Buying an operating business in Dubai: what actually decides the deal

Foreigners can buy an operating business in Dubai outright, in a free zone or on the mainland, and the paperwork is rarely what kills a deal. What kills deals is buying the wrong earnings: a lease that can't be transferred, a licence that doesn't survive the change of owner, or a business that only works because the seller is in the room every day. This is how I approach an acquisition, and where the real risk sits.

Matin Karevan

Private Office, Dubai & Abu Dhabi · August 2026

Why buy instead of build

Setting up a company in Dubai is fast. Building revenue is not. An operating business arrives with customers, staff, supplier terms, a trading history and, often, a location you could not secure today at the same rent. For a family office or an investor who wants Dubai exposure that produces income from the first month, buying is usually the shorter path to a real position.

The trade-off is that you inherit everything, including what you didn't see. That is why the work happens before the signature, not after.

Share deal or asset deal: the first decision

In regulated sectors such as healthcare, education or hospitality, the licence is often the asset, which pushes towards a share deal with tight protections. Where the history is messy, an asset deal costs more time on licensing and saves you from someone else's liabilities.

Mainland or free zone: who approves the transfer

• Mainland companies are transferred through Dubai's Department of Economy and Tourism (DET, formerly DED): a share transfer agreement, an amended memorandum of association and the shareholder approvals, notarised and filed.
• Free zone companies are transferred under that free zone authority's own rules, and most require its approval before ownership changes.
• Sole establishments generally cannot be sold as shares. The licence is cancelled and reissued, which is closer to an asset deal in practice.

The registrar step usually sets the timetable more than the drafting does, so it gets planned from week one.

Where the real risk sits

1. Earnings quality

The question is never "is it profitable?" It is "is this profit sustainable under a new owner?" That means normalising the accounts: stripping out one-off income, adding back the owner's real cost if they worked unpaid, checking that rent and salaries are at market rate, and reconciling management accounts against bank statements and VAT returns.

2. The lease

In F&B and retail, the lease is frequently the business. Check the remaining term, the renewal and assignment clauses, landlord consent on a change of ownership, and whether the rent will be re-based at renewal. A great restaurant on a lease that can't be assigned is a much smaller asset than it looks.

3. Licences and approvals

Trade licences, sector approvals (health authority, municipality, civil defence, food safety) and, in some sectors, professional licences held by individual staff. Each needs to be confirmed as surviving the change of owner, not assumed.

4. People

Staff visas, accrued end-of-service gratuity (a real liability that grows with tenure), and key-person risk. If the founder holds every client relationship, you need a transition period written into the deal, not a handshake.

5. Customers and contracts

Customer concentration, renewal dates and change-of-control clauses. In business services and facilities management, three contracts can be most of the value. Read every one.

6. Tax position

VAT registration and filing history, corporate tax registration since the regime came in, and any open assessments. On an asset purchase, the sale of a whole business may be treated as a transfer of a going concern for VAT; on a share purchase, carried-forward tax losses can be restricted after a change of ownership. Both are questions for a licensed tax adviser before terms are agreed.

Pricing: buy the earnings, not the story

Sellers price on their best year and the business's potential. Buyers should price on sustainable, normalised earnings, then adjust for what is transferable: the lease, the licences, the contracts, the team. Deferred consideration or an earn-out tied to post-completion performance is a clean way to bridge a gap between what the seller believes and what the numbers support.

How long it takes

Across the acquisitions I have run, from F&B to an operating hotel, closing took between roughly four and seven and a half months. The range is driven by sector regulation, the quality of the seller's records, and how quickly the landlord and registrar move. Clean records are the single biggest accelerator.