In-Kind Contributions in the UAE: The New Mandatory Valuation Rules

By Bill Anderson, FCCA, Chief Executive Officer, Assetica · Published 2026-11-06

Direct Answer: If you put anything other than cash into the capital of a UAE mainland company, it now needs an independent valuation from a valuer registered with the Ministry of Economy and Tourism. That covers a business, intellectual property, equipment, property or shares. The rule comes from the 2025 amendments to the Commercial Companies Law and Ministerial Decision No. 117/2026, issued on 3 June 2026. A contribution made without a compliant valuation risks being treated as void.

For years, founders agreed the value of non-cash capital between themselves. One partner brought the money. The other brought the software, the trade name or the machines, and a figure went into the memorandum. Few people tested it.

That approach no longer works for companies under the federal Commercial Companies Law. This guide explains what changed, who can sign the valuation, how long the report lasts and how to plan a transaction around it.

What counts as an in-kind contribution

An in-kind contribution is capital paid in assets instead of cash. The shareholder receives shares, and the company receives the asset. Common examples include:

An existing business or trading division moved into a new company
Intellectual property such as software, patents, trade marks or a brand
Plant, machinery, vehicles and equipment
Land and buildings
Shares in another company, often when a holding company is put on top of a group
Inventory or other operating assets

The need can arise when a company is formed, and again when its capital is increased. Group reorganisations are a frequent trigger, because moving a subsidiary or a brand under a new holding company is usually paid for in shares, not cash. Our guides on holding company structures and investment structuring in Dubai cover those moves.

What the law now says

Two instruments work together.

The first is Federal Decree-Law No. 20 of 2025, which amended the Commercial Companies Law, Federal Decree-Law No. 32 of 2021. Al Tamimi & Company summarises the change: in-kind contributions must be valued by one or more valuers, and otherwise they are considered void. Other commentary on the amendments adds that the contributor pays for the valuation and that the competent authority can challenge it.

The second is Ministerial Decision No. 117/2026, "Concerning the Standards and Requirements for the Valuation of In-Kind Contributions and the Accreditation of Valuers". The Minister of Economy and Tourism issued it on 3 June 2026. It creates a central register of valuers at the Ministry. The local authority responsible for company affairs in each emirate is the competent authority that receives the valuation.

The details below follow the Greenberg Traurig alert on the Decision. Check the current text with your lawyers before you rely on any single point.

Who can sign the valuation

Our guide on who can value a business in the UAE explains that most purposes have no single licence. The recipient decides what evidence it will accept. In-kind contributions are now an exception. Registration in the Ministry's register is a precondition for the local licensing authority to accept the valuation.

Requirement	What the Decision is reported to require
Registration	The valuer must appear in the central register kept by the Ministry of Economy and Tourism
Qualification	For individuals, a qualification from a member body of the International Valuation Standards Council, such as RICS or ASA
Experience	At least three years of specialised valuation experience
Insurance	Professional liability cover from an insurer registered in the UAE
Standards	The valuation must follow internationally recognised valuation standards
Fees	Success fees are not permitted

Valuers already in practice are reported to have one calendar year from the Decision coming into force to regularise their position. During that window, ask any valuer you plan to use where they stand on registration, and get the answer in writing.

The independence rule that catches deal advisers

The Decision also restricts who can value a given transaction. A valuer cannot issue the report if, in the previous 12 months, it gave a main party material services on the value, pricing or structuring of the same transaction.

This matters in practice. The adviser who helped you agree the price with your new partner may not be able to sign the statutory valuation. The firm that designed the group structure may be in the same position. Plan for two separate roles early, so the valuation is not delayed by a conflict found at the last minute.

How long the report lasts

Two time limits shape the timetable.

Six months. The valuation report is reported to be valid for six months.
Three months. The data used in the valuation should be no more than three months old.

Together these mean a valuation cannot be commissioned long before the filing and left in a drawer. If the capital increase slips past the validity period, expect to refresh the report. Management accounts also need to be current when the work starts. Our valuation documents checklist lists what to have ready.

Which companies are covered

The Decision is reported to apply to every company form under the Commercial Companies Law, with one exception: public joint stock companies regulated by the Securities and Commodities Authority. Mainland LLCs and private joint stock companies are therefore in scope.

Free zone companies generally follow their own zone's regulations, and DIFC and ADGM have separate company law. If your structure mixes a mainland company with free zone or financial centre entities, ask counsel which rules apply to each step of the transaction.

What happens if the valuation is missing or weak

Three consequences are worth understanding.

The contribution can be void. Under the amended law, an in-kind contribution that has not been valued as required is treated as void. Shares issued against it are then open to question.
The report will not be recognised. A valuation from a valuer who is not registered is not accepted, so the filing stalls.
Penalties may apply. Non-compliance can lead to administrative penalties under Cabinet Decision No. 102/2022.

There is also a commercial cost. A buyer or investor doing due diligence later will ask how the share capital was paid up. A capital base that rests on an unsupported figure is a finding they will price.

How the main asset types are valued

The method depends on the asset. A valuer works under the International Valuation Standards and picks the approach that fits the evidence.

Asset contributed	Usual approach	What the valuer needs
A going business or shares in a company	Discounted cash flow, cross-checked with market multiples	Financial statements, current management accounts, forecasts, shareholder documents
Software, patents, brands and other intangibles	Relief from royalty, excess earnings or replacement cost	Proof of ownership, registrations, revenue linked to the asset, development costs
Plant, machinery and equipment	Market comparison or depreciated replacement cost	Asset register, purchase invoices, maintenance records, site inspection
Land and buildings	Market comparison or income capitalisation	Title deed, leases, plans, a property valuer with the right local registration

Intangibles are the hardest category. Ownership is often unclear, because code was written by contractors or a brand was registered in a founder's own name. Fix the ownership before the valuation, not after. Our guides on intangible asset and brand valuation and plant and machinery valuation go deeper on each.

Five steps before you contribute an asset

Confirm the rules that apply. Ask counsel whether the company is under the Commercial Companies Law and whether the step is an in-kind contribution.
Check the valuer's status. Ask for evidence of registration, or of where the valuer stands in the regularisation period.
Clear conflicts. Make sure the valuer has not advised a party on the price or structure of this transaction in the last 12 months.
Prove ownership. Gather title documents, registrations and assignments for every asset going in.
Work back from the filing date. Time the valuation so the report is inside its validity period and the data is current on the day you file.

Contributing a business, IP or equipment into a UAE company?

Tell us what is going in and when you plan to file. At the scoping call we confirm the asset, the valuation standard and the requirements that apply to your transaction before any work starts. The fee is fixed and quoted in writing.

Explore our business valuation work

Frequently Asked Questions

What is an in-kind contribution in a UAE company?

It is share capital paid in assets instead of cash. Examples include an existing business, software or a brand, equipment, property, or shares in another company. The contributor receives shares in return, so the value given to the asset decides how much of the company they own.

Is a valuation mandatory for in-kind contributions in the UAE?

Yes, for companies under the federal Commercial Companies Law. The 2025 amendments require in-kind contributions to be valued by one or more valuers, and a contribution that is not valued as required is treated as void. Ministerial Decision No. 117/2026 sets the standards and the accreditation rules for valuers.

Who can value an in-kind contribution in the UAE?

A valuer entered in the central register kept by the Ministry of Economy and Tourism. The Decision is reported to require a qualification from an International Valuation Standards Council member body such as RICS or ASA, at least three years of specialised experience and professional liability insurance from a UAE-registered insurer.

How long is an in-kind contribution valuation report valid?

The report is reported to be valid for six months, and the data used should be no more than three months old. Time the valuation against your filing date. If the transaction slips beyond the validity period, the report is likely to need refreshing.

Can our deal adviser also prepare the valuation?

Often not. A valuer cannot issue the report if it gave a main party material services on the value, pricing or structuring of the same transaction in the previous 12 months. Success fees are also not permitted. Appoint an independent valuer early to avoid a late conflict.

Do the rules apply to free zone, DIFC or ADGM companies?

The Decision is reported to apply to company forms under the Commercial Companies Law, except public joint stock companies regulated by the Securities and Commodities Authority. Free zone companies generally follow their zone's own regulations, and DIFC and ADGM have separate company law. Confirm the position with counsel for each entity involved.

This article is general information, not legal, tax or investment advice. It reflects published summaries of Ministerial Decision No. 117/2026 as at November 2026.

Disclaimer. This article is general information about valuation practice in the UAE and is not a valuation, an opinion of value, or tax, legal or investment advice. Any figures or reference ranges are indicative and are not a quotation for any specific business. Rules, rates and the requirements of individual authorities change, so confirm the current position before relying on anything here. For your own circumstances, book a scoping call.

Speak to Assetica about Business Valuation

Assetica is an independent business valuation firm in Dubai. We do not audit and we do not broker deals, so the number carries no conflict. Read more about business valuation, or book a scoping call. Standard reports are issued in five to seven business days.