Share Sale Power of Attorney in UAE

A Share Sale Power of Attorney (POA) is a legal document that allows someone else, known as your Agent, to sell your shares in a company on your behalf.

In the UAE, selling shares usually involves paperwork, government approvals, and in-person signatures. If you're unavailable or based outside the UAE, issuing a Share Sale POA helps avoid delays. With this POA, your trusted representative (such as a lawyer, business partner, or family member) can:

• Sign the share transfer agreement
• Deal with government departments or free zone authorities
• Submit and collect legal documents
• Attend notary appointments or meetings

The POA must mention the authority to sell shares, and it must be notarized and, in most cases, written in Arabic or bilingual format to be legally valid in the UAE.

This makes it an essential tool for hassle-free and legally compliant share transfers when the owner can't be present in person.

A Share Sale Power of Attorney (POA) enables another person (your agent) to legally represent you in selling or transferring shares of a company. Depending on your needs and the transaction structure, there are different types of Share Sale POAs in the UAE. Here's a breakdown:

1. General Share Sale POA

This type of POA gives broad authority to the agent to sell, transfer, or deal with shares in one or more companies. It may include powers such as:

• Negotiating share sale terms
• Signing sale-purchase agreements
• Receiving sales consideration
• Representing before the government or free zone authorities

Use case: Ideal if you're outside the UAE or need someone to handle all parts of the share transfer process.

Important: This type of POA may not be accepted by some government departments or free zones unless it is notarized within the UAE.

To ensure smooth processing, the POA should be clearly worded, specify the authority to sell shares, and be prepared in Arabic or a bilingual format for legal acceptance.

2. Specific Share Sale POA

A Specific POA limits the agent's powers to a particular transaction or company. It includes only what is mentioned in the document, such as selling 100 shares in a specific company to a specific buyer.

Use case: Best for one-time transactions involving a known buyer and a fixed number of shares, where you want to limit the Agent’s authority strictly to that specific sale.

3. Notarized Share Sale POA (UAE Notary Public)

This type of POA is signed before a notary public in the UAE, making it legally valid for use within the country. It is commonly required when the company is based in the UAE mainland or certain free zones.

Use case: When the share sale needs to be processed in the UAE government departments or licensing authorities.

4. Consulate-Attested Share Sale POA (If Issued Outside UAE)

If you are outside the UAE, the POA must be signed before a notary in your country, then attested by:

• The Ministry of Foreign Affairs of your country
• UAE Embassy or Consulate
• The UAE Ministry of Foreign Affairs (MOFA), after arrival

Note: Some free zones may also require additional attestation at their authority desks before accepting the POA.

Use case: For UAE expats or foreign shareholders who can't travel to the UAE.

5. Corporate Shareholder POA

If the shareholder is a company rather than an individual, the company’s authorized signatory can issue a POA to someone else to handle the share sale. However, this POA must be supported by a Board Resolution that officially approves and authorizes a specific person to act on behalf of the company in the share sale process:

• Board Resolution
• Valid Trade License
• Passport/ID of signatory

Use case: Used in corporate group restructurings or when a business entity is selling its stake in a UAE company.

6. Dual-Language POA (English-Arabic)

Since UAE notaries and authorities require Arabic content, the POA must be in both English and Arabic. A dual-language POA ensures clarity for international parties while meeting UAE legal requirements.

Use case: Required for all POAs being notarized in the UAE or submitted to local authorities.

Note: The type of POA you choose depends on your role in the transaction, whether you are inside or outside the UAE, and the requirements of the licensing authority involved.

A Share Sale Power of Attorney (POA) lets someone else handle the process of selling your shares when you can’t do it yourself, especially helpful if you're outside the UAE or simply too busy.

Here’s how it works:

1. You (The Principal): You're the legal owner of the shares and want to sell them, but may not be able to manage the sale personally.

2. Your Agent: You choose a trusted person, like a lawyer, family member, or business partner, to act on your behalf.

3. The POA Document: This is a legal document that we help you prepare. It gives your Agent the authority to carry out the share sale.

4. Powers Granted: Your POA will typically allow your Agent to:

• Negotiate & Agree: Discuss the deal, set terms, and agree on a sale price.
• Sign Documents: Sign the share transfer forms, sale agreements, and any other required paperwork.
• Receive Payments: Accept payment for the shares on your behalf (which should then be passed to your account).
• Liaise with Companies: Communicate with the company whose shares you are selling or any share registrar involved.
• Complete the Transfer: Ensure the shares are officially transferred from your name to the buyer’s name.
• Represent You: Attend and act on your behalf before any relevant government departments or licensing authorities.

5. Agent Acts for You: Once the POA is legally valid and notarized, your Agent can act as if you were there, handling everything needed for the share sale.

6. You Get the Money: Even though your Agent manages the process, the sale proceeds still go to you.

Important Note: The POA does not transfer ownership by itself. It only gives authority to carry out the sale. For the transfer to be legally complete, it must be recorded with the company or the proper licensing/government authority.

Using a share sale POA is very useful for many reasons:

• Convenience: You don't have to be in the UAE for every part of selling your shares. Your Agent can handle it all for you.
• Saves Time: It makes the process faster. Your Agent can act quickly without waiting for you to travel or send papers from far away.
• Expert Handling: You can pick an Agent who knows about UAE laws or business, like a lawyer. This helps ensure everything is done correctly and smoothly.
• Legal Safety: A notarized and attested share sale power of attorney draft is a strong legal document. It makes sure that all actions your Agent takes are legal in the UAE.
• Flexibility: It allows you to sell your investments in UAE companies even if you are an international investor.
• Clear Authority: It clearly shows that your Agent has the legal right to sell your shares, avoiding any confusion or delays.

These are the clear benefits of share sale power of attorney: ease, speed, and security for your investments.

Many people and businesses find a share sale POA very helpful:

• Overseas Investors: If you live outside the UAE but own shares in a UAE company that you want to sell.
• Busy Business Owners/Leaders: If you don't have time to manage the share sale yourself.
• Elderly Individuals: If you need help with financial matters.
• People with Health Issues: If you are unable to travel or manage the process yourself.
• Companies: When a company wants to sell its shares, it can authorize someone (usually through a board resolution) to carry out the sale.
• Co-owners: If a group of people owns shares together, one person can be given the authority to handle the sale on behalf of everyone.

Simply put, anyone who needs a trusted person to complete a share sale for them in the UAE can benefit from this POA.

When using a share sale POA in the UAE, it's good to keep some legal points in mind:

• Be Specific: The more details your POA has about which shares to sell, in which company, and even to whom (if known), the safer it is. A POA that is too general can be risky.
• UAE Law: The POA must follow the UAE Civil Code (Federal Law No. 5 of 1985) and relevant company laws. If not properly drafted, it may be rejected by authorities.
• Notarization and Attestation: These steps are very important to make the POA legally valid in the UAE, especially if it's made outside the country.
• Trust Your Agent: Choose your Agent very carefully. This person will have the legal power to sell your valuable shares.
• Clear Powers: The POA should clearly say what the Agent can do and, sometimes, what they cannot do.
• Financial Scope: The POA usually focuses only on the share sale. It won't give your Agent access to your bank accounts unless you give separate banking powers (which is usually not part of a share sale POA).
• Review Carefully: Always read the share sale power of attorney draft very carefully before it's finalized and signed.

Safe Ledger ensures your share sale POA is legally sound and protects your financial interests.

To give you a clear idea, here's a list of the main documents required for the share sale power of attorney:

For the Person Giving the Power (The Principal: who owns the shares):

If the shares are held by a company or jointly owned, a resolution authorizing the share sale and issuance of POA may be required.

• Valid Passport Copy: A clear copy, showing your photo and signature.
• UAE Visa Page Copy & Emirates ID Copy: If you live in the UAE.
• Contact Information: Your full address, phone number, and email.
• Details of the Shares to be Sold:
  • Full name of the company whose shares you want to sell.
  • Type of shares (e.g., common shares, preference shares).
  • Number of shares to be sold.
  • Your existing share certificate or proof of ownership.
  • Name of the buyer (if known) or details of the stock exchange/platform.

For the Person Receiving the Power (The Agent):

• Valid Passport Copy: A clear copy, showing their photo and signature.
• UAE Visa Page Copy & Emirates ID Copy: If they live in the UAE.
• Contact Information: Their full address, phone number, and email.

Important Note: All documents must be clear and readable. If any document is not in Arabic, it will need a certified legal translation for official use in the UAE.

Getting your share sale POA ready in the UAE involves several important steps. SafeLedger guides you through each one to make it simple:

Step 1: Required Documents

First, we’ll guide you through what’s needed to get started. For a full list, refer to the "Essential Documents for Share Sale Power of Attorney" section above. This includes identity proofs for both you and your agent, plus details of the shares being sold.

Step 2: Share Sale POA Drafting

Our legal experts will prepare a precise share sale power of attorney draft in both English and Arabic. It will clearly state what your Agent can do, making sure it exactly matches your needs for selling shares. We ensure the share sale power of attorney format is correct and legally strong.

Step 3: Notarization

This is a very important step to make the POA legal in the UAE. The POA must be signed in front of a Public Notary.

• If you are in the UAE: You (and your Agent if required) will sign the POA in person at a Public Notary office.
• If you are outside the UAE: We’ll guide you through getting the POA signed and notarized in your home country. Usually, you’ll sign it before a local Notary Public, get it attested by your Ministry of Foreign Affairs, and then by the UAE Embassy or Consulate.

Note: If your country is part of the Hague Apostille Convention, an apostille is enough. If not, full consular attestation is required.

Step 4: Attestation

If the POA was signed outside the UAE, it will need more official stamping (attestation) by the UAE Ministry of Foreign Affairs (MOFA) once it arrives in the UAE. This step is called the share sale power of attorney attestation.

Step 5: Translation

For official use in the UAE, all legal documents must be in Arabic. If your POA was first written in English (which we do for your understanding), a certified legal translation will be prepared. This is part of the share sale power of attorney translation requirements.

Understanding how long your share sale POA is valid and how you can manage it is crucial.

• Validity Period of Share Sale Power of Attorney:

A share sale power of attorney usually remains valid:

1. Until the Task is Done: It typically stays valid until the specific share sale it was made for is completed.
2. For a Set Time: You can also choose to put an end date in the POA itself (e.g., "valid for 3 months" or "valid for 1 year").
3. Until You Cancel It: You always have the right to cancel the POA at any time, as long as you are mentally able.
4. Upon Death: The POA automatically stops being valid if you (the Principal) or your Agent passes away.

• Renewal of Share Sale POA:

There isn't a standard "renewal" process like with a yearly permit. If the share sale takes longer than expected, or if your POA had an expiry date that has passed, you would typically need to create a new share sale POA. This new POA would replace the old one and give fresh powers. We can guide you through this process.

• Cancellation of Share Sale POA:

You can always cancel a share sale power of attorney if your plans change or you no longer trust your Agent. This is your legal right to control your assets.
Steps to cancel a POA generally involve:

1. Draft a Revocation/Cancellation Document: A formal legal document stating you want to cancel the old POA. It should mention the details of the original POA (date, names).
2. Notarization: This cancellation paper must also be signed and officially stamped by a Public Notary in the UAE. If you are outside the UAE, the same attestation steps apply.
3. Tell Your Agent: It's very important to tell your Agent (the person whose power you are cancelling) right away, in writing.
4. Tell Others: You must also tell any companies, banks, or government offices that received a copy of your original POA. This stops your old Agent from acting for you anymore.

This process ensures that the cancellation of the share sale power of attorney is legally complete.

While a share sale POA makes things easier, some challenges can arise if not handled properly:

• Incorrect Drafting: A poorly written POA might not be accepted by the company or authorities, causing delays.
• Missing Attestation: If the POA is from outside the UAE and not properly attested, it will be rejected.
• Outdated Information: If the POA refers to old share details or company names, it might not be valid.
• Bank Requirements: Some banks or financial institutions might have their own extra rules for accepting a POA for financial transfers related to share sales.
• Disputes with Agent: If you lose trust in your Agent, you must cancel the POA immediately and correctly.
• Company Specific Rules: Some companies might have their own rules or forms for share transfers, which your Agent needs to follow.