How a Partner or Shareholder Buyout Is Valued in the UAE

By Bill Anderson, FCCA, Chief Executive Officer, Assetica · Published 2026-07-18

Direct Answer: A partner or shareholder buyout is valued by first valuing the whole company on a defensible basis, then valuing the specific stake being bought, which is not simply the company value multiplied by the percentage. A minority stake, one that cannot control the company, is usually worth less per share than a controlling stake, because it attracts discounts for lack of control and lack of marketability. A controlling stake may attract a premium. The shareholders agreement or memorandum of association often sets the valuation mechanism and the standard of value, and where it does, that governs. Because the buyer wants the number low and the seller wants it high, an independent valuation is what turns a standoff into a completed deal: it gives both sides a defensible figure neither can dismiss as self-serving.

Buyouts fail for one reason more than any other: the two partners cannot agree what the departing stake is worth, and each has an obvious incentive to see it differently. The way out is not to argue harder; it is to take the number out of the argument.

Start with the shareholders agreement

Before any valuation method is chosen, the governing document usually decides the rules. A well-drafted shareholders agreement, or for a mainland company the memorandum of association, often specifies how a departing partner's shares are valued: the standard of value, whether minority discounts apply, who appoints the valuer, and sometimes a formula or a pre-agreed multiple. Where those terms exist, they govern the buyout, and a valuer works within them rather than around them. Where they are silent or absent, the parties fall back on a fair value assessment, which is exactly where disputes begin. The first step in any buyout is therefore reading what you already agreed, because it may settle questions the two sides are about to fight over.

Valuing the stake, not just the slice

The common error is to value the whole company and multiply by the percentage. A 30 percent stake in a company worth AED 10 million is not automatically worth AED 3 million. If that 30 percent cannot control decisions, appoint directors or force a dividend or a sale, a buyer of it, including the remaining partner, is acquiring an interest with limited power, and the market prices that limitation. Two discounts commonly apply to a minority interest: a discount for lack of control, reflecting the inability to direct the business, and a discount for lack of marketability, reflecting how hard a private minority stake is to sell to anyone else. A controlling stake, by contrast, may carry a control premium. Our guide to the discounts buyers apply covers these in depth.

How the company itself is valued

Underneath the stake sits the company, valued the way any business is: the income approach (a discounted cash flow) for the earning power, the market approach using multiples from comparable UAE and regional transactions, and an asset-based approach as a floor, reconciled into a defensible range. Earnings are normalised first, which matters more than usual in a buyout, because a departing partner may have been drawing an above-market salary, or the remaining partner may argue the business depends on them personally. Stripping out owner-specific costs and one-off items to reach the true maintainable profit is what both sides end up negotiating around, so getting it right and evidenced is what keeps the discussion on the figures rather than on grievances.

Why independence is what closes the deal

In a buyout the buyer and seller sit on opposite sides of the same number, and a valuation produced by either side's own accountant is dismissed by the other before it is read. An independent valuation serves neither party, and that impartiality is precisely what gives it authority: it can be accepted as a single joint expert opinion, settle a negotiation that has stalled, or, if the buyout ends up before the DIFC or ADGM courts, stand as evidence. Independence from audit and deal-broking conflicts is the trait that matters most. Assetica prepares buyout and shareholder valuations across the UAE to RICS and IVS standards, isolating the specific stake with the appropriate discounts and disclosing the methodology so the figure can be defended. Our work on shareholder dispute valuations covers the contested end of the same spectrum.

Getting a buyout done

The buyouts that complete cleanly follow the same path: read the shareholders agreement first, agree to appoint an independent valuer both sides will accept, value the company on a defensible basis with earnings properly normalised, then value the specific stake with the discounts or premium the interest actually warrants. Where the two sides remain apart on price, structures such as deferred consideration or an earn-out can bridge the gap once the underlying value is agreed. What does not work is each partner arriving with their own number and hoping to meet in the middle, because the middle of two self-serving figures is not a value, it is a horse-trade. Our core business valuation service handles buyouts end to end; to start, talk to our team.

Frequently Asked Questions

How do you value a partner's share in a buyout?

First the whole company is valued on a defensible basis, then the specific stake is valued, which is not simply the company value times the percentage. A minority stake usually attracts discounts for lack of control and lack of marketability; a controlling stake may attract a premium. Where a shareholders agreement sets the mechanism, that governs.

Is a 25 percent stake worth 25 percent of the company?

Usually not. A 25 percent stake that cannot control the company is worth less per share than a controlling stake, because a buyer is acquiring limited power over decisions, dividends and any future sale. Discounts for lack of control and lack of marketability reduce the value below a straight pro-rata share.

What if the shareholders agreement sets a valuation method?

Then it governs. A well-drafted agreement or memorandum of association often specifies the standard of value, whether minority discounts apply, and who appoints the valuer. The valuer works within those terms. Where the document is silent, the parties fall back on a fair value assessment, which is where most buyout disputes arise.

Why use an independent valuer instead of our own accountant?

Because the buyer and seller are on opposite sides of the same number, and either side's own accountant is dismissed by the other. An independent valuation serves neither party, which is what gives it the authority to settle the negotiation, act as a joint expert opinion, or stand as evidence if the matter reaches the courts.

How long does a buyout valuation take?

Typically five to seven business days from receiving the accounts, shareholding details and the shareholders agreement, with expedited delivery available where a deal is moving quickly.

This article is general information on buyout and shareholder valuations, not legal advice. Terms in your shareholders agreement govern; confirm your position with your advisors.

Frequently Asked Questions

Speak to Assetica about M&A & Transaction 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 m&a & transaction valuation, or book a scoping call. Standard reports are issued in five to seven business days.

Related Guides

• Selling a Minority Stake in a UAE Business: Value and What You Give Up
• Your Business Is Worth Less Than You Think: The 7 Discounts Buyers Never Tell You About
• How to Value a Real Estate Brokerage in Dubai Before a Sale or Merger
• Earn-Outs Explained: How Deferred Consideration Works in a UAE Business Sale
• How to Value an E-commerce Business in the UAE