Power of attorney to sell company shares

Obtain the current ownership register and constitutional documents. Identify share class, number or percentage and any pledge, option or restriction. Review actual records rather than a licence summary that may not show the entire ownership position. If the seller is a company, determine which body approves the disposal and who may grant its authority.

Check the relevant company framework and current amendments. Mainland, free-zone and overseas entities have different transfer processes, while listed securities have their own regulatory arrangements. A standard private-company POA should not be assumed to fit every shareholding. Identify the receiving registrar or authority and confirm its required evidence before drafting.

The underlying sale agreement should establish the commercial terms, conditions and completion mechanics. Decide what the representative may negotiate or amend, whether the buyer is fixed and how the price is approved. Authority to sign a document should not be confused with permission to change every economic term at the closing appointment.

Payment requires a deliberate arrangement. Identify who receives the consideration, which evidence confirms receipt and whether the representative may give a discharge. Consider staged payments or conditions separately. A private approval instruction should be coordinated with the formal authority and sale documents so the parties understand the representative’s role and the principal’s reserved decisions.

Check whether the representative is also the buyer or has a related interest. That relationship needs deliberate conflict and authority assessment rather than silence in the file. Keep the principal’s informed decision and approved transaction terms available alongside the formal documents.

Constitutional and shareholder agreements may require consents, notices or other procedures. Lender security and third-party rights can also matter. The POA cannot waive someone else’s rights merely by authorising the seller’s representative. Gather approvals and assess the actual transaction before presenting the power as the only completion document.

DMCC’s official share-transfer guidance illustrates an authority-specific process with resolutions, identity records and POA evidence where applicable. It also describes registration outputs after review. That is a useful example of why acceptance and completion must be checked with the actual company authority rather than generalised across all UAE entities.

Prepare consistent seller, buyer, company and share information, with valid identity and capacity records. Foreign execution may require authentication, original evidence and translation according to the receiving authority. Follow the suitable certification route and retain the final document alongside the approvals and sale agreement. Resolve material changes before signing a revised transaction.

After completion, verify the updated register, certificates and constitutional or licence records required by the authority. Retain the payment and closing evidence and account for the representative’s actions. Review whether the power remains necessary, especially if it includes continuing tasks. A signed transfer agreement and an updated ownership position are related but should be tracked separately.