Commercial & Corporate

With the growing sophistication of the UAE businesses and the ever increasing presence of multinational corporations in the UAE marketplace, the practice of corporate and commercial law in the region has transformed during the last two decades. The new Commercial Companies Law No 2 of 2015 has repealed and replaced the old law (Law No 8 of 1984).  It takes a practiced eye to notice and consider the impact of the some of the subtle changes brought in by the new commercial companies’ law.

The establishment of numerous free zones, the Dubai International Finance Centre (DIFC) and the Dubai International Financial Exchange (DIFX) has led to a complexity in corporate and commercial regulation which requires assistance from competent and experienced legal consultants.

Lutfi’s Expertise

At Lutfi & Co we have advised and acted on the formation of numerous new business structures within the different emirates of the UAE, its free zones and other GCC countries. With many multinational corporations as clients, we have provided transactional and advisory services in all forms of commercial arrangements. These include the formation of new business structures and establishment of branch offices to preparing and advising on agency distribution, franchising and other forms of commercial agreements, regulatory and licensing issues, mergers, acquisitions and disposals, joint ventures, private and public equity issues, IPO’s and employee arrangements.

Lutfi & Co commercial and corporate group are experienced practitioners who adhere to the highest standards of service. With a proven track record and broad experience in all areas of commercial law, the group is widely respected for their industry knowledge and high level of service.

Our Services

Our size and diversity enable us to offer comprehensive legal services to organizations of all sizes. Our clients come from government and semi-government bodies and from industry including engineering, construction, telecommunications, manufacturing, financial services, health, educational institutions and consumer goods. Clients include local and multi-national corporations

Mergers, Acquisitions and Divestments

Mergers, acquisitions and divestments of businesses and business assets is a complex area of law that requires sophisticated appreciation of the risks to all parties.

Drawing on more than 30 years of experience, our mergers, acquisitions and divestments team specializes in the following areas:

  • Trade sales and other private treaty transactions
  • managing and supervising due diligence
  • advising on the appropriateness of share sales versus asset sales.

Corporate Structuring

In recent years, commercial law in the UAE has undergone significant legislative amendment, requiring increased specialization in this area. With the establishment of the Securities and Commodities Authority in 2000, entities that wish to carry out any financial activities are required to obtain regulatory approval from the SCA prior to commencing operations. Similarly regulatory approvals required for entities that wish to carry out activities in the area of insurance.  Lutfi & Co understands the importance of being up to date on the legislative and regulatory requirements to provide effective service to the client.

Our corporate law and corporate structuring team can assist in the following areas:

  • advising on the appropriateness of particular corporate structures depending on the specific requirements of the client
  • preparing shareholder agreements and constitutions for special purpose corporations
  • advising directors on their obligations under the law
  • corporate meetings
  • share buy-backs
  • Stock Exchange listings
  • corporate capital raisings

Joint Ventures

Businesses tend to enter into joint ventures for strategic and operational reasons all over the world and the lawyers at Lutfi & Co. are well equipped to assist clients in meeting their requirements.

Our services include

  • Preparing the joint venture agreement
  • Advising on the most appropriate corporate structure for the joint venture operations including advising the desirability of setting up the corporate structure in mainland UAE or any particular free trade zone
  • Managing and supervising due diligence for the transaction


Dubai International Free Zone (DIFC) is a financial trade zone located centrally in the Emirate of Dubai.  This is a well regulated and highly sophisticated jurisdiction which is carving a niche for itself in the global financial stage.  Lutfi & Co. can be of service to clients inter alia on the following:

  • Advising on the establishment of DIFC entities
  • Advising on the suitability and type of license as per the requirements of the client
  • Advising on the various regulatory and legal compliances prior to and post incorporation
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