- Ministerial Decision No. 117 of 2026, issued 3 June 2026, covers non-cash capital contributions to onshore companies under the Commercial Companies Law; public joint stock companies regulated by SCA are excluded.
- Only a registered valuer on the Ministry of Economy and Tourism register may sign, following International Valuation Standards.
- A valuer who gave material pricing or structuring services to a principal party in the prior 12 months, or who is paid a success fee, is barred.
- The report is usable for up to six months and its data must be no more than three months old at the valuation date, unless the authority sets otherwise.
Ministerial Decision No. 117 of 2026, issued on 3 June 2026, sets the standards for valuing non-cash capital contributions to UAE onshore companies and creates a register of accredited valuers.
If a shareholder pays in equipment, property, software or shares instead of cash, the valuation must now come from a registered valuer, follow international standards and meet strict timing and independence rules.
The decision implements the Commercial Companies Law, Federal Decree-Law No. 32 of 2021, and it affects founders who contribute assets at incorporation, companies raising or cutting capital, and shareholders assigning stakes. This guide explains what the decision covers, who can value an asset, and how the six-month and three-month time limits shape a transaction timetable.
| Detail | What applies |
|---|---|
| Instrument | Ministerial Decision No. 117 of 2026, issued 3 June 2026 by the Minister of Economy and Tourism |
| Parent law | Federal Decree-Law No. 32 of 2021 on Commercial Companies |
| Excluded | Public joint stock companies regulated by the Securities and Commodities Authority |
| Report validity | Up to 6 months from the valuation date for submission to the competent authority |
| Data age | No more than 3 months old at the valuation date, unless the authority sets a different period |
| Conflict bar | No material value, pricing or structuring services to a principal party in the preceding 12 months |
“Paying in assets instead of cash used to mean agreeing a number between partners. Under the new decision, the number has to survive a registered valuer, a six-month shelf life and a conflict check.”
What the decision covers
The decision applies to all company forms governed by the Commercial Companies Law, apart from public joint stock companies regulated by the Securities and Commodities Authority. Legal summaries, including an alert republished on Mondaq, list the triggering events as incorporation with non-cash assets, capital increases and reductions, and any other transaction that needs an asset valuation under the law. That includes assignments of stakes, which the summaries tie to Article 80 of the Commercial Companies Law.
The asset categories are broad. The summaries describe real property, machinery and equipment, vehicles, technology systems, software, intellectual property, non-cash financial assets and inventory, plus any asset that can be valued financially and qualifies as a proprietary right. In other words, anything a partner might offer instead of cash is likely to fall inside the net.
The decision entered into force on its date of issue, 3 June 2026. Companies in free zones follow their own registrar’s rules rather than this decision, because it implements the onshore company law, so a free zone founder should check the zone’s own requirements for in-kind contributions.
See our guide on mainland company setup costs, steps and ownership rules for the broader onshore process that a valuation now sits inside.
Who can value the asset
Only a registered valuer may sign. The decision creates a central register kept by the Ministry of Economy and Tourism, and a valuer needs a valid licence from the relevant local competent authority as well as registration. On credentials, the summaries describe an accredited professional qualification from a member organisation of the International Valuation Standards Council, with RICS and ASA given as examples, or an equivalent approved by the Ministry.
Individuals face further conditions: at least three years of specialised experience, professional liability insurance with a UAE-registered insurer, continuing professional development, a certificate of good conduct and no earlier integrity-related sanctions. Firms need three or more years of specialised experience, a qualified team with a quality assurance officer, written independence and record-retention policies, and clean records at entity level.
Valuers must follow the International Valuation Standards and the RICS Red Book, unless mandatory national or sector rules say otherwise. A shareholder choosing a valuer should therefore ask for the register entry, the licence, the insurance certificate and the standard the report will follow before signing an engagement letter.
See our guide on which business activities require professional indemnity insurance to understand how that cover works, since valuers must now carry it.
The conflict-of-interest bars
The independence rules are where deals can go wrong. A valuer cannot issue a report where there is a direct or indirect personal or financial interest in the transaction, or where the fee depends on the valuation result or on the deal completing. Success fees are therefore out. Family ties to a principal party up to the fourth degree also disqualify, as does any circumstance that compromises impartiality.
The 12-month bar is the one most likely to surprise advisers. A valuer who provided material services on the determination of value, pricing or structuring of the transaction to a principal party during the preceding 12 months cannot sign the valuation. A firm that helped a founder set a price for a share issue last spring may not be able to value the asset being contributed this autumn.
Consider a hypothetical manufacturing partnership where one partner wants to contribute a production line worth roughly AED 2 million for a larger stake. The company’s regular valuation consultant advised the partners on the stake split four months earlier.
Because that advice related to pricing and structuring, the consultant would risk the 12-month bar and the partners would need a different registered valuer. Choosing the valuer before negotiating the split avoids repeating the work. The figures and facts are invented for illustration.
Timing rules for the report
Two clocks apply. The report remains usable for a maximum of six months from the valuation date for submission to the competent authority, and the data behind it must be no more than three months old at the valuation date, unless the authority prescribes a different period. If something material changes after the valuation date, the summaries say an updated or new report is needed.
These limits turn a valuation into a perishable document. A founder who commissions a report, then spends five months waiting for a bank facility or a regulatory approval, may find the report is about to expire at the moment of filing. The safer plan is to order the valuation late enough in the timeline that the submission falls comfortably inside the six months.
Records must be retained for five years, and on title and encumbrances the valuer may rely on declarations from the contributor. The valuer’s liability does not extend to inaccuracies in that declaration, except in cases of fraud or gross negligence. That puts weight on the contributor to give accurate declarations on ownership, mortgages and liens.
See our guide on the LLC share rules reform and interest shares for how different share structures interact with capital contributions.
Capital increases, reductions and stake transfers
Most founders think of valuation as an incorporation issue, but the decision reaches the later life of the company. A capital increase paid up with assets, a reduction that returns assets to shareholders and a stake transfer needing a value all point to the same process. Where a company already holds contributed assets, any later revaluation event involving them should be planned with the same rules in mind.
For stake changes, the practical question is whether the transaction requires a valuation at all under the Commercial Companies Law, and whether the competent authority will ask for the registered valuer’s report. Practice on this is still forming, and we could not find published guidance showing how each emirate’s licensing department handles the requirement day to day.
See our guide on the process and cost of changing a mainland shareholder for the filing side of an ownership change.
Liability, sanctions and the transition period
The Ministry can sanction registered valuers with a warning, suspension from practice for up to one year, removal from the register or referral to other authorities for serious breaches. These sanctions bite on the valuer, but a company that relies on a defective or out-of-date report may face a rejected filing and lost time.
Existing valuers get one calendar year from the decision’s entry into force to regularise their status, and the Ministry may grant temporary accreditation during that period. In practice, until mid-2027 there may be valuers working under transition arrangements, so confirm what status the valuer holds on the day of the report.
We have not seen published registration fees or a public search tool for the new register, and the sources we reviewed did not list them. Ask the Ministry or the licensing authority how to verify a valuer’s entry before relying on it.
See our guide on structure, liability and corporate tax for a mainland holding company if contributed assets, such as shares in subsidiaries, are going into a holding vehicle.
What we could not confirm
This article draws on law-firm summaries of the decision, not on a review of the official gazette text. Operational details, including the exact documents each licensing authority will ask for, how it treats valuations done before 3 June 2026 and what happens to transactions already in progress, were not clear in the summaries. A company with a deal in flight should ask its licensing authority directly.
The summaries also leave open how free zones will treat in-kind contributions for their own companies. Some zones apply their own valuation requirements and may or may not align with this decision, so check before assuming either way.
See our guide on how the 2025 law update allows multiple share classes if the contributed asset is meant to buy a particular class of shares.
Planning the transaction timetable
Working backwards from the filing date gives the best plan. Decide the filing date first, subtract the time the licensing authority needs to review, then position the valuation date so that the report is well inside the six-month life and the underlying data inside the three-month limit. Many deals will want the valuation as close to signing as practical.
Agree the scope with the valuer in writing: the asset list, the valuation basis, the date, the intended use and the standard to be applied. A vague engagement tends to produce a report that the authority queries, which costs weeks. Give the valuer access to title documents, maintenance records, licences and any encumbrance information, and ask the contributor to sign the declarations on ownership early.
Finally, think about the shareholder agreement. If the valuation determines share allocation, the agreement should say what happens if the report comes in lower than expected, for example whether the contributor tops up with cash or receives fewer shares. Settling that before the report arrives avoids an argument when the figure lands.
Common mistakes when approaching in-kind capital contributions
- Agreeing an asset value between partners and treating the valuer’s report as a formality afterwards.
- Hiring a valuer who advised on the deal price in the last 12 months or who is paid a success fee.
- Ordering the valuation too early, so the six-month validity or the three-month data limit expires before filing.
- Assuming the contributor’s declarations on title and encumbrances can be loose because the valuer carries the risk.
When professional help is worth it
Help matters most when the asset is hard to value, such as intellectual property or a minority stake, or when the contribution decides the ownership split. A corporate adviser can sequence the valuation, the share agreement and the licensing filing so the time limits work in your favour, and can check the valuer’s registration before you pay.
An e.zone advisor who works on company amendments and capital changes can walk through which filings a contribution triggers. See e.zone’s guide on setting up a limited liability company in Dubai for the capital and ownership basics.
This is general information and not legal advice. Because the decision is new and implementation practice is still forming, confirm the current requirements with the licensing authority handling your transaction.
Frequently asked questions
Who can value an asset contributed as capital in the UAE?
A valuer registered on the Ministry of Economy and Tourism register, with a valid local licence. Summaries describe credentials such as an IVSC member qualification and, for individuals, at least three years of specialised experience and professional liability insurance.
How long is a valuation report valid?
Up to six months from the valuation date for submission to the competent authority, and the data used must be no more than three months old at the valuation date unless the authority prescribes a different period.
Does the decision apply to free zone companies?
The decision implements the onshore Commercial Companies Law, so free zone companies follow their own registrar rules. The summaries we reviewed left open how free zones will treat in-kind contributions, so check with the zone.
Can a valuer be paid a success fee?
No. A valuer cannot issue a report where the fee depends on the valuation result or on the deal completing.
Talk to a setup advisor
Free 20-minute call to confirm the right structure for your business.
Related Reading
Mainland Company Setup Ejari and Office Requirements for a Dubai Mainland Licence
Mainland Company Setup UAE Trade Name Rules: What Gets Approved and What Gets Rejected
Mainland Company Setup Emiratisation Year-End 2026: The Second 1% Target and What Missing It Costs
Mainland Company Setup