UAE Commercial Companies Law Amendments 2026
Key Takeaways:
- Free zone companies with mainland branches are now expressly subject to aspects of the CCL.
- Companies may be able to re-domicile between jurisdictions without dissolution under the new Article 15 bis (implementing regulations are awaited).
- Shareholder protections such as tag-along, drag-along and pre-emption rights can now be embedded in constitutional documents under amended Article 14, but this requires a Special Resolution and does not apply automatically.
- A federal framework for non-profit companies has been introduced for the first time, with further regulations pending.
- Businesses should review governance structures and constitutional documents now
Introduction
Federal Decree-Law No. 20 of 2025 has entered its operational phase, introducing the most wide-ranging amendments to the UAE Commercial Companies Law (CCL) in recent years. For business owners, investors, and corporate groups operating across the mainland and free zones, these changes are not merely a legislative update — they represent a material shift in the rules governing how companies are formed, structured, owned, and operated.
What Changed Under Federal Decree-Law No. 20 of 2025?
The amendments address four primary areas: the relationship between free zone entities and the mainland; the mechanism for re-domiciling companies between jurisdictions; the enforceability of shareholder protections; and the creation of a federally recognised non-profit company structure.
Note on implementation status: While the law is in force, certain provisions (including Article 15 bis on re-domiciliation
and the non-profit company framework) are subject to implementing regulations that have not yet been published.
Do The Amendments Apply To Free Zone Companies?
Mainland Branches of Free Zone Entities
The amended CCL now expressly applies to branches and representative offices of free zone entities (including ADGM and DIFC companies) when they carry on activities on the UAE mainland. This codifies the dual-licence regime and removes the regulatory grey area that many businesses had been navigating for years.
Any free zone company operating through a mainland branch must ensure its branch activities, documentation, and governance are fully compliant with the CCL. Assumed exemptions will no longer hold.
Action Required: Free zone companies with mainland branches should conduct a compliance audit of their branch operations against the amended CCL framework and update their constitutional and operational documents accordingly
Can UAE Companies Re-Domicile Between Free Zones And The Mainland?
The newly introduced Article 15 bis allows a company to transfer its registration from one competent authority to another — for example, from a free zone to the mainland, or vice versa — without dissolving and re-incorporating. The company’s legal identity, contracts, licences, and obligations all continue uninterrupted. This is transformative for corporate groups that have historically faced the costly process of winding up one entity and re-incorporating elsewhere. Implementing regulations are awaited, but early planning is strongly advisable.
Note: Groups considering a move between jurisdictions — whether for tax, operational, or ownership
reasons — should begin planning now and seek legal advice on timing once implementing
regulations are published
New Shareholder Rights Under The UAE Commercial Companies Law
Amended Article 14 permits tag-along rights, drag-along rights, pre-emption rights, and deadlock resolution mechanisms to be included directly in the Memorandum or Articles of Association of LLCs and private joint stock companies. Previously, these protections could only be addressed in separate shareholders’ agreements, which are harder to enforce against future shareholders and third parties
It is important to note that these protections are not automatically applied to existing companies. Businesses wishing to
adopt them must pass a Special Resolution to formally amend their constitutional documents.
A Federal Non-Profit Company Structure
For the first time under the federal framework, entities with charitable, cultural, social, or sustainability objectives can be incorporated as non-profit companies under the CCL. These entities may generate revenue but must reinvest any surplus into achieving the organisation’s stated purposes, rather than distributing it to owners or shareholders. Further governance and licensing regulations from the Council of Ministers are expected before this structure is fully operational.
