international partners. Our experience across multiple jurisdictions means clients receive practical guidance that fits both current OECD standards and local due diligence rules. To discuss your plans or review an existing application, contact [email protected].  

Entering into a hotel management agreement (“HMA”) in Dubai is a high-stakes decision for any property owner. The emirate’s hospitality sector operates under a complex regulatory framework overseen by multiple authorities, including the Dubai Department of Economy & Tourism (“DET”), Dubai Civil Defence, the UAE Federal Tax Authority, and various federal labour and data-protection regulators. While hotel managers oversee day-to-day operations, the ultimate responsibility for legal and regulatory compliance almost always rests with the property owner. 1. Licensing and Regulatory Compliance One of the most significant challenges for owners lies in licensing and operational compliance. Hotel operating licences and related permits are typically issued in the owner’s name, which makes the owner directly liable for renewals, record-keeping, and any violations—even when the management company is at fault. To mitigate this exposure, the HMA should: Acknowledge the owner as the licence holder; Obligate the manager to comply with all operational regulations and filing deadlines; Require the prompt provision of supporting documents; and Include robust indemnities and audit rights so that any fines caused by the manager’s actions can be recovered. 2. Financial and Tax Compliance Financial compliance presents another layer of complexity. Hotel managers typically collect the Tourism Dirham fee, municipality service charges, and VAT on behalf of the owner. However, it is the owner who remains the taxable person responsible for filings and remittances. Any misreporting can result in significant penalties. An effective HMA should therefore: Require detailed reconciliations and regular tax reports; Include warranties regarding the manager’s accounting systems and tax codes; Provide indemnities and clear audit rights to ensure transparency and accountability. 3. Health, Safety, and Employment Obligations Dubai enforces strict health and safety standards under the UAE Fire and Life Safety Code and other municipal regulations. Violations can lead to fines, closures, or costly remediation orders. The agreement should: Assign daily safety compliance duties to the manager; Mandate comprehensive record-keeping; and Grant the owner step-in rights and cost-recovery mechanisms in cases of manager negligence. Employment compliance is equally important. If the owner is the employer of the hotel workforce, they are liable for payroll, visa sponsorship, and end-of-service gratuities. The HMA should  clearly specify: The employer of record; The manager’s obligations under Federal Decree-Law No. 33 of 2021 and MoHRE regulations; and Indemnities covering any breach of employment laws. 4. Financial Reporting and Insurance Transparent and consistent financial reporting is fundamental to every successful HMA. Without it, owners risk revenue discrepancies, tax errors, and operational disputes. To prevent these risks, the HMA should: Mandate standardized monthly and annual financial reports; Grant the owner direct access to management and accounting systems; Require independent audits; and Include data migration and system integration provisions to ensure business continuity upon termination. Insurance provisions also warrant careful drafting. The owner should be: Named as an additional insured on all policies; Provided with proof of renewal annually; and Protected by clauses excluding liability caps for regulatory fines, gross negligence, and wilful misconduct. 5. Ownership and Management Changes Changes in ownership or management can trigger regulatory complications. Transfers of ownership or control often require prior approval from DET or other authorities. Failure to secure such approval can affect the status of the property’s operating licences. To manage these scenarios, the HMA should: Require written notice of any change; and Mandate cooperation in obtaining regulatory approvals. 6. Data Protection and Cybersecurity Hotels manage large volumes of personal and financial data, making compliance with privacy laws critical. HMAs must adhere to the UAE Personal Data Protection Law (Federal Decree-Law No. 45 of 2021) and, where applicable, the DIFC Data Protection Law. Key data-protection provisions should include: A data-processing addendum defining roles, transfer restrictions, and breach-response procedures; Compliance with global payment-card standards (PCI-DSS); and Integration of anti-money-laundering (AML) and counter-terrorist-financing (CTF) obligations under Federal Decree-Law No. 20 of 2018, supported by cyber-insurance coverage and immediate breach-notification duties. 7. Performance Tests and Capital Expenditure Performance tests are critical owner protections. Without objective benchmarks—such as Revenue per Available Room (RevPAR) or Gross Operating Profit (GOP)—owners risk being locked into underperforming management arrangements. An HMA should therefore establish: Measurable performance metrics; Defined cure periods and termination rights; and Step-in rights for the owner in cases of significant non-compliance. For capital expenditure (capex), the agreement should: Distinguish routine maintenance from capital projects; Create a Furniture, Fixtures & Equipment (FF&E) reserve (typically 3–5% of gross revenue); and Require annual capex plans subject to owner approval. 8. Governing Law and Dispute Resolution The governing law and dispute-resolution mechanism are key strategic considerations. Many owners choose UAE law and the jurisdiction of the Dubai Courts, while others prefer arbitration—for instance, under the Dubai International Arbitration Centre (DIAC) or DIFC-LCIA—to ensure neutrality and enforceability. Conclusion HMAs in Dubai require more than sound commercial terms—they demand a carefully structured legal framework that anticipates regulatory complexity and allocates risk with precision. Owners who put in place strong legal protections, including indemnities, audit rights, performance standards, and compliance obligations, position themselves to safeguard their investment and maintain operational excellence in one of the world’s most competitive hospitality markets. Authors: Suzanne Hashem, Legal Director and Khaled Abu Orabi, Senior Associate.