By Bill Anderson, FCCA, Chief Executive Officer — Assetica, Dubai, UAE
Definition: Share valuation is an estimate of what a specific shareholding is worth at a stated date, on a stated basis of value. For a private company, it starts from the equity value of the whole business. It then reflects the holding's class, rights and control, how easily it can be sold, and pricing terms in the shareholders' agreement. In the UAE, it supports transfers, buyouts, disputes and tax compliance.
Assetica provides independent share valuation in the UAE when a private company stake changes hands or its price is disputed. A partner exits, an investor buys in, shares move to a holding company, or shareholders need a number both can test. We start with the Memorandum of Association and shareholders' agreement, which often decide how a stake is priced. We then value the company and the stake to IVS and RICS standards, and IFRS where relevant. Led by a former RBS Global CFO, we have completed over 500 valuations across 15+ countries. We do not broker deals or take success fees, and our reports are used with the FTA, the GDRFA, banks, buyers and the DIFC and ADGM courts.
Most share valuations start with a change of ownership or a disagreement about price. Common triggers include a partner leaving, a new investor buying existing shares, and a buy-sell clause or option in a shareholders' agreement. Moving shares into a holding company is another, because a related-party transfer involving a taxable person is tested against the arm's length principle for UAE Corporate Tax. Disputes and deadlocks need a figure both sides can examine. Lenders taking a pledge over shares, executors dealing with an estate, and Golden Visa applicants evidencing a shareholding may also need one. So do companies that carry unquoted shares at fair value in their accounts. Each purpose can call for a different basis of value and a different valuation date. That is why our first question is always what the valuation is for, and who will rely on it.
The basis of value decides the answer before any method is chosen. If the shareholders' agreement or Memorandum of Association defines how shares are priced on exit, that definition normally governs. Some agreements require a pro-rata share of company value with no discounts. Others call for the market value of the actual holding. If they are silent, IVS market value is a common starting point: the price between a willing buyer and seller at arm's length, after proper marketing. IVS also recognises equitable value, a price between identified parties reflecting their respective interests, which can suit a buyout between named partners. Shares held at fair value in accounts use the IFRS 13 exit price between market participants. IFRS 13 allows a premium or discount only where market participants would apply it and it fits the unit of account. It bars blockage discounts for the size of a holding. Dates matter too: a buyout or dispute is often valued at the agreement's trigger date, not today.
We value the whole company first, using at least two recognised approaches. The income approach discounts forecast cash flows. The market approach applies multiples from comparable transactions or listed peers. An adjusted net asset approach suits holding and asset-heavy companies. Earlier deals in the company's own shares are tested as evidence too. The income and market approaches usually produce an enterprise value, which is not yet the value of the shares. We bridge to equity value by deducting debt and debt-like items, such as end-of-service benefit liabilities, and adding surplus cash and non-operating assets. Shareholder loans and current accounts are examined individually, because their treatment moves the value per share directly. Where there is more than one share class, equity is allocated according to the rights of each class. Only then do we turn to the specific stake.
Percentage ownership and value are not the same thing. A holder who cannot appoint the board, set dividends or force a sale may warrant a discount for lack of control. Private shares cannot be sold quickly on an exchange, which may justify a discount for lack of marketability. A controlling stake can carry a premium where control has real economic value. None of these is automatic. The size of any adjustment depends on the rights attached to the shares: board seats, reserved matters, tag-along and drag-along rights, put options and transfer restrictions. It must also match the level at which the company was valued. A minority discount applied to a value already built on minority-basis data, such as listed share prices, can count the same discount twice.
A report built for scrutiny states its purpose, basis of value and valuation date at the outset. It identifies the exact shares valued, their class and rights, and the documents relied on. It sets out each method, the key assumptions and how the results were reconciled. It shows the bridge from enterprise value to equity value, line by line. It explains any discount or premium and the evidence behind it, with sensitivities on the inputs that matter. It closes with a statement of independence and compliance with IVS and RICS standards. The other side's adviser, an auditor, the FTA or a court will usually test these points. Expect questions on whether the basis matches the agreement, whether the date matches the trigger, and whether shareholder loans were treated consistently.
The most expensive errors are simple ones. Multiplying company value by the percentage held ignores the rights attached to the stake. Applying discounts that the shareholders' agreement excludes produces a figure the other side can reject outright. Using today's date when the agreement fixes an earlier trigger date values the wrong thing. A transfer recorded at the nominal share capital shown in the Memorandum of Association rarely reflects market value. Leaving out shareholder loans, end-of-service liabilities or dividends declared but unpaid distorts the equity bridge. Ignoring the preference rights of another share class overstates the value of ordinary shares. Reusing a report prepared for another purpose, such as a bank facility, can apply the wrong basis of value. Finally, a figure prepared by one shareholder's own accountant carries little weight with the other shareholder, whatever its quality.
Where the company is registered shapes the process. In a mainland LLC, the Memorandum of Association and the Commercial Companies Law govern transfers, and other partners generally hold pre-emption rights. Federal Decree-Law No. 20 of 2025 amended that law. Mainland LLCs can now create share classes with different rights and add drag-along and tag-along terms to the Memorandum, subject to implementing rules. Free zone, DIFC and ADGM companies follow their own regulations and articles of association. UAE Corporate Tax under Federal Decree-Law No. 47 of 2022 applies at 9% on taxable income above AED 375,000. A share transfer between a taxable person and a related party, such as a group holding company, is tested against the arm's length principle. Qualifying group relief, business restructuring relief or the participation exemption can change the tax result, so ask your tax adviser which applies. Some Golden Visa routes look at the applicant's own shares, not the whole company, so we value that stake on the basis the authority requests.
Scoping Call: We agree the purpose, the shares being valued, the governing documents, the basis of value and the valuation date, then confirm a fixed fee and timing in writing.
Documents and Rights Review: We review accounts, forecasts, the Memorandum of Association, the shareholders' agreement, the cap table and any shareholder loans, so the rights attached to the stake are clear.
Company and Stake Valuation: We value the company by at least two approaches, bridge to equity value, then value the specific shares, applying only the adjustments their rights and the agreement support.
Report and Follow-Through: You receive an IVS and RICS-compliant report. We walk you through it and answer questions from the other shareholder, counsel, auditors or your tax adviser.
How do you value shares in a private limited company in the UAE?
You value the whole company first, then the specific shares. The company is normally valued by more than one approach, such as discounted cash flow, market multiples or adjusted net assets, so each result tests the others. Enterprise value is then bridged to equity value by deducting debt and debt-like items and adding surplus cash. Finally, the equity is allocated to the shares being valued, reflecting their class, control, marketability and any terms in the shareholders' agreement or Memorandum of Association.
Is a minority shareholding worth its percentage of the company?
Usually not, unless the governing documents say it should be. A holder who cannot control the board, dividends or a sale may warrant a discount for lack of control. Private shares that are hard to sell may warrant a discount for lack of marketability. Where a shareholders' agreement requires a pro-rata value with no discounts, that requirement governs. The size of any discount depends on the rights attached to the shares and must be evidenced.
What is the difference between fair value and market value of shares?
It depends on where the term appears. IFRS 13 fair value is used for financial reporting. It is the price that would be received to sell the shares in an orderly transaction between market participants at the measurement date. IVS market value is the price between a willing buyer and a willing seller at arm's length, after proper marketing. In a shareholders' agreement, fair value means whatever the agreement defines. Some agreements use it to mean a pro-rata value without discounts, so the drafting decides.
Do I need a valuation to transfer shares to a related party in the UAE?
Often, yes. A registrar may not insist on one. UAE Corporate Tax, however, tests a transfer between a taxable person and a related party, such as a holding company, against the arm's length principle. An independent valuation is the usual way to evidence that price, and a price set at nominal share capital rarely matches market value. Qualifying group relief, business restructuring relief or the participation exemption can change the tax result, so confirm the position with your tax adviser.
Can both shareholders use the same valuer in a buyout or dispute?
Yes, and it is often the quickest route to an agreed price. Both parties can jointly appoint one independent valuer, agree the instructions and share the same information. The valuer should have no audit, broking or advisory link to either side. Assetica does not broker deals or take success fees, so it can act as that single valuer, subject to a conflict check. Where the shareholders' agreement names a valuer or an appointment process, follow that process.
Can a share valuation support a UAE Golden Visa application?
Yes, where the route relies on the value of an investor's shareholding. Some Golden Visa routes look at what the applicant's own shares are worth, not the whole company, so the report must value that stake, net of debt. Other routes rely on capital or tax evidence instead. Requirements are set by the authorities and can change, so we confirm the current position at the scoping call. Assetica's reports are used with the GDRFA.
How much does a share valuation cost in Dubai?
Assetica does not publish a price list, because the fee depends on the work involved. The main drivers are the purpose, the number of share classes, the state of the accounts and forecasts, and whether the report may be used in a dispute. We confirm a fixed fee in writing after a scoping call, before any work starts. There is no hourly billing and no success fee.
How long does a share valuation take?
Timing is confirmed at the scoping call, and it is driven mainly by data availability. The work moves fastest when the accounts, forecasts, Memorandum of Association, shareholders' agreement, cap table and loan details arrive together. Contested matters can take longer, because each side's comments may need a written response. If an agreement, a registrar or a court has fixed a deadline, tell us at the outset so the timetable is built around it.