UAE: How to exit a company and transfer your shares as a partner

Question: I am a partner in a private company, and I am also a manager in the company with an internal contract that specifies my salary and all my other rights. This internal contract is not registered with the Ministry of Labour and my residency is not issued by the Ministry of Labour. I have not received my salary for more than 6 months. I have submitted my resignation from work and also asked the partners to buy my shares in the company, but they are refusing. My question: what is the appropriate legal procedure to take to exit this partnership, sell my shares in the company, and also obtain my overdue salaries and other labor rights? Please advise

Answer:  Any partner may assign or pledge his shares in the company to any other partner or to a third party. He may also apply to the court, if the duration of the partnership is fixed, to authorise his retirement from the partnership if he gives adequate reasons for his request as per Article 677of the Civil Transaction Law and such share shall be estimated according to its value as at the date of introducing the case in court.

Assignment or pledge shall be made in accordance with the terms of the MOA of the Company. The partner according to Article 80 of the Federal Decree Law No. (32) Of 2021 on Commercial Companies, shall notify the other partners through the manager of the Company of the assignee or purchaser and the terms of the assignment or sale. The manager shall then notify the partners as soon as he receives the notice.  Each partner may request redemption of the share within thirty [30] days of the date on which the manager is notified of the agreed price. In case the price is a matter of disagreement, the share price shall be assessed by one or more experts having technical and financial experience in the subject of the share and nominated by the Competent Authority, based upon a request of the applicant for redemption and at the latter’s expense. If the right of redemption is exercised by more than one partner, the share [s] offered for sale shall be divided among such partners in proportion to their respective capital contributions. If the mentioned 30 days expire without any partner exercising the right of redemption, the concerned partner shall be entitled to freely dispose of his share”.

Regarding your rights and dues, and since your contract is not registered with the Ministry of Labour, then you have to file a case in front of the civil court against the company to recover them in addition to any other rights you may have as a partner in the company.