POA · Company & business
Share Sale Power of Attorney in the UAE
Transfer your shares through an attorney when you cannot attend in person.
Updated September 2026 · market data verified methodology
A share sale power of attorney authorizes a representative to sell and transfer shares on behalf of a shareholder: execute the sale agreement, sign the transfer paperwork and carry the transaction through the company's register until the new owner is recorded. It is the standard route for shareholders who cannot be in the UAE for the signing and filing sessions the deal requires.
Share transfers in the UAE are processed by the authority that keeps the company's register — the notary and the Department of Economic Development on the mainland, or the free zone authority that licensed the company — and each of them reads mandates literally. The document has to identify the stake and describe each step the representative may take; a generic text invites questions at the counter.
Where it is used
The authority that keeps the company's share register — mainland notary and DED, or the company's free zone authority
Typical situation
The shareholder is abroad and cannot attend the signing and transfer sessions in person
Language
Registered in Arabic; you review and approve a bilingual draft beforehand
Term
Until the deal completes or the validity period written into the mandate ends
Who uses this POA
- Shareholders living abroad who are selling a stake in a UAE mainland or free zone company
- Investors exiting a portfolio company without flying in for every signature
- Co-founders buying out a partner who has already left the country
- Family or estate representatives handling the shares of someone who cannot travel
- Corporate groups reallocating ownership between affiliates through a local representative
What the attorney can do
- Negotiate and execute the share sale agreement within the limits written into the POA
- Sign share transfer forms and amendments to the memorandum and articles where the deal requires them
- Attend the notary, the DED or the free zone authority on the shareholder's behalf and sign in their name
- Submit the transfer file, answer procedural questions and supply supporting papers during the process
- Collect the updated licence or register extract confirming the new ownership
Limits and practical notes
Check these before drafting — they decide whether an authority accepts your document.
- The mandate must identify the stake precisely — company, register and the number of shares with their nominal value. A document that says only 'my shares' is read narrowly and can be refused
- A share transfer is more than one signature: the register or free zone may require its own forms, corporate approvals and, where the articles grant pre-emption rights, a waiver from the other shareholders
- Money stays out of the mandate by default — receiving the price and settling accounts are the parties' own business and should not be delegated unless you deliberately draft them in
- If the seller is a company, the representative's authority builds on the company's own approvals — a POA does not replace the board or shareholder resolution behind the sale
- The registered document is in Arabic; the English draft is for your review before signing
- Practice differs between mainland and free zone registers and changes over time, so confirm the current requirements before the signing session
Documents to prepare
The principal (individual)
- Passport copy of the principal (the selling shareholder)
- Emirates ID and visa page, if the principal is a UAE resident
- Passport details of the appointed attorney
- Particulars of the stake — company name, licence or register, number of shares and nominal value
The principal (company)
- Current trade licence of the company acting as the seller
- Board or shareholder resolution approving the sale and authorising the signatory
- Passport and evidence of authority for the person who signs the POA on the company's behalf
- The same share particulars as for an individual — stake, register and nominal value
Free zone versus mainland share transfers
Where the company is licensed decides who processes the transfer. Mainland companies complete the sale before the notary and register the new ownership with the Department of Economic Development; free zone companies deal with their own authority, which keeps its own transfer forms and appointment practice. A mandate drafted for one route does not automatically satisfy the other.
Say which company and register the sale concerns at the drafting stage, and put the share particulars on the checklist. Where the articles give existing shareholders pre-emption rights, arrange the waiver in parallel — the register will ask for it as part of the file, and a missing waiver stalls an otherwise ready transfer.
- Mainland route: notarized sale documents and registration of the new shareholder with the DED
- Free zone route: the authority's own forms and its own appointment practice
- Pre-emption waivers from other shareholders, where the articles require them, belong in the deal file alongside the POA
Frequently asked questions
Can I sell my UAE company shares while I am abroad?
Yes — this is exactly what a share sale POA exists for. You appoint a representative who signs the sale agreement and the transfer paperwork in your name before the notary, the DED or the free zone authority. The mandate has to be issued and notarized before the signing session, and it must identify the stake it covers.
What has to be written into the document about the shares?
The company, the register it sits on and the size of the stake — number of shares and nominal value. Registries verify the mandate against the deal, and a text that says only 'my shares' gives the clerk nothing to verify against. Precise particulars are the difference between acceptance and a re-draft.
Does the attorney receive the sale proceeds as well?
Not unless you put it in deliberately. Settlement belongs to the parties rather than the representative — most sellers keep the money flow outside the mandate entirely and let the attorney handle signatures, filings and confirmations only. That separation also simplifies the notary's review of the scope.
The buyer's lawyer sent a sale agreement. Can my attorney sign that exact draft?
Yes, if executing the agreement falls within the scope and the transaction it covers is identifiable. Share the draft at the preparation stage so the wording matches the actual deal documents — a mandate prepared before the final agreement exists can be drafted around the paperwork you expect to sign.
Do the other shareholders have to agree to the sale?
It depends on the company's articles. Many UAE companies include pre-emption clauses giving existing shareholders the first right to buy the stake, and the register will expect a signed waiver before it records a transfer to an outside buyer. The POA can let your attorney sign that waiver, but the other shareholders' consent itself has to come from them.
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Need this POA arranged?
Describe the task — you get a recommendation on wording, the document checklist and an itemized estimate.