UAE Startup Legal Checklist: Documents to Have Before Fundraising
Before a fundraise, a UAE startup should be able to produce, in one folder: current constitutional documents and trade licence, a clean cap table with signed founder documents and vesting, written intellectual property assignments from every founder, employee and contractor, compliant employment contracts and visa records, signed customer and supplier contracts, corporate tax and VAT registrations where applicable, UBO filings, and a data protection position for anything user-facing. Diligence rarely kills a round outright; it delays it, and the delay is almost always caused by documents that were never signed.
1. Corporate records
- Current trade licence and constitutional documents, and every amendment since incorporation.
- The share register or the registrar's ownership record, matching your cap table exactly.
- Board and shareholder resolutions for anything material: share issues, borrowings, appointments, bank mandates.
- Ultimate beneficial owner filings, current and accurate.
- Powers of attorney in force, with attestation where they were executed abroad.
The most common finding in UAE diligence is a cap table spreadsheet that does not match the registrar's record. Fix that before a term sheet, not during exclusivity.
2. Founder and equity documents
- A signed shareholders' or founders' agreement with vesting and leaver provisions.
- Share subscription or transfer documents for every past change.
- Any employee share plan documentation, with the grants actually issued.
- Documentation for any past founder who left, confirming what happened to their shares.
- Any SAFE, convertible note or advance subscription already signed, with the conversion mechanics understood.
A departed co-founder with no signed exit is the classic UAE seed-round blocker. Our shareholders' agreement guide sets out the clauses that avoid it.
3. Intellectual property
Investors need the company, not the founders, to own the product. That requires written assignment, not an assumption.
- Signed IP assignment from every founder, covering work done before incorporation.
- IP assignment and confidentiality clauses in every employment contract.
- Written assignment from every contractor and agency, including overseas developers and designers.
- Trademark filings for the brand in the UAE, and a plan for other markets.
- A record of open-source components and their licences.
- Domain names and app store accounts held by the company, not a founder's personal account.
4. People and employment
- Employment contracts in the correct form for your jurisdiction — MOHRE for mainland, the free zone authority's form, or DIFC or ADGM standard contracts.
- Valid work permits and residence visas for everyone employed.
- Correct classification of contractors, and freelance permits where relevant.
- End-of-service gratuity provisioning reflected in the accounts, or participation in an approved savings scheme where applicable.
- Written policies where the regime requires them.
Our employment contracts guide covers what differs between the regimes and what each contract must contain.
5. Commercial contracts and revenue
- Signed contracts with your largest customers — a purchase order alone rarely satisfies diligence.
- Standard terms for your product, matching what your revenue recognition assumes.
- Supplier and platform agreements, with termination and change-of-control provisions identified.
- Any exclusivity, most-favoured-nation or revenue-share commitment flagged early.
- Website terms, privacy policy and consent mechanics for anything user-facing.
6. Tax, banking and compliance
- Corporate tax registration and filing position, and VAT registration where the threshold is met.
- Accounting records and, where required, audited financial statements.
- Bank accounts in the company's name with a mandate matching the corporate resolutions.
- Licence renewals current, with no lapsed period.
- Sector approvals where the activity is regulated.
Corporate tax, VAT and filing requirements are set by the Federal Tax Authority and your registrar and are updated periodically. Verify your obligations against the current official guidance.
Running the process well
Build the data room before you pitch, in the order above, and keep a single index. When a term sheet arrives, have it reviewed before you sign — the economics and control terms set at that stage are difficult to reopen. Our term sheet review is AED 1,950 and a full fundraise readiness pass is AED 3,950.
Practical checklist
- Cap table reconciled to the registrar's record.
- Founders' agreement signed, with vesting.
- IP assigned in writing by every founder, employee and contractor.
- Trademark filed for the brand in the UAE.
- Employment contracts and visas correct for the jurisdiction.
- Top customer contracts signed, not just invoiced.
- Website terms and privacy policy in place.
- Corporate tax and VAT position confirmed.
- UBO filings current.
- Data room indexed before the first investor meeting.
Common mistakes
- A cap table that only exists in a spreadsheet.
- Product built by contractors with no written IP assignment.
- A former co-founder whose shares were never formally dealt with.
- SAFEs signed on inconsistent terms with overlapping caps.
- Team members working on the wrong visa or misclassified as contractors.
- Revenue recognised on contracts nobody actually signed.
- Signing a term sheet before it has been reviewed.
Frequently asked questions
What do investors check first in UAE diligence?
Ownership and IP. Whether the registrar's record matches the cap table, and whether the company — not the founders or a contractor — owns the product.
Do we need a DIFC or ADGM holding company to raise?
Not always. Institutional investors are often more comfortable with a common-law holding structure, but many rounds are done into free zone and mainland entities. Decide before the round, because restructuring mid-process causes delay.
Are SAFEs used in the UAE?
Yes, they are common at early stage, but the conversion mechanics must work with the entity's constitutional documents and the registrar's transfer process. Have the first one reviewed carefully; the rest will follow its shape.
How long before a raise should we start?
Two to three months for the documents above. Attestation, registrar filings and visa corrections all take real time and cannot be compressed at the end.
Do we need audited accounts?
It depends on the entity type and the registrar's requirements, and investors frequently ask regardless. Confirm your obligation with your registrar and plan for the request.
Can you get us fundraise ready?
Yes. Our fundraise readiness service is AED 3,950 and covers the corporate, equity and IP position investors will test.
This guide is general information about UAE federal law, Dubai rules and, where stated, DIFC or ADGM rules. It is not legal advice on your situation, and rules, fees and procedures change. Verify anything you intend to rely on against the current official source, or instruct a UAE-licensed lawyer through the service linked above.