Partner seeks exit from a company amid dispute over profits and share sale in Dubai, what are his options?

Question: A question was raised by a partner holding 30% of the shares in a limited liability company (LLC), who has not received any profits for the past three years. The partner was informed by the company manager that the profits were being reinvested to expand the business, and was also asked to contribute further capital, which was declined. The partner is now seeking advice on how to exit the company, as no other partner is willing to buy the shares.

The partner is also considering the option of filing a lawsuit to liquidate the company. Please advise. Answer: Any partner may assign, pledge his shares in the company to any other partner or to a third party or 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.



Assignment or pledge shall be made in accordance with the terms of the MOA of the Company. If a partner according to Article 80 of the Federal Decree Law No. (32) Of 2021 on Commercial Companies, wishes to assign his share to a non-partner of the company, with or without compensation, such partner shall notify the other partners through the manager of the company of the assignee or purchaser and the terms of the assignment or sale.

T 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”. 2- Regarding liquidation, any interested party may apply to the court to appoint one or more liquidations to carry out the liquidation and partition as per Article 678 of the Civil Transactions Law and the court will decide about such liquidation.

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