How to sell a business in Dubai, step by step

Written valuation

SDE normalized from real figures, a defensible multiple range, the buyer-yield cross-check, and the three factors moving the number most. This is where an unrealistic price gets corrected privately, in writing, instead of publicly over six wasted months.

Preparation

The unglamorous stage that decides everything after it. Reconcile the books to VAT filings and bank statements. Compute the end-of-service gratuity accrual for every employee. Renew or confirm the transferability of the lease. Check that the trade licence and every activity on it are current. Assemble the document pack listed further down this page.

Most of the time saved later is saved here. A buyer who asks for a document and receives it the same day behaves very differently from one who waits two weeks and starts wondering what else is missing.

One exclusive mandate

One advisor, one process, a set period, every shareholder signing. Two advisors quietly working the same buyer list is how a sale becomes public, slow and cheap: the same buyer receives your business twice, from two sources, at two prices, and immediately knows more about your situation than you intended.

Expect the mandate to include a tail period after it ends, so that a buyer introduced during the process cannot simply wait it out and come back directly. That clause protects the advisor, and it also protects you from a buyer whose plan was always to go around the process.

The anonymized profile

A one-page teaser: sector, emirate, revenue and SDE bands, headcount, the shape of the customer base, and the reason for sale. No company name, no address, no client names, nothing that lets a competitor work out who you are. Written well, it is enough for a serious buyer to say yes or no and not enough for anyone to identify you.

Buyer gates

Every interested party passes the same gates before they learn anything identifying: a short intake conversation, a signed non-disclosure agreement with identification, and verified proof of liquid funds against the price range, at minimum covering half of it. Then a straightforward question about what else they have looked at and why those did not proceed, which separates buyers from tourists faster than anything else.

No meeting with the owner happens before those gates are cleared. This single discipline removes most of the time-wasting that gave public listing portals their reputation in this market.

Meetings, then the LOI

Qualified buyers meet you, see the business, and receive the full information memorandum. The good ones then submit a letter of intent: price, structure, how much is paid at completion and how much is deferred, a diligence window, and exclusivity for its duration.

An LOI is mostly non-binding, which is exactly why the few binding clauses matter more than the headline price. Exclusivity, confidentiality and who pays which costs are binding. The price is not, and buyers who bid high to win exclusivity and then renegotiate in diligence are a known pattern. Run more than one credible buyer for as long as you can.

Diligence

The buyer tests the story against the paper. In the UAE the core of it is the truth triangle: VAT returns, bank statements, and payroll and WPS records, all expected to tell the same story about revenue and headcount. Wherever those three disagree becomes the real negotiation.

Everything else sits around that centre: employee contracts and the gratuity accrual, the lease and its transferability, licence and activity approvals, customer contracts and concentration, related-party transactions, and any litigation. Deferred payments in this market are commonly secured with post-dated cheques, and the amount and timing of those gets settled here rather than at completion.

The SPA

Lawyers draft the sale and purchase agreement from precedent. Your job through this stage is holding the commercial terms inside it: what you warrant, for how long, capped at what level, what has been formally disclosed and is therefore protected, what is held back and released when, and what the non-compete actually covers.

Disclosure is the seller's protection. A problem written into the disclosure schedule is a problem the buyer accepted. The same problem left out is a warranty claim after completion.

Completion, then handover

Money and ownership move together, usually in one room and one session: cheques exchanged, share transfer or asset transfer documents signed and notarized where required, licence amended, bank mandates changed. There is no US-style escrow culture here. Simultaneity does the job escrow does elsewhere, which is why everything has to be ready on the same day.

Then the handover you agreed in stage one: usually three to six months of introductions, transition and staying available on the phone. Do it properly. Deferred payments and post-dated cheques often depend on the business still performing after you leave.