UAE Entity Restructuring, Dissolution & M&A
Free zone deregistration, Mainland LLC dissolution under the UAE Commercial Companies Law, IP migration, M&A advisory. We close the entity clean — no loose ends, no debts.
What Restructuring includes in the UAE
What you receive
How it works
Helpful resources
Where to register and how we differ
Restructuring in the UAE — frequently asked questions
Voluntary liquidation of a UAE free zone company involves: a board resolution to wind up, settlement of all liabilities (employee gratuities and visa cancellations included), a clearance certificate from the zone authority, cancellation of the trade licence, and deregistration from the FTA for VAT payers. The process takes 2–6 months depending on the zone and the complexity of the obligations. INNOVA runs the full liquidation for DMCC, RAKEZ, IFZA, and JAFZA. We leave no loose ends.
Dissolving a mainland LLC involves: a special resolution of the shareholders' meeting (notarised), appointing a liquidator from the Ministry of Economy register, publishing a notice in two UAE newspapers (60-day creditor window), settling liabilities, tax clearance from the FTA, and cancellation with the DED. The liquidator's final report goes to the court. For a clean company the whole process takes 4–9 months.
Timelines depend on the structure: a free zone — 2–4 months for a company with no debts, employees, or regulatory issues; a mainland LLC — 4–9 months with the mandatory 60-day newspaper notice; the RAK ICC offshore — usually 3–6 weeks on a simpler procedure. Litigation, open tax matters, or multiple creditors stretch the timelines. INNOVA gives a timeline estimate after reviewing the liability profile.
Yes. IP held by a UAE company — patents, trademarks, software copyright, trade secrets — transfers to a foreign entity via a commercial assignment agreement. The transfer runs at arm's-length fair market value, or transfer pricing adjustments kick in under UAE CT rules. If the company drew 0% CT on IP income as a QFZP, an exit that removes substance can trigger a tax recapture. We structure the IP migration with minimal load on both sides.
Yes. A free zone company can open a mainland branch or move to a mainland LLC, but technically that's registering a new structure, not a direct conversion. The free zone licence is either kept active or surrendered separately, and the activities must match the DED mainland list. Since 2021, most activities on the mainland allow 100% foreign ownership — the process got simpler. INNOVA runs the parallel registration and asset transfer.