Company Liquidation in Dubai and the UAE (2026): Mainland and Free Zone Process, Costs, Timelines and Every Scenario

In short: As of October 2026, liquidating a Dubai mainland LLC means DET fees of AED 4,060 (AED 520 to register the dissolution, AED 1,020 to cancel the licence, AED 2,520 to dissolve), a liquidator, notices in two Arabic newspapers and a 45-day creditor period. A solvent LLC with no visas usually costs AED 14,560 to 16,560 in total.

To liquidate a mainland company in Dubai, the partners sign a notarised resolution appointing a liquidator, a registered auditor who has not audited the company in the last 5 years, and DET registers the dissolution for AED 520. A notice then runs in two Arabic newspapers and creditors get 45 days to object. Inside that window, staff are paid, work permits and visas are cancelled, and VAT deregistration is filed within 20 business days of the last taxable supply. DET then cancels the licence (AED 1,020) and dissolves the company (AED 2,520), so DET’s fees total AED 4,060. Corporate Tax deregistration is due within 3 months of liquidation. Free zones run their own versions with their own fees.

This guide is written for owners, partners, managers and finance teams who need to close a UAE company properly, and for the accountants and PRO officers who do the work. It covers the Dubai mainland in full, the main free zones one by one, Abu Dhabi and Sharjah in summary, and the situations that make a closure hard: a partner who will not sign, an owner abroad, unpaid debts, staff who cannot be found and licences that expired years ago.

Every fee, deadline and article number below was checked against an official source on 6 October 2026. The DET fees, the 45-day notice, the ADGM strike-off rules, the FTA deregistration deadlines and every source link were re-checked on 10 October 2026, and every authority fee in the jurisdiction finder and the calculator was re-checked on the authorities’ own websites on 15 October 2026. The sources are listed at the end. Where an official page and the law disagree, we say so and tell you which one the counter will apply. Where an authority does not publish a figure, we say that too, rather than guessing.

Liquidation, deregistration, strike-off, cancellation: what do the words mean?

Liquidation is the process of collecting a company’s assets, paying its debts and distributing the rest, while deregistration is the result, when the registrar removes the company from the register; a strike-off and a licence cancellation are separate acts with their own effects. People use these terms as if they were the same thing. They are not, and the difference decides what you have to do and what you still owe afterwards.

Liquidate, deregister, go dormant or sell: which exit fits?

Liquidation fits a solvent company whose owners want it closed for good; selling the shares suits a business with a buyer, a DET licence suspension suits a pause, and sole establishments are usually deregistered without a liquidator. Before choosing a liquidator, check that liquidation is the exit you need. Owners often pay for a full liquidation when the business could be sold, or walk away from a company that should have been closed. The four realistic options compare like this.

Selling, merging or moving the company is covered in scenario 10. If the company cannot pay its debts, none of these routes is safe; read when voluntary liquidation is the wrong route first.

Which closure route applies to your company?

The closure route for your company depends on three questions: who licenses the company, what legal form it has, and whether it can pay all its debts. Answer them before you spend a dirham, because a sole establishment that hires a liquidator pays for a step DET does not ask for, and an insolvent LLC that starts a voluntary liquidation can expose its liquidator to personal liability.

Company liquidation by jurisdiction: Dubai mainland, free zones, DIFC, ADGM, Sharjah and Abu Dhabi

Who closes your company, whether you need a liquidator, how long the creditor notice runs and what the authority charges all depend on where the company is licensed. Each card below was checked on the authority’s own website on 15 October 2026 and links to that page. Where an authority does not publish a fee or a step, the card says so instead of guessing; those figures are confirmed on quotation. Our own fee is the same everywhere: AED 3,000 for a mainland LLC, AED 2,500 for a free zone company, plus AED 400 per visa.

Dubai mainland

Dubai free zones: DMCC, JAFZA, DSO, DAFZA, IFZA, DWTC, Meydan, DDA, Dubai South

DIFC and ADGM: winding up and strike-off

DIFC and ADGM run their own common-law style insolvency regimes with their own registrars. A members’ voluntary winding up needs a declaration of solvency and a registered insolvency practitioner; a voluntary strike-off is a cheaper exit for a company that has stopped trading and has no liabilities.

RAKEZ, Sharjah, Ajman and Abu Dhabi

Company liquidation cost calculator

Pick where the company is licensed and how many residence visas are still on it. The calculator adds our fixed fee, the authority fees we could verify on the authority’s own site, and, for a Dubai mainland LLC, the typical third-party range from our quotations. Anything an authority does not publish is shown as “confirmed on quotation” rather than guessed. It works without JavaScript too: press Calculate.

What does the law actually say about liquidating a company in the UAE?

Mainland companies are governed by Federal Decree-Law No. 32 of 2021 on Commercial Companies, in force since 2 January 2022 and last updated on the federal legislation portal on 1 October 2025 (the amending law, Federal Decree-Law No. 20 of 2025, added re-domiciliation and share classes, and does not appear to have changed the liquidation articles). Some pages still quote Federal Law No. 2 of 2015. That law was repealed, and the 45-day period people quote from it now survives only in DET’s practice.

Three other laws matter. Civil companies have been governed since 1 June 2026 by the new Civil Transactions Law (Federal Decree-Law No. 25 of 2025), whose Articles 624 to 634 cover dissolution, a liquidator appointed by a majority of partners, and division of the assets. Insolvent companies fall under Federal Decree-Law No. 51 of 2023 on Financial Reorganisation and Bankruptcy, in force since 1 May 2024. Free zone companies are governed by their own zone’s regulations, and several of them (the DIEZA zones, for example) state that the Commercial Companies Law does not apply.

Who can act as your liquidator?

For a Dubai mainland LLC, your liquidator must be a registered auditor who has not audited the company in the last 5 years; free zones set their own rules, such as a member of a recognised professional body in DMCC or one or more auditors in JAFZA. This is the most expensive single choice in the process and the rules differ more than most guides admit.

In what order must everything be closed? The dependency chain

Everything must be closed in this order: pay staff, cancel work permits at MOHRE, cancel residence visas, cancel the establishment card, and only then close the licence and the company. Most failed closures are not caused by a missing document. They are caused by doing the right things in the wrong order. Each step below unlocks the next one, and some steps cannot be undone without cost.

How do you liquidate an LLC on the Dubai mainland, step by step?

You liquidate a Dubai mainland LLC in two DET phases: register the dissolution and liquidator (AED 520), publish notices in two Arabic newspapers and wait 45 days for creditors, settle staff, visas and tax, then cancel the licence (AED 1,020) and dissolve the company (AED 2,520). This is the full DET route for an LLC or any other commercial company. It is also the route most people mean when they search for company liquidation in Dubai. The steps follow DET’s published “Request for cancellation of trade licence” service, with the legal basis for each.

How do you close a sole establishment, a civil company or a branch in Dubai?

A Dubai sole establishment or civil company is closed through DET without a liquidator or newspaper notice: a sole establishment needs MOHRE labour card cancellation, and a civil company a notarised termination contract as well. These are the closures that cost far less than an LLC liquidation, because DET does not ask for a liquidator or a newspaper notice for most of them.

A foreign company leaving the UAE register completely goes through MoET’s “Foreign Company Cancellation” service: a board-approved request, the original registration certificate, proof that the national agent contract has ended, and an announcement in two daily local newspapers, one in Arabic, inviting creditors to object. MoET issues the final decision one month after the announcement and releases the bank guarantee after publication. For setting up and running a branch, see our branch of a foreign company in Dubai guide.

What if the licence expired more than two years ago?

If the licence expired more than two years ago, DET has a separate cancellation route, built for companies whose partners are gone or cannot be found. DET publishes a separate route for this, and almost no guide explains it. It exists for companies where the partners are gone or cannot be found.

• Phase 1: an undertaking from the local partner that they are liable for the company’s debts; documents supporting the reason for cancellation, such as proof that a partner has been outside the country for more than six months or that their whereabouts are unknown; an announcement in widely circulated Arabic newspapers for one day, with a 15-day period for creditors; and an undertaking that the company has no recorded liabilities, taking full responsibility for that statement (the form is available at service centres).
• Phase 2: the original newspaper and MOHRE labour card cancellation.

The trade-off is plain: the process is shorter, but someone signs a personal undertaking for the company’s debts. Before using it, check what has built up while the licence was dead. The fines for not renewing are covered in our guide to expired trade licence fines in Dubai.

How does company liquidation work in Abu Dhabi and Sharjah?

Company liquidation in Abu Dhabi runs through the TAMM “Cancel Economic Licence” service, and in Sharjah through the Sharjah Economic Development Department (SEDD), which applies a 45-day newspaper advertisement to LLCs and sole proprietorships alike.

Abu Dhabi. Mainland licences are cancelled through TAMM (“Cancel Economic Licence, Commercial”). The service lists a certificate of acceptance of the liquidator, a court decision where one applies, the initial service agent contract termination, and the meeting minutes on the liquidation. The steps are: log in with UAE PASS, submit, pay the newspaper announcement fee, obtain external approvals after the objection period, pay the cancellation fees (including the ICP establishment card cancellation) and receive the cancellation certificate. TAMM states a duration of 30 working days and shows fees “varying as incurred”.

Sharjah. The Sharjah Economic Development Department (SEDD) applies a 45-day newspaper advertisement to both LLCs and sole proprietorships being liquidated, and asks for a letter from the auditor accepting the liquidation, approved partners’ minutes, and establishment card cancellation. Simply cancelling a commercial licence needs a 7-day advertisement. SEDD publishes a cancellation declaration fee of AED 350, a commercial registration clearance fee of AED 500 (licence expired under a year), AED 1,000 (one to two years) or AED 1,500 (over two years), and 25% of the licence fees due plus delay penalties, capped at AED 3,000 per licence.

How do you liquidate a free zone company? Zone by zone

You liquidate a free zone company under that zone’s own regulations and portal, and the published closure fees checked on 15 October 2026 run from nil (a DIFC winding up) to AED 5,000 plus a AED 1,500 advert (JAFZA). Every free zone writes its own rules. Some run a formal liquidation with a liquidator and a long notice, some a quick deregistration through the portal, and a few publish almost nothing. If your zone is not listed, its own regulations and portal are the only reliable source.

For a one-screen summary of every zone, with the fee and a link to the official page, use the jurisdiction finder above. The detail for each zone follows.

DMCC

DMCC’s guidance notes (version 4, May 2026) set out four ways to wind up: summary (the directors declare it can be done within 6 months), solvent (within 12 months), insolvent voluntary (with a liquidation committee of 3 to 5 members) and by court. You raise a service request on the portal, choose the mode, add the liquidator, upload documents and pay. After pre-approval, signatories e-sign, originals go to the Member Engagement Centre, all visas, access cards and permits are cancelled, DMCC publishes the notice for 14 calendar days, and the liquidator files the final liquidation report. DMCC then issues an e-termination letter. The fee is AED 4,015 for a company winding up, AED 2,015 for a company that never received a licence, and AED 2,835 for each lost certificate. The documents include a declaration of solvency, the shareholders’ resolution, a certificate of incumbency for corporate shareholders, customs clearance for trading and industrial licences and an NOC from any other regulator. A voluntary winding up needs a unanimous general meeting resolution unless the articles provide otherwise (Article 101). Read our DMCC company guide for how the licence is structured.

JAFZA

JAFZA’s Companies Implementing Regulations 2016 require one or more auditors as liquidators (reg. 105.1) and publication in two local dailies, one Arabic and one English, with at least 45 days for objections (reg. 106.2). The distribution order puts JAFZA’s own dues first, then liquidation costs, creditors and shareholders. The Company Termination service runs through the Dubai Trade portal and lists the liquidator’s licence, a lease termination form and the keys, and clearances from Finance, RTA, the visa section, DEWA (warehouses and plots), Customs and Etisalat. FZE and FZCO companies also return the original certificate of formation and share certificates. JAFZA quotes AED 5,000 plus AED 1,500 for the advertisement, plus VAT, and 21 working days. See the JAFZA company guide.

Dubai Development Authority zones

Dubai Internet City, Dubai Media City, Dubai Knowledge Park, Dubai Science Park, Dubai Studio City and the other DDA zones use the “Deregistration (FZ-LLC)” service on the AXS portal. The general manager applies with a notarised members’ resolution (embassy-attested where a member is a company), a letter of confirmation from the auditor, English and Arabic newspaper adverts and customs clearance where applicable. DDA’s advert template gives creditors 45 days. The fee is AED 1,500 (AED 1,000 for in5 companies) plus AED 20, and DDA states 4 working days once the file is complete. Ignoring a DDA deregistration notice carries a fine of AED 7,500. See the Dubai Internet City guide and Dubai Media City guide.

DAFZ, Dubai Silicon Oasis, Dubai CommerCity and IFZA

These zones sit under the Dubai Integrated Economic Zones Authority (DIEZA), whose Implementing Regulations 2023 state that the Commercial Companies Law does not apply. A voluntary winding up starts with a special resolution filed with the Registrar on the day it is passed. One or more auditors must be appointed as liquidators (reg. 108), creditors are notified and a notice is published in an English national newspaper or on a Registrar-approved website with an objection period of at least 45 days (reg. 109), and the Registrar cancels the licence on the final report (reg. 110). DAFZ publishes a list of approved auditors. DIEZA does not publish a deregistration fee. IFZA’s terms state that closing a business must follow the Dubai Silicon Oasis free zone regulation. Watch the lease: DAFZ’s 2026 leasing terms require at least 3 months’ notice of non-renewal (6 months for land) and treat liquidation as an insolvency event. See the guides to DAFZA, Dubai Silicon Oasis and IFZA.

DWTC

DWTC’s De-Registration guide (August 2025) is one of the clearest. Apply on the eServices portal with a board resolution, then upload bank, DEWA and Etisalat or du closure letters, an asset management NOC and the advert, published in English and Arabic for one day. DWTC’s advert template gives creditors 14 days. Pay the AED 3,000 fee and any fines, cancel visas (AED 800 each) and DWTC issues the deregistration letter. A late establishment card cancellation costs AED 100 a month. Under the Company Regulations, a solvent company that can pay its debts within 6 months can use a summary winding up and is dissolved when the Registrar registers the directors’ statement.

Dubai South

Dubai South’s Companies Regulations 2025 allow voluntary liquidation by special resolution with an auditor as liquidator. Creditors are notified by registered mail or electronically, the notice is published on the website or in a local Arabic daily, and the objection period is 30 days. The tariff lists AED 3,500 for a voluntary winding up, AED 500 for cancelling a sole establishment licence and AED 1,245 for establishment card cancellation. The violations code fines a company AED 15,000 for not advertising a winding up and AED 20,000 for not showing “under liquidation” on its correspondence. See the Dubai South guide.

Meydan Free Zone

Meydan’s Companies and Licensing Regulations 2022 offer a shareholders’ voluntary liquidation for a company with no liabilities, or one that can pay them within 6 months. You file the form, a special resolution no older than 30 days, and a statement of solvency signed by every director and manager. No newspaper advert is required for this route. A creditors’ voluntary liquidation needs an Arabic and English advert and a creditors’ meeting. A liquidator must be an individual registered with the Authority. Meydan does not publish its authority fee. See the Meydan guide.

DIFC

DIFC’s handbook (revision 8, June 2026) offers three exits. A members’ voluntary winding up needs a directors’ declaration of solvency made within 5 weeks before the resolution (debts paid within 12 months), a special resolution, three notices on three consecutive days within 14 days, and a registered insolvency practitioner. The company is dissolved 3 months after the final account is sent to the Registrar. Branches (recognised companies) use de-registration instead. A dormant company can apply for voluntary strike-off, which is barred if it traded, changed its name or disposed of property in the previous 3 months, and takes effect 3 months after the Registrar’s notice. The fee schedule shows nil for winding up and de-registration and US$200 plus AED 20 for strike-off. Books must be kept for 6 years after a strike-off, and liability continues. See the DIFC guide.

ADGM

ADGM offers a strike-off with notice, and a simplified strike-off with a prescribed statement for small companies (turnover up to US$13.5 million and up to 35 employees) with no employees and all creditors paid. The Companies Regulations set the notice at 2 months for both; the Registration Authority’s web page still says 3 months for the first route, so allow 3. The strike-off fee is nil. A members’ voluntary liquidation needs a declaration of solvency, a special resolution, a notice within 7 days and an individual liquidator registered under the Insolvency Practitioners Rules. Dissolution follows 3 months after the final account. See the ADGM guide.

RAKEZ

RAKEZ’s de-registration service (co-working or physical facility) asks you to cancel employee visas first, apply in the RAKEZ 360 portal with a resolution signed by all shareholders, the general manager’s resignation acknowledging dues paid and termination of any local service agent agreement, then pay the invoice. A physical facility needs an inspection and clearances including RAK Customs, utilities, telecoms, Civil Defense and the bank where there is a mortgage or security interest. RAKEZ publishes a 14-day newspaper notice, 5 working days of processing, and a fee of AED 3,000 (AED 4,500 for an industrial licence). Its 2017 de-registration checklist, still online, warns of AED 50 a day if the company is not de-registered within the licence validity, and AED 1,100 if immigration is not closed before expiry. RAKEZ’s renewal help pages say there is no grace period and licences cannot be frozen. The 2023 Companies Regulations still describe an auditor-liquidator and a 45-day notice in two papers for a formal winding up, so ask RAKEZ which applies to your file. See the RAKEZ guide.

SHAMS, SAIF Zone, Hamriyah, Ajman, Fujairah and SPC

SHAMS (Sharjah Media City) adopted Companies Liquidation Regulations in 2024. A solvent shareholders’ voluntary liquidation needs a 75% special resolution no older than 30 days and a solvency statement signed by every director and manager, with no newspaper notice. SHAMS charges AED 200 a month for late renewal after a 30-day grace period and holds an AED 2,100 deposit on the last shareholder’s visa cancellation. After cancellation, the same owners wait 1 year to open again if the company had visas, or 6 months if it had none. SAIF Zone asks for 90 days’ notice from acceptance (or immediate closure if the lease and licence have already expired), an auditor’s liquidation certificate for FZE and FZC companies, an AED 500 notice in two dailies and, where it applies, AED 5,000 “in lieu of late liquidation”. Hamriyah charges AED 1,500 for the Arabic and English termination notice plus notice-period rent of 1 month (office), 3 months (warehouse) or 6 months (plot), and requires a Sharjah-licensed accountant as liquidator. Ajman Free Zone cancels through its customer portal: once the company is under cancellation, employee visas, the establishment card and investor visas are cancelled, a newspaper announcement runs for 14 days, and AFZ publishes a licence cancellation fee of AED 2,500. Fujairah Free Zone‘s 2024 company closure form lists clearances from customs, telecoms, post, vehicles, the bank, FEWA and the Federal Tax Authority, plus a newspaper advert. SPC Free Zone publishes no closure procedure or fee.

If you are closing one company to reopen in another zone, our Ajman free zones comparison and SRTIP guide set out current setup prices.

What happens to visas, the bank account, VAT, Corporate Tax, WPS, Ejari and gratuity?

When a company is liquidated, staff visas are cancelled before the establishment card, VAT deregistration is due within 20 business days of the last taxable supply, Corporate Tax deregistration within 3 months, and the bank account stays open until the final payments. A liquidation is really a chain of smaller closures, each with its own owner and deadline. This is the short version; the sections that follow give the detail and sources.

Details: employees, VAT and Corporate Tax, and customs, Chamber, UBO and bank.

What do you owe your employees when the company closes?

When the company closes you owe employees their wages, end-of-service gratuity and other entitlements within 14 days (Labour Law, Article 53), and closing without settling those dues carries a fine of AED 100,000 to 1,000,000. This is where closures most often get stuck, and where the penalties are largest. Under Federal Decree-Law No. 33 of 2021 on Labour Relations, permanently closing the establishment ends the employment contract (Article 42(7)), and the same applies on bankruptcy or insolvency (Article 42(8)).

Work out each person’s figure with our gratuity calculator, and read the full rules in the end of service gratuity guide. The visa side, including the right order for dependants, is in how to cancel an employment visa and the residence visa grace period guide.

How do VAT and Corporate Tax deregistration work when you liquidate?

VAT deregistration is due within 20 business days of ceasing taxable supplies and Corporate Tax deregistration within 3 months of cessation or liquidation, each with a late penalty of AED 1,000 a month capped at AED 10,000, according to the FTA. Tax deregistration is the step most guides squeeze into one line. It has its own deadlines, its own penalties and a trap on the assets you still hold.

The liquidator counts as a legal representative under the Tax Procedures Law and must tell the FTA of the appointment within 20 business days (Article 7). Late VAT returns now cost AED 1,000, or AED 2,000 if repeated within 24 months, and late payment carries 14% a year charged monthly, following Cabinet Decision 129/2025, in force since 14 April 2026. A company that never registered for Corporate Tax should read our corporate tax registration guide first, because the FTA will not deregister a company it has not registered.

Which other registrations must be closed?

Besides the licence, a liquidating company must close its Dubai Customs business code, Dubai Chamber membership, beneficial owner registers, bank accounts, tenancy, utilities and vehicles, each with its own clearance.

More detail on the customs code is in the Dubai customs code guide, on the Chamber in the Dubai Chamber membership guide and on the beneficial owner rules in the UBO register guide.

How much does company liquidation cost in Dubai?

A company liquidation in Dubai has three kinds of cost, and good quotes keep them apart: government fees (fixed and published), third-party costs (notary, newspapers, the liquidator’s report) and the service fee of whoever runs the file. Only the last one changes from one provider to the next.

Limited company (LLC) liquidation cost: the full breakdown

For a solvent Dubai mainland LLC with no visas left, the total usually lands between about AED 14,560 and 16,560. That is our fixed AED 3,000, DET’s published AED 4,060, and AED 7,500 to 9,500 of third-party costs. Each visa still on the company adds AED 400 to our fee, plus the government cancellation fee.

What the cost of company liquidation services covers. Our fixed fee covers the shareholders’ resolution, the DET dissolution and cancellation applications (or the free zone’s deregistration request), the newspaper notice, closing the MOHRE and immigration files, and coordinating the independent liquidator. It does not cover the liquidator’s own fee, which you agree with the liquidator and pay at cost. If you want us to review a specific file before you decide, for example one with fines, a labour case or a partner abroad, you get a fixed quote in writing before you pay.

Official fees for a Dubai mainland LLC

DET’s three published fees add up to AED 4,060. DET’s fee page also lists payment channels that no longer exist, so treat the voucher printed at the service centre as the final word. The fines that can be added for an expired licence are explained in our expired trade licence guide.

An illustrative example: two-partner Dubai mainland LLC, no disputes

This is an illustrative scenario, not a specific client’s file. It uses the line items of a MIRDXB PRO quotation for an LLC liquidation (October 2026), with the DET lines at DET’s published rates, re-checked on 15 October 2026, and our fixed service fee from our 15 October 2026 price list. Every government and third-party line is passed on at cost with receipts.

What moves the figure: the value stated in the notarised minutes (which drives the 0.5% notary fee), how many partners sign, how many staff and visas are still open, whether DET wants notices in two newspapers, whether the licence has expired, any customs audit, and the liquidator’s fee. Visa cancellations, MOHRE fines, overstay fines and unpaid VAT or Corporate Tax are added at cost if they exist. If you would rather hand the whole file over, this is part of our PRO services in Dubai.

Free zone authority fees compared

Every zone’s published closure fee, checked on 15 October 2026, is on its card in the jurisdiction finder. In short: DMCC AED 4,015 + AED 20, JAFZA AED 5,000 + AED 1,500 advert (+5% VAT), DWTC AED 3,000, Dubai South AED 3,500, RAKEZ AED 3,000 (industrial AED 4,500), Ajman Free Zone AED 2,500, DDA zones AED 1,500 + AED 20, DIFC nil for a winding up and US$200 + AED 20 for a strike-off, ADGM US$0 for a strike-off, SAIF Zone AED 500 for the notice, and Hamriyah (checked 6 October 2026) AED 1,500 for the notice plus 1 to 6 months’ notice-period rent. DSO, DAFZA, IFZA, Meydan, SHAMS and SPC publish no closure fee.

How long does company liquidation take?

Company liquidation of a clean Dubai mainland LLC takes about 45 to 60 days, because the 45-day creditor notice sets the minimum. No law sets a deadline for finishing a liquidation (Article 328). The minimum is set by the notice periods. The table shows the official waiting times and our estimate of a realistic range for a clean file.

1. Week 0Resolution and liquidatorPartners sign the notarised resolution naming the liquidator; documents signed abroad need attestation first.
2. Week 1DET Phase 1 and the newspaper noticeAED 520 certificate of dissolution; the notice runs for one day in two Arabic newspapers.
3. Weeks 1–7The 45-day creditor windowPay staff, cancel work permits and visas, cancel the customs code, file VAT deregistration within 20 business days of the last taxable supply.
4. Weeks 7–9Final account and DET Phase 2Liquidator’s final report, no-objection declaration, licence cancellation (AED 1,020) and dissolution (AED 2,520).
5. Within 3 monthsCorporate Tax deregistrationApply with financial statements to the cancellation date; the FTA decides within 40 working days.

The weeks are an illustrative plan for a clean file, not a promise: they move with the notary, the newspapers, staff and the FTA.

For a solvent two-partner LLC with a valid licence and cooperative staff, 45 to 60 days is realistic, because the 45-day notice is the long pole and everything else runs inside it. Disputes, missing partners, insolvency or years of unpaid fines can stretch that to many months. In free zones, JAFZA quotes 21 working days once requirements are met, DDA 4 working days for processing, RAKEZ 5 working days plus a 14-day notice, and DIFC and ADGM dissolve a company 3 months after the final account.

Company liquidation scenarios: what to do when it is not straightforward

These are the situations that stop closures in practice. Each one gives the rule, the practical route and the risk, with the source.

1. A partner refuses to sign or cannot be reached

The rule. A voluntary dissolution of an LLC needs every partner’s agreement unless the memorandum sets a smaller majority (Article 302(5)). The 75% majority that people quote applies to amending the memorandum (Article 101) and to the losses route (Article 308), not to an ordinary dissolution. DMCC also requires a unanimous resolution unless the articles say otherwise.

The route. Check the memorandum first. If losses have reached half the capital, the managers must put dissolution to the general assembly and it passes at the majority needed to amend the memorandum; a second meeting is valid whoever attends (Article 96). Otherwise, since 1 June 2026, any partner can ask the court to dissolve the company where another partner fails to perform or causes substantial harm (Civil Transactions Law, Article 627), and the court appoints the liquidator (Article 316(2)). Selling your stake is the other exit: the other partners have 30 days of pre-emption, then you may sell (Article 80). For a licence expired over two years where a partner has been abroad more than six months or cannot be found, DET’s special route accepts proof of that instead.

The risk. Amending the memorandum at 75% just to insert a majority dissolution clause, then dissolving under it, is open to challenge. Do not rely on it without legal advice.

2. A partner or the sole owner has died

The rule. An LLC does not dissolve when a partner dies unless its memorandum says so; the share passes to the heirs (Article 307). A one-person company is dissolved on the owner’s death unless the heirs decide to continue it and appoint a manager within 6 months (Article 306). The liquidator’s job does not end if a partner dies during a liquidation (Article 316(2)). In Dubai, several heirs must nominate one representative, or the court appoints one (Dubai Law 13 of 2011, Article 11).

The route. Obtain the court inheritance determination or probate document, attested if issued abroad. The heirs appoint a representative, are registered as partners, and then vote as in scenario 1. Minor heirs need a guardian with court approval before a notary will act. Employees who have died are an exception to MOHRE’s signature rule, with a death certificate.

3. The owner is abroad and cannot travel back

The rule. Dubai Courts notarises minutes and powers of attorney online for people with a valid Emirates ID through its Smart Electronic Notary, with signing by one-time password. Passport-only holders must appear in person. Documents signed abroad need attestation by that country’s foreign ministry, the UAE embassy and the UAE Ministry of Foreign Affairs, then a certified Arabic translation. A power of attorney costs AED 100 per party plus AED 20 at Dubai Courts.

The route. If the owner still has an Emirates ID, sign remotely. If not, sign a power of attorney before a notary abroad that expressly covers dissolution, liquidation, appointing a liquidator and signing declarations, and have it attested. Once registered, the liquidator represents the company and can do everything the liquidation needs (Article 323), so the owner is needed mainly at the start and for the Phase 2 declaration.

The risk. Powers of attorney are often rejected for narrow wording. Draft it for every step, including bank closure and receiving the surplus.

4. The company has debts, bounced cheques or bank facilities

The rule. All debts become payable on dissolution (Article 324). No partner gets capital back until debts are paid (Article 312(3)). If the company cannot pay its debts, voluntary liquidation is the wrong tool. Federal Decree-Law No. 51 of 2023 lets a debtor apply for preventive settlement or bankruptcy within 60 days of stopping payments (Article 15); a late application is still admitted. Bankruptcy proceedings suspend a voluntary liquidation already under way (Article 241). The court can order directors, managers and liquidators of an out-of-court liquidation to contribute to the company’s debts for listed acts in the 2 years before payments stopped, such as selling assets below value or preferring one creditor (Article 246).

Cheques. Under the Commercial Transactions Law (Federal Decree-Law No. 50 of 2022), a cheque returned for insufficient funds is an enforcement document the holder can execute directly (Article 667). Criminal liability remains for things such as closing the account or stopping payment outside the permitted cases (Article 675).

Travel bans. Where a company is the debtor, enforcement measures can be taken against the people who legally represent it, and a precautionary travel ban is possible for a due debt of at least AED 10,000 (Civil Procedure Code, Articles 322 and 324). Personal guarantors stay personally liable whatever happens to the company.

The route. Run a solvency test before anyone signs a resolution: realisable assets against every debt, including bank facilities that fall due on dissolution. If the numbers do not work, take insolvency advice first.

5. There is a court case, labour case or MOHRE complaint

The rule. The liquidator represents the company in court (Article 323). Money covering a disputed debt must be deposited with the court treasury unless the creditor accepts security or the distribution waits for the outcome (Article 326). MOHRE decides labour claims up to AED 50,000, and labour claims lapse 2 years after employment ends (Labour Law, Article 54).

The risk. DET’s Phase 2 asks the liquidator and partners to declare that no objection was received. Signing it while you know about a live claim exposes the liquidator to liability for mismanagement (Article 332), and deliberate harm is a criminal offence (Article 351). Settle, win or reserve before the final account.

6. Employees have absconded, refuse to sign, or are abroad

The rule. MOHRE’s normal cancellation needs the employee’s signature, except for workers abroad, deceased workers, contagious disease cases and administratively deported workers. An absence-from-work complaint can be filed where an employee has been absent more than 7 days, is inside the UAE and cannot be reached; it needs an ICP entry and exit report issued in the last 30 days, and the work permit is cancelled automatically on approval. The establishment card cannot be cancelled while anyone remains on it.

The route. Workers abroad: use the overseas exception. Absent workers inside the UAE: file the absence complaint honestly. Workers who refuse to sign: a refusal usually means a dispute over dues, so resolve it through MOHRE rather than forcing the cancellation. A false absconding report creates its own problems; read our guide to MOHRE complaints first.

7. Losses have reached half or three quarters of the capital

The rule. At 50% losses, an LLC’s managers must ask the general assembly whether to dissolve; at 75%, partners holding a quarter of the capital can ask for dissolution (Article 308). Joint-stock companies with losses of half the capital must hold a general assembly within 30 days with a restructuring or liquidation plan (Article 309). DMCC companies must notify shareholders within 21 days of losses reaching 75%, and directors must report to the Registrar within 10 business days if liabilities exceed assets or staff have gone unpaid for 3 months.

The risk. Ignoring Article 308 is a breach of the law that exposes managers personally (Article 84), and it counts against them if the company later goes bankrupt.

8. The memorandum’s term has expired, or the partner count has changed

Expiry of the term in the memorandum dissolves the company unless the term is renewed (Article 302(1)). Renew it by memorandum amendment if you want to continue; otherwise treat the company as dissolved and appoint a liquidator, because contracts signed after dissolution can make managers personally liable (Civil Transactions Law, Article 630). Falling to one partner does not dissolve an LLC, since a single person may own one (Article 71); update the memorandum and the register instead.

9. The licence has been dead for years and the fines kept running

The rule. Dubai Law 13 of 2011 lets a business ask DET to suspend its licence when it stops trading (Article 13(a)), and says no licensing fees or non-renewal fines arise where the licence expires and the business has actually ceased activity or applied for cessation (Article 13(b)). The federal regulator can suspend a company that has stopped trading and deregister it after 3 years (Article 311), but liability continues (Article 310(3)).

The route. Collect proof of the date the business stopped (Ejari cancellation, DEWA final bill, visa cancellations), ask DET to apply Article 13(b), and use the expired-over-two-years route where it fits. Foreign company branches can instead freeze their MoET registration for 1 to 3 years at AED 7,500 a year. For the fine schedule itself, see our expired licence guide.

10. Would selling, merging or moving the company be better?

11. You are closing a branch of a foreign or GCC company

DET asks for the decision removing the branch from MoET’s register, an attested parent board decision and MOHRE cancellation; MoET’s own service asks for the DET cancellation first. In practice the two run side by side, so confirm the order with both before you file. A branch must keep separate audited accounts (Article 338), and when it closes MoET strikes it from the foreign companies register (Article 337(4)). JAFZA charges AED 1,500 to terminate a branch, plus AED 1,000 a month if its licence has expired. We found no separate published closure rule for branches of GCC companies.

12. The company owns property, vehicles or has a lease and deposits

The liquidator can sell assets, including real estate, at auction or otherwise, but not everything at once without the partners’ permission (Article 323). Sell or transfer company vehicles before the licence is cancelled, because RTA requires an active trade licence throughout the transfer. Ejari can be cancelled online at no cost once the property is vacated (AED 40 plus VAT at a centre); a contract that is still running needs the landlord’s written cancellation. DEWA nets the deposit against the final bill, refunds any surplus and issues a clearance certificate automatically once the final bill is paid. Bank guarantees and landlord deposits are governed by the contract, so ask for them early.

13. The company owns shares in other companies

Shares in a subsidiary are an asset the liquidator must sell or distribute (Article 323). Transfers need an attested instrument and registration, with the other partners’ pre-emption right (Articles 79 and 80). Distributing the subsidiary’s shares to the partners in kind needs their agreement. A merger of subsidiaries into the parent (Article 288) can be simpler than liquidating each one. If any subsidiary holds Dubai property, DLD share sale fees apply.

14. A tax refund is pending or the FTA is auditing

The FTA will not deregister you until every return to the cessation date is filed and all tax and penalties are paid (Corporate Tax Law, Article 52). Refund claims lapse 5 years after the end of the tax period (Tax Procedures Law, Article 38), and an audit can normally be opened up to 5 years after the period, or 15 years in cases of evasion or non-registration (Article 46). Do not submit the final account until refunds are received or given up and audits are closed: once the company is deregistered there is nobody left to receive the refund. Reserve for disputed tax as you would for any disputed debt.

15. The free zone has already struck off or terminated the company

A strike-off does not end the problem. DMCC’s regulations say officers’ and shareholders’ liability continues and shareholders must immediately start a winding up (Article 170); DMCC allows reactivation of an Authority-terminated licence any time before strike-off. JAFZA reinstates a terminated customer for AED 5,000 in 3 working days. RAKEZ allows restoration within 1 year for unpaid fees and 2 years otherwise. DIFC restoration is by court order within 6 years. IFZA warns on its own site that long non-compliance can lead to blacklisting and ineligibility for new licences. Most free zones are outside the federal bankruptcy law if they have their own insolvency rules (Federal Decree-Law No. 51 of 2023, Article 3).

16. Can the managers or the liquidator be pursued after closure?

Yes, for 3 years. Claims against the liquidator run from the date the completed liquidation is entered in the register; claims against partners, managers, directors and auditors from the act complained of. If the act is a crime, the claim lasts as long as the criminal case can be brought (Article 334). Liquidators are not personally liable for acts within their mandate (Article 331) but are for mismanagement (Article 332) and for new business they start (Article 327). Name the person who will keep the books in the final resolution: accounting records must be kept for at least 5 years (Article 26(2)) and Corporate Tax records for 7 years (Article 56).

17. Can you open a new company after liquidating?

We found no federal or DET rule that bars the owner of a properly liquidated company from a new licence. What does block people is unfinished business: a ban on the old establishment file at GDRFA (lifted on a correction letter or a court or prosecution closure letter), a travel ban for an unpaid debt, unpaid MOHRE fines, which after 18 months stop new work permits for all establishments owned exclusively by the same owners (Cabinet Resolution No. 25 of 2023), or the personal undertaking signed under DET’s expired-licence route. SHAMS sets an explicit waiting period: 1 year before reopening if the cancelled company had visas, 6 months if it had none. If you plan to start again, our business setup in Dubai page sets out the mainland and free zone routes.

18. The company has an Emirati local service agent

Under Dubai Law 13 of 2011, a local service agent is a UAE national (or a company wholly owned by nationals) who bears no civil or financial liability for the business, under a notarised agency agreement (Articles 15 and 16). Because the agreement was notarised, end it with a notarised termination signed by both sides. Abu Dhabi’s cancellation service lists the service agent contract termination as a required document, and RAKEZ asks for it too. Settle any outstanding annual fee first; an agent who is owed money has little reason to sign.

What happens if you just stop renewing and walk away?

If you stop renewing and walk away, the company is not closed: managers’ and partners’ liability continues after a regulator deregisters it (Article 310(3)), and unpaid MOHRE fines escalate until new work permits are blocked. Many owners leave a company to die quietly because closing it properly costs more on day one. The bill does not disappear; it moves.

• Licence fines keep running. Dubai’s published schedule (Executive Council Resolution No. 13 of 2011) is AED 250 for failing to renew plus AED 200 for each month of delay, doubled for a repeat within a year. Free zones have their own: JAFZA AED 1,000 a month, DWTC AED 1,000 a month, DDA AED 2,500 to 10,000, SHAMS AED 200 a month, RAKEZ AED 50 a day after the licence lapses. Dubai’s 2026 support packages waive automatic late renewal fines for some sectors and the DIEZA zones for a period, so check before paying.
• MOHRE fines escalate. Under Cabinet Resolution No. 25 of 2023, unpaid MOHRE fines stop new work permits after 2 months, the bank guarantee is liquidated after 6 months, new permits are stopped for all establishments owned exclusively by the same owners after 18 months, and the debt goes to a collector after 24 months.
• Staff are left stranded. Their visas stay open on an establishment that is not trading. Closing without settling their dues carries a fine of AED 100,000 to 1,000,000 (Labour Law, Article 60(1)(d)).
• Liability survives the register. If the regulator deregisters an abandoned company, its managers’ and partners’ liability continues as if it had not been dissolved (Article 310(3)). Free zones say the same about strike-offs.
• Tax keeps counting. The FTA can deregister you itself, but the late deregistration penalties (up to AED 10,000 each for VAT and Corporate Tax) and any unfiled returns stay on the record.

The fines in detail, and when reviving a dormant licence is cheaper than closing it, are covered in our guide to expired trade licence fines in Dubai.

Who gets paid first, and when is voluntary liquidation the wrong route?

In a liquidation, liquidation costs are paid first, preferred creditors are protected and partners are paid last, only after every debt; if the company cannot pay its debts, voluntary liquidation is the wrong route. A voluntary liquidation assumes the company can pay everyone. The Commercial Companies Law puts liquidation costs first and protects preferred creditors when assets fall short (Article 325), keeps partners at the back of the queue until all debts are paid (Articles 312(3) and 333), and sends unclaimed or disputed money to the court treasury (Article 326). Free zone regulations add their own first claim: JAFZA, the DIEZA zones and RAKEZ all put the authority’s dues ahead of other creditors.

If the honest answer to “can we pay everyone?” is no, the bankruptcy law is the safer path. Federal Decree-Law No. 51 of 2023, in force since 1 May 2024, offers preventive settlement, restructuring and court-supervised bankruptcy. A manager or liquidator can only apply with a special decision of the general assembly, or the owner’s approval for a one-person company (Article 240). Once proceedings start, the voluntary liquidation is suspended (Article 241). Older articles that say you “must file within 30 days” are quoting the repealed 2016 law; the current law says a debtor may apply within 60 days of stopping payments.

What should you keep after the company is closed?

After the company is closed, keep its accounting records for at least 5 years (Commercial Companies Law, Article 26(2)) and its Corporate Tax records for 7 years (Corporate Tax Law, Article 56), and name the person who holds them.

Why do liquidation applications get stuck? The mistakes that block the final cancellation

Liquidation applications get stuck mostly because steps are done in the wrong order, such as cancelling the establishment card before the staff visas or filing DET Phase 2 before 45 days have passed since the newspaper notice.

• Cancelling the establishment card before the staff visas.
• Filing DET Phase 2 before 45 days have passed since the newspaper notice.
• Publishing in one newspaper when DET asks for two Arabic newspapers.
• Appointing the company’s own auditor (or one from the last 5 years) as liquidator.
• Letting the trade licence lapse before company vehicles are transferred.
• Closing the bank account before final salaries, fees and the surplus are paid.
• Deregistering for VAT while still holding stock and equipment, and paying VAT on them as a deemed supply.
• Missing the 3-month Corporate Tax deregistration window because the final return was not ready.
• Signing the no-objection declaration while a claim is pending.
• Waiting for staff to find out from the cancellation SMS, which tends to produce MOHRE complaints that freeze the file.
• A partner abroad whose signature was never notarised and attested for use in the UAE.
• Unpaid MOHRE fines or an open labour complaint on the establishment, which stop work permit cancellations.
• Free zone clearances left to the end: lease and keys, customs, utilities and telecom letters.

What documents do you need to liquidate a company in Dubai? A printable checklist

To liquidate a company in Dubai you need documents in three stages: before the resolution, during Phase 1 and the notice period, and for Phase 2 and after. The checklist below lists each one in order.

Closing a UAE company from abroad: how it differs from a UK or US closure

Many owners closing a UAE entity are used to closing companies at home. The ideas overlap, but the mechanics do not, and closing one never closes the other.

If the UAE company is a subsidiary of a UK or US parent, the parent signs the UAE resolution through a board decision that is notarised and attested for use in the UAE. We only handle the UAE side; the foreign closure needs an adviser in that country.

Errors you will find in other liquidation guides

We read the pages that rank for company liquidation in Dubai. These are the errors that come up most, and what the official sources actually say.

Questions people ask