Transferring Property Ownership Between Companies via Corporate Restructuring in Dubai

In Dubai’s dynamic real estate environment, investors often hold property under corporate structures for strategic, tax, or regulatory reasons. But what happens when the owners wish to transfer property from one legal entity to another—especially when the underlying ownership remains the same?

This guide explains how to transfer real estate assets between two companies under the same ultimate beneficial ownership (UBO) as part of a corporate restructuring, and how to approach the Dubai Land Department (DLD) to seek approval—potentially reducing or avoiding the full 4% transfer fee.

Why Consider a Corporate Restructuring Transfer?

Investors may wish to transfer property ownership between corporate entities for various reasons:

• Consolidating assets under a holding company

• Creating asset separation for liability or tax planning

• Preparing for succession or inheritance structuring

• Moving assets between UAE mainland and free zone entities

• Reclassifying property under a newly licensed SPV (Special Purpose Vehicle)

• Facilitating joint ventures, reorganizations, or partner exits

In all of these cases, the beneficial owner does not change—but the legal owner on the property title does.

Standard DLD Rules on Property Transfers

Under Dubai law, any change in the legal ownership of a property—even between two companies owned by the same person—constitutes a transfer, and is subject to the 4% DLD transfer fee, plus trustee and admin charges.

However, in restructuring cases where no commercial sale occurs, it is possible to apply for a fee reduction or exemption, particularly if:

• The UBOs of both companies are identical

• The restructuring is clearly documented and justified

• All regulatory procedures are followed transparently

Step-by-Step Process for Property Transfer via Corporate Restructuring in Dubai

Step 1: Confirm Eligibility

To be eligible for consideration under restructuring terms:

• Both companies must be legally registered in the UAE or a DLD-approved jurisdiction (e.g. DIFC)

• The UBOs must be exactly the same across both entities

• There must be no external or third-party transaction

• The property should not be under mortgage, or a clearance certificate should be obtained

Step 2: Draft a Justification Letter

Prepare an official letter addressed to the Dubai Land Department or your trustee office. This should:

• Explain the reason for the restructuring

• Clarify that the transaction does not involve a market sale

• Confirm that UBOs are identical

• Request consideration for reduced or exempted fees

Step 3: Collect Supporting Documentation

You will need to submit a detailed document pack to support your application. This typically includes:

• Trade Licenses for both companies

• Memorandum of Association (MoA) showing shareholder structure

• Emirates ID or passport copies of the UBOs

• Shareholder Register or Share Certificates

• Corporate Structure Chart clearly showing common ownership

• Board Resolutions from both companies authorizing the transfer

• Original SPA or Title Deed of the property

• Developer NOC

• Optional: a letter from a licensed auditor or legal firm verifying that no beneficial ownership change has taken place

Step 4: Request Property Valuation

The DLD or the appointed trustee will conduct a valuation of the property. This is used to assess the market value and determine if a transfer fee should apply.

Even if you declare a nominal or internal value, the DLD fee will be calculated based on the higher of the declared price or official valuation.

Step 5: Submit Through a Trustee Office

Your application should be submitted via a DLD-approved real estate trustee office, which handles:

• Verification of documents

• Coordination with DLD’s Valuation Department

• Guidance on fee assessment

• Facilitation of the final ownership change

They can also advise you on the likelihood of partial or full fee waivers based on past cases and your documentation strength.

Step 6: DLD Review and Approval

The DLD will review the application, and either:

• Approve the restructuring as a non-commercial internal transfer (reduced or exempt fee may apply), or

• Treat it as a standard transfer, in which case the full 4% transfer fee is due

Either way, once approved, the new title deed will be issued in the name of the receiving company.

How Fees Are Assessed

Even in restructuring cases, you should budget for the following:

Fee Type	Standard Amount
DLD Transfer Fee	4% of property market value
Trustee Office Fee	AED 4,000 – AED 5,000
Developer NOC Fee	AED 500 – AED 5,000
Admin and Typing Charges	AED 500 – AED 1,000

Common Mistakes to Avoid

1. Assuming same ownership means no fee: The DLD recognizes legal entities, not just beneficial owners.

2. Submitting weak documentation: Lack of board resolutions or shareholder evidence will result in delays or rejections.

3. Skipping the valuation: The DLD will not base fees on declared value alone—they always conduct their own market assessment.

4. Not consulting the developer: Developer NOCs are mandatory—even for internal company transfers.

5. Expecting guaranteed exemption: Fee waivers are discretionary, not automatic.

Strategic Tips

• Use a UAE holding company to consolidate property ownership, so future restructuring is easier.

• Engage a qualified trustee office or legal advisor to prepare your submission professionally.

• If transferring multiple properties, it may be beneficial to submit a single consolidated restructuring application.

• Consider timing transfers before handover, as fees on off-plan units may be easier to mitigate (especially before Oqood registration).

Can You Transfer Below Market Value?

Yes, but it won’t reduce the fee. The DLD calculates transfer fees based on their own valuation, not the price on your contract—even if it’s AED 1.

If your declared price is below the DLD valuation, the 4% fee applies to the higher number.

Conclusion

Transferring a property between companies you own under a corporate restructuring is not only legal in Dubai—it’s a recognized and often approved practice. But it must be approached carefully.

To maximize your chances of approval and potentially reduce the 4% transfer fee:

• Clearly demonstrate no change in beneficial ownership

• Submit all relevant legal and corporate documentation

• Present your case as a non-commercial restructuring

• Work through an experienced DLD trustee office

Done correctly, this process can help you streamline your real estate portfolio and optimize your corporate structure without incurring unnecessary tax or transfer costs.

📞 Need Help With a Corporate Restructure or Property Transfer?

I’m Stephen James Mitchell, Managing Director of Global Investments and a licensed broker with The Luxury Real Estate Brokers LLC.

With 18 years of experience in the UAE and a background in wealth structuring and real estate law, I can guide you through complex ownership transfers with confidence.

📞 Let’s have a conversation. No pressure, just clarity.

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