If you hold 10% of a UAE limited liability company you can force the manager to call a general assembly. If you hold any stake at all, you can inspect the minutes, the balance sheet, the profit and loss account and the annual report. And under Article 85(1) of Federal Decree-Law No. 32 of 2021 on Commercial Companies, a single partner can ask the court to dismiss the manager where there is legitimate cause, with no minimum shareholding at all.

Most minority partners in UAE companies do not know those levers exist, and by the time a dispute is live they are negotiating from a position they did not need to accept. This guide sets out the statutory percentages that actually matter, what happens when a partner wants to sell and the 30-day pre-emption clock that follows, when a manager becomes personally liable and which contract terms trying to prevent that are void, the derivative claim, the regulator-ordered inspection, and the loss thresholds that let a 25% holder force a dissolution vote.

The Percentages That Matter

UAE company law works on thresholds. Knowing which one you sit above changes what you can do without anyone’s cooperation.

Holding What it unlocks Article
Any stake Access the register of general assembly minutes in person or by proxy, and inspect the balance sheet, the profit and loss account and the annual report Art. 100
Any stake Ask the court to dismiss a manager where the court finds legitimate cause justifying dismissal Art. 85(1)
10% Require the manager to call a general assembly meeting Art. 79(2)
10% Bring a claim in the company’s name against a related party for damage caused to the company Art. 167
10% Ask the Ministry or the Securities and Commodities Authority to order an inspection of the company Art. 342
25% Call for dissolution of an LLC once losses reach 75% of capital Art. 308(2)
Above 25% Block an MOA amendment or a capital increase or reduction, which needs three quarters of the shares represented at the meeting Art. 101(1)
Any single partner Block an increase in the partners’ financial obligations, which requires unanimous consent Art. 101(1)

Read the last two rows together, because they are the most useful pair in the whole statute for a minority holder. A 26% stake is a genuine blocking position on constitutional change. And no majority, however large, can increase what the partners have to put in without every one of them agreeing. A partner facing a capital call structured to dilute them out has an absolute veto on the obligation itself.

One drafting warning on Article 101(1): the three-quarters threshold is measured against the shares represented at the meeting, not the whole issued capital. If you do not attend, your shares are not in the denominator, and a resolution can pass on far less than 75% of the company. Attendance is not optional for a minority partner.

Selling Your Stake, and the 30-Day Clock

Article 80 governs any assignment of an LLC stake to someone who is not already a partner, whether or not money changes hands. You must notify the other partners through the manager, naming the assignee or purchaser and the terms. Each partner then has 30 days from the date the manager is notified of the agreed price to demand redemption of the stake.

The mechanics repay close reading:

  • The clock runs from notification of the price, not from your announcement that you want to sell. Article 80(1) requires the notice to state the assignee and the terms, and the manager must pass it on as soon as it is received.
  • A price dispute does not stop the process. Under Article 80(2), where the price is disputed, the stake is valued by one or more experts with technical and financial experience nominated by the Competent Authority, on the application of the partner seeking redemption and at that partner’s expense. A partner who wants to block a sale by arguing about price has to pay for the valuation.
  • Multiple takers split proportionately. Article 80(3) divides the stake among partners exercising redemption in proportion to their capital contributions.
  • Silence sets you free. Article 80(4) is the exit: if the 30 days expire without any partner exercising redemption, the selling partner is entitled to dispose of the stake freely.

Two related rules sit alongside it. Article 77 makes a partner’s stake indivisible: where several people hold one stake without appointing a representative, the person named first in the memorandum of association represents them, and the company can set a deadline to choose before selling the stake for the owners’ benefit, with partners holding a pre-emption right over it. And Article 81 deals with a creditor enforcing against a partner’s stake: the creditor may agree terms with the debtor and the company, failing which the stake goes to open auction on application to the court, and one or more partners may redeem it on the same terms as the auction award within 15 days of that award. The same applies if a partner goes bankrupt. That 15-day window is the mechanism that keeps an unwanted creditor or trustee out of the partner register, and it is much shorter than the ordinary 30 days.

Article 78 covers the other side of getting in. In-kind contributions must be valued at the contributor’s expense by one or more valuators, or the valuation is null and void, and the Competent Authority can object and appoint a substitute valuer. Where partners agree a value between themselves subject to authority approval, a contributor whose in-kind contribution is later established to have been overvalued must pay the difference to the company in cash.

When the Manager Becomes Personally Liable

Article 84(1) makes every manager of an LLC liable to the company, the partners and third parties for fraudulent acts, and liable for losses or expenses the company incurs through improper exercise of powers, violation of any law in force, breach of the memorandum of association or the appointment contract, or any gross error. The article closes by making any provision in the memorandum or the appointment contract that conflicts with this rule null and void.

That final sentence is the important one. Manager indemnities and exculpation clauses are common in UAE company documents, and to the extent they cut across Article 84(1) they do not work. Article 84(2) then imports the joint stock company director provisions to LLC managers, so the standards applied to a listed company board reach the manager of a small trading LLC.

Three related duties tighten the position further:

  • No competing business. Article 86 bars a manager, without the general assembly’s consent, from managing a competing or similar company or from dealing on their own or a third party’s behalf in business that competes with or resembles the company’s. The remedy is dismissal and compensation. This is a statutory duty rather than a contractual one, so it does not depend on a non-compete clause in an employment contract existing at all.
  • Accounts on a deadline. Article 87 requires the manager to prepare the annual balance sheet, the profit and loss account, an annual report on activities and financial position, and recommendations on profit distribution, within three months of the end of the financial year. Persistent failure is the most easily evidenced breach available to a minority partner.
  • No voting on your own discharge. Article 99 provides that a managing partner may not vote on resolutions discharging himself from liability for management. A majority partner who is also the manager cannot use their own votes to sign off their own conduct.

Article 82 runs the same logic against partners: a partner is liable to the company for company property held in a fiduciary capacity and for any profit or benefit gained through the company’s business or activities or through use of its property, name or business relationships.

Removing a manager

Article 85(1) gives two routes. Unless the memorandum or the appointment contract says otherwise, the general assembly dismisses the manager by resolution, whether or not the manager is a partner. And the court may dismiss the manager at the request of one or more partners where it finds legitimate cause. The court route has no shareholding threshold written into it, which makes it the single most powerful minority remedy in the LLC chapter.

Article 85 also sets deadlines around a departure. A manager’s written resignation goes to the general assembly with a copy to the Competent Authority, and if the assembly does not decide within 30 days, the resignation takes effect automatically unless the constitutional documents say otherwise. The company must notify the Competent Authority within 30 days when a manager’s term expires without renewal and appoint a replacement in that period. Where a board of managers’ term expires without reconstitution, it continues in office for a maximum of six months, after which the Competent Authority may appoint a manager or board for up to a year while a general assembly is convened.

Suing on Behalf of the Company

Article 167 lets any single shareholder, or shareholders acting collectively, sue in their own name on behalf of the company against a related party for damage the company suffered from that party’s breach of duties. Five conditions apply, and two of them defeat most attempts.

The conditions are that the damage or breach was caused to the company; that the plaintiff was a shareholder when the acts were committed, or acquired that status by transfer from someone who was; that the plaintiff or plaintiffs collectively hold at least 10% of capital; that the plaintiff first submitted a written application to the board asking it to bring the claim and stating the grounds, and the board rejected it or failed to respond within 30 days; and that the lawsuit papers include a copy of that application plus details of all other efforts made to get the company to sue itself.

The demand letter is the step people skip, and skipping it is fatal to admissibility. Send it, date it, keep proof of delivery, and diarize the 30 days.

Two features of Article 167 make it more than symbolic. The plaintiffs may not settle with the defendant without the court’s approval following full disclosure of the proposed settlement, which stops a majority buying off a claimant quietly. And where judgment goes for the plaintiffs, the recovered amounts and damages belong to the company, but legal expenses and attorney fees are repaid to the plaintiffs who actually paid them. The claimant funds the case and the company takes the benefit, with costs coming back if it succeeds.

Getting the Regulator to Look

Article 342 lets shareholders holding at least 10% of capital ask the Ministry, or the Securities and Commodities Authority as applicable, to order an inspection of the company over alleged serious violations of the duties of directors or auditors, provided there is probable cause to believe a violation has been committed.

The application must include evidence of good cause and an undertaking that the applicants will deposit their shares and keep them deposited until the application is decided. That deposit requirement is the deterrent: you cannot file an inspection request and sell out while it runs.

After hearing the applicants, the directors and the auditors in a closed meeting, the authority may order inspection of activities, books, documents or records, including those of a related company or in the auditor’s possession, and may appoint experts at the applicants’ expense. Under Article 343 the chairman, chief executive, director general, personnel and auditors must give the inspection team access to books, minutes of board, committee and general assembly meetings, and records. Where the authority concludes that the applicants’ allegations against the directors or auditors were untrue, it may order the results published in an Arabic daily newspaper at the applicants’ expense, without prejudice to civil or criminal liability. This is a real remedy with a real downside; it is not a letter-writing exercise.

Losses, Deadlock and the Exit

Article 308 gives an LLC two loss triggers. At 50% of capital the managers must put dissolution to the partners at a general assembly, and a dissolution resolution passes by the majority needed to amend the memorandum, meaning three quarters of the shares represented. At 75% of capital, partners holding 25% of the capital may call for dissolution of the company.

The second trigger is the one to remember, because it inverts the usual arithmetic. Once accumulated losses cross 75% of capital, a quarter of the company can force the dissolution question onto the table regardless of what the majority wants to do. For a minority partner locked into a business being run into the ground, that is the pressure point.

Article 344 covers the death of a partner: unless the memorandum provides otherwise, the share transfers to the heirs, and a legatee is treated as an heir. This is why the memorandum’s treatment of death matters so much in a family or two-partner company, and why it should be read alongside your will and succession arrangements in the UAE.

Where the company is a joint stock company rather than an LLC, Article 193 adds a fast interim remedy that has no LLC equivalent: shareholders holding not less than 5% of capital may ask the SCA to suspend enforcement of a general assembly resolution that is detrimental to shareholders, favors a class of shareholders, or brings a special benefit to directors or third parties. The deadline is brutal, though. A suspension request is not admitted after three business days from the date the resolution was issued, and the stakeholders must then file an invalidity lawsuit and copy the SCA within five days of the suspension decision, or the suspension is void from the outset.

Practical Protection Before a Dispute Starts

Most of what decides a UAE shareholder dispute is fixed at incorporation, not at the point of conflict.

  • Use the memorandum where the statute lets you. Article 79 lets the memorandum set out how assemblies are convened, Article 83 lets it define and restrict a manager’s powers, Article 85 lets it change the dismissal and resignation defaults, and Article 344 lets it override what happens to a deceased partner’s share. These are the levers, and they are cheaper to pull at the start.
  • Do not rely on informal management. Article 83(2) gives a manager full powers to bind the company unless the appointment contract, memorandum or articles restrict them, provided the capacity is stated. Silence in the documents is a grant of authority, not a limit on it.
  • Turn up and take the minutes seriously. Article 93 requires notice of a general assembly at least 21 days before the meeting, sent by registered letter or by the modern means of technology named in the memorandum. Article 100 requires minutes adequately summarizing all deliberations, kept in a special register at the company’s headquarters. Both the 21-day notice and the adequacy of the minutes are procedural grounds that matter later.
  • Keep the corporate record current. Ownership and management changes have registration consequences that reach the trade licence and the immigration file, covered in our guides to adding a partner and transferring shares and to the structure of a UAE company.
  • Know where the dispute will be heard. An arbitration clause in the memorandum changes the forum entirely, with its own formalities and deadlines, set out in our guide to UAE arbitration clauses and award enforcement. If the company sits in a financial free zone, the applicable companies regime is different again.

Frequently Asked Questions

What rights does a minority shareholder have in a UAE LLC?

More than most realize. Under Article 100 any partner may access the register of general assembly minutes and inspect the balance sheet, profit and loss account and annual report. Under Article 85(1) one or more partners may ask the court to dismiss the manager for legitimate cause, with no minimum holding. Holding 10% lets you force a general assembly to be called under Article 79(2), bring a claim on the company’s behalf under Article 167, and request a regulator-ordered inspection under Article 342. Holding more than 25% blocks amendments to the memorandum and capital changes under Article 101(1).

Can a partner sell their share in a UAE LLC without the others agreeing?

Eventually, yes. Article 80 requires the selling partner to notify the other partners through the manager of the assignee or purchaser and the terms. Each partner then has 30 days from the date the manager is notified of the agreed price to demand redemption. If the 30 days expire without any partner exercising that right, Article 80(4) entitles the selling partner to dispose of the stake freely. Where the price is disputed, an expert nominated by the Competent Authority values the stake at the expense of the partner seeking redemption.

Can I remove the manager of a UAE company?

By two routes. Article 85(1) allows the general assembly to dismiss the manager by resolution, whether or not the manager is a partner, unless the memorandum or appointment contract provides otherwise. Separately, the court may dismiss the manager at the request of one or more partners where it finds legitimate cause justifying dismissal. The court route sets no minimum shareholding, which makes it available to a minority partner who cannot carry a resolution.

When is a UAE company manager personally liable?

Article 84(1) makes a manager liable to the company, the partners and third parties for fraudulent acts, and for losses or expenses the company incurs through improper exercise of powers, violation of any law in force, breach of the memorandum or appointment contract, or gross error. Critically, any provision in the memorandum or the appointment contract conflicting with that rule is null and void, so indemnity or exculpation clauses do not defeat it. Article 84(2) applies joint stock company director standards to LLC managers.

Can I sue a director or partner on behalf of my UAE company?

Yes, under Article 167, subject to five conditions. The damage must have been caused to the company; you must have been a shareholder when the acts occurred or acquired that status by transfer; you or the claimants collectively must hold at least 10% of capital; you must first have asked the board in writing to bring the claim and had it rejected or unanswered for 30 days; and the papers must include that application and details of your other efforts. Recovered sums go to the company, but legal expenses and attorney fees are repaid to the claimants who paid them.

What percentage do I need to block a decision in a UAE LLC?

More than 25% of the shares represented at the meeting blocks an amendment to the memorandum or a capital increase or reduction, because Article 101(1) requires approval by partners holding at least three quarters of the shares represented. Note the denominator: it is shares represented at the meeting, not total issued capital, so failing to attend can let a resolution pass on much less. Separately, any single partner can block an increase in the partners’ financial obligations, because that requires unanimous consent.

What happens if my UAE company keeps making losses?

Article 308 sets two triggers for an LLC. Once losses reach 50% of capital, the managers must put dissolution to the partners at a general assembly, decided by the majority needed to amend the memorandum. Once losses reach 75% of capital, partners holding 25% of the capital may call for dissolution of the company, which lets a minority force the question regardless of the majority’s preference.

Can a creditor take over a partner’s stake in a UAE LLC?

Not without giving the other partners a chance to buy it. Under Article 81, a creditor enforcing against a partner’s stake may agree the method and terms of sale with the debtor and the company; failing that, the stake is sold at open auction on application to the competent court. One or more partners may then redeem the stake on the same terms as the auction award within 15 days of the award. The same rules apply where a partner goes bankrupt.

How much notice must I get of a general assembly meeting?

At least 21 days. Article 93 requires the notice of a general assembly meeting to be sent at least twenty-one days before the scheduled date, by the notification method set by ministerial resolution, with partners notified by registered letter or through the modern means of technology described in the company’s memorandum. The exception is a meeting postponed for lack of quorum under Article 96.

Can a majority partner who is also the manager approve their own conduct?

No. Article 99 provides that a managing partner may not vote on resolutions to discharge himself from liability for management. Their shares are excluded from that particular vote, which is what stops a controlling partner-manager from using their own majority to sign off their own stewardship.

Official Sources

Information is current as of August 2026. Every article number, percentage threshold and deadline above was read from the official English text of Federal Decree-Law No. 32 of 2021 on Commercial Companies. Four limitations are stated rather than smoothed over. This guide describes the federal onshore regime; companies established in the DIFC and ADGM are governed by those centres’ own companies legislation, and other free zones apply their own companies regulations alongside the federal law, so confirm which regime your entity actually sits under before relying on any threshold here. Several provisions cited, in particular Article 167 on claims against related parties, Article 193 on suspending a general assembly resolution and Article 342 on inspections, sit in the joint stock company parts of the decree-law and reach limited liability companies through Article 84(2) and the decree-law’s general structure rather than by direct application, so take advice on their exact reach before filing. No court fee, expert valuation fee or inspection cost is quoted anywhere in this guide, because the decree-law sets none and each is determined by the court, the Competent Authority or the appointed expert. And the memorandum of association can lawfully change many of the defaults described here, so the company’s own constitutional documents must be read before acting on any of them. The Arabic text of UAE legislation prevails in case of any conflict with an English translation. This is general information, not legal advice.