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Federal Decree Law No. (20) of 2025 (the Amendment) introduces a series of targeted but meaningful changes to the UAE Commercial Companies Law (Federal Decree Law No. (32) of 2021) (the CCL). While several of the amendments aim to refine the existing framework, others materially expand the range of tools available to onshore UAE companies, reduce certain practical constraints between mainland and free zone regimes (including by clarifying the application of the CCL to free zone branches and representative offices operating onshore), and seek to strengthen the legal infrastructure underpinning acquisitions, exits, and minority investments.
These reforms affect not only how UAE businesses are structured and reorganised, but also how transactions are designed, documented and implemented. In particular, the Amendment aims to enhance statutory deal mechanics, introduce greater flexibility in managing ownership transitions and exits, and expand the options available for pre- and post-transaction structuring.
This GT Alert considers the Amendment from both a corporate structuring and M&A perspective. Given the breadth of the changes, the analysis below first addresses those developments most relevant to corporate structuring decisions, before turning to their implications for transaction design, execution risk, and deal sequencing in practice.
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