Buying An Existing Business In Dubai Five Checks Before Agreeing A Price

By Tahir Javed Kashif, founder of sellanybiz.com

Buying an existing business in Dubai can offer a head start: premises, customers and operating routines may already exist. But an asking price is not evidence of value. Before negotiating, establish what you are buying, what can continue after completion and which obligations could affect future cash flow.

These five checks turn a promising listing into a more informed decision.

1. Define the deal and verify the licence

Are you acquiring company shares or selected assets? Ask an adviser to explain how the proposed structure affects liabilities, contracts and approvals. Put the included equipment, stock, brand rights and digital assets in writing.

Check the issuing authority, permitted activities and licence status. Dubai’s official mainland amendment service covers changes to partners, activities and other licence details. Free zones have their own processes. Confirm the required ownership changes and sector approvals with the relevant authority rather than treating a licence as automatically transferable.

2. Establish whether the premises can stay

A restaurant or salon may depend heavily on its location. Read the lease, Ejari record, renewal provisions and any arrears or restoration obligations. Check whether the proposed transaction requires landlord consent or a replacement tenancy.

Dubai tenancy law generally requires written landlord consent for assigning use or subletting, unless otherwise agreed in the lease. That is not the same as saying every share sale needs a new lease. Ask for advice on the actual transaction and obtain any necessary consent before relying on the location’s value.

3. Reconcile profit with supporting records

For business valuation in Dubai, start with earnings that can be evidenced, not a seller’s headline turnover. Compare management accounts with bank statements, invoices, payment reports and supplier balances. Investigate unexplained differences and seasonal fluctuations.

Separate recurring operating costs from exceptional expenses. Include a realistic salary for replacing the owner’s work and identify equipment needing replacement. Examine overdue customer invoices and slow-moving stock. A profitable-looking business may still require substantial working capital immediately after purchase.

4. Check tax compliance and transaction treatment

Request applicable VAT and corporate tax registrations, returns, payment evidence and details of outstanding assessments or disputes. Have an accountant reconcile these documents with the financial records.

The Federal Tax Authority requires corporate tax records to be retained for at least seven years after the relevant tax period. Missing records deserve investigation. Ask a qualified adviser how the sale itself should be treated: a qualifying transfer of a going concern has specific VAT conditions, so not every business sale receives the same treatment.

5. Understand employee commitments and continuity

Review employment contracts, payroll, accrued leave, end-of-service obligations and work permits. Identify employees essential to customer relationships or daily operations.

Under the federal labour law, employment contracts continue when an establishment’s form or legal status changes, with responsibilities passing to the new employer as specified in the law. Confirm which employment regime and transfer procedures apply to the business.

Before agreeing a final price, document unresolved issues, required approvals and the handover plan. Good business acquisition due diligence does not eliminate risk; it makes the price and commitments clearer. This checklist is general information, not legal or tax advice.

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