LLCs gain share-class and capital-raise tools under 2025 Commercial Companies amendments

Federal Decree-Law No. (20) of 2025 amended the Commercial Companies Law, effective 15 October 2025. The changes move several tools previously available only to joint-stock companies or offshore entities into mainland LLCs. Key amendments include: LLCs may now issue different classes of shares with different voting, dividend, liquidation and redemption rights. Drag-along and tag-along rights, and succession provisions, can be written into an LLC's memorandum or articles of association. Private joint-stock companies may now raise capital by private placement on a UAE financial market under securities regulator rules. The lock-up on founders' shares in a private joint-stock company has been relaxed. Converting an LLC into a joint-stock company is now simpler. Companies can re-domicile between emirates, free zones and mainland without liquidation. Share classes must be set out in the memorandum of association and recorded in the commercial register. The memorandum can now address exits and succession, allowing remaining partners or the company to buy shares on a shareholder's death at an agreed or court-determined value. Independent directors can be appointed by the licensing authority for a limited period if shareholders cannot agree on board appointments.