Financing and fundraising advisory in the UAE
We will settle which funding route your company may lawfully use, what each one creates for the people already inside it, and what has to be approved before any money moves.
Pre-emption window
Окно преимущества
30 days
30 дней
Capital change
Изменение капитала
three quarters
три четверти долей
Statutory reserve
Обязательный резерв
5% of net profit
5% чистой прибыли
When you need financing and fundraising advice
A term sheet arrived to be signed
The economics were agreed over a call and the paper came from the other side. What it creates for existing owners is decided in its clauses.
You are about to announce the round
How an opportunity is announced can bring the Capital Market Authority (CMA) into the picture, and the rule here reaches announcements made from outside the country too.
A shareholder is putting money in
Money from an owner is either debt or capital, and nobody decides which after the transfer. Silence turns into an argument at the next round.
The capital has to be increased
Changing the constitution and the capital needs a majority you may not have counted, and one kind of change needs every partner.
A partner wants out mid-raise
Selling a stake to an outsider starts a clock in which the other partners may step in first. Ignoring it is how a closing slips a month.
An earlier investor holds consent rights
A term agreed in the last round can quietly veto this one. Those rights are read before the new paper is drafted, and not discovered inside it.
What financing and fundraising support covers
Money can arrive by several routes and they are not interchangeable. The legal form of the company decides which instruments it may issue, who approves them and what each one does to the people already inside. The label on a term sheet decides none of that.
Checking a target or preparing to be checked is legal due diligence; putting your own papers in order before an investor arrives is pre-investment preparation.
What you get
- The route named and justified
- Approvals in the right order
- Existing owners’ rights respected
- Instrument terms that match
- A closing checklist that holds
Four routes and what each creates
New capital
Shares or interests are issued, the register changes and everyone inside is diluted. It needs the approval the law reserves for changes to capital, and the register has to end up saying what the deal says.
Money from an owner
A shareholder loan is debt: it needs repayment terms, ranking, and a decision about whether it can turn into equity later.
Third-party lending
A lender brings covenants, security and consent rights, and the security has to attach to something the company actually owns.
A right to equity later
A convertible defers the ownership question without removing it. The conversion mechanics and the approvals it will need are agreed now.
What the law fixes for you
- Only a public joint stock company may offer securities for public subscription, and no company or person inside the country, in a free zone or abroad may publish an invitation to subscribe here without the authority’s prior approval.
- A partner selling to an outsider notifies the others through the manager, and each of them has 30 days to take the interest at the agreed price; after that the seller is free.
- Amending the constitution or changing the capital needs partners representing at least three quarters of the interests represented at the meeting.
- The financial obligations of partners cannot be increased at all except by their unanimous consent.
- 5% of net profit goes to a statutory reserve every year until the reserve reaches half the capital.
Formats of work
One round, start to close
From the route decision through the approvals to the money arriving and the register showing what it should.
The instrument only
Terms already agreed commercially, drafted or reviewed against what the company may actually issue.
Before you announce
A short read of how you plan to reach investors, and of what that channel brings into scope before anything is sent.
Sources: public subscription and advertising — article 32; the pre-emption notice and the 30 days — article 80; the three quarters and the unanimity — article 101; the statutory reserve — article 103 of Federal Decree-Law 32 of 2021.
Stages of work
What the money is for — 1 week.
Amount, purpose, timing, what you can repay and what ownership you are willing to give up. The route follows these answers, and so does the list of approvals.
What the company may actually issue.
Legal form, constitution, current capital, existing debt and any restriction an earlier investor or lender put in. This is where half the shortlist closes.
The channel you plan to use.
Who you will approach, how and from where. The rule on inviting subscription reaches a communication made here even when it starts elsewhere.
The instrument, written to match.
Economics, governance, information rights, conversion, security and exit are drafted so the term sheet, the constitution and the final document say one thing.
Approvals in sequence.
Partners, managers, lenders and any authority whose consent is required, taken in the order that does not force a step to be redone.
Closing and the register.
Funds move, the instrument is issued, the register and the books are updated, and the reporting the new investor is owed starts on a date you both know.
Our work around deals sits in M&A & Fundraising.
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