Step 1: Board/Shareholder Resolution for Liquidation

• Pass a board resolution declaring the intent to liquidate the company.
• The resolution must be signed by all shareholders/directors and notarized.
• If shareholders are abroad, the resolution must be attested by the UAE Embassy and Ministry of Foreign Affairs.

Step 2: Appoint a Licensed Liquidator

• Engage a DAFZA-approved auditor or liquidator.
• Obtain a Letter of Acceptance from the liquidator confirming the appointment.
• Once appointed, the liquidator assumes responsibility for the company’s affairs, replacing the powers of shareholders or directors.

Step 3: Public Notice Announcement

• Publish a liquidation notice in two local newspapers (English & Arabic).
• The notice must run for 45 days to allow creditors to file any claims.
• After the notice period, liquidation proceeds if no objections are raised.

Step 4: Settle Liabilities and Cancel Visas

• Pay off all company debts, supplier invoices, and employee end-of-service benefits.
• Cancel all employee, investor, and dependent visas under the company.
• Cancel the Establishment Card from the General Directorate of Residency and Foreigners Affairs (GDRFA).

Step 5: Obtain Required Clearances

Clearance certificates must be obtained from the following:

• Banks – confirming all company bank accounts are closed.
• Dubai Customs – proof of clearance for trading companies.
• Utility Providers (DEWA, Etisalat, Du) – all bills settled.
• Landlord or Facility Management – confirmation of office/warehouse lease cancellation.
• Federal Tax Authority (FTA) – VAT deregistration and tax clearance.
  VAT deregistration must be done within 20 business days after eligibility; otherwise, fines of AED 10,000 may apply.
• Road and Transport Authority (RTA) – if any vehicles are registered under the company.

Step 6: Handover Mandatory Registers (UBO Compliance)

Under Cabinet Decision No. (58) of 2020, companies must:

• Submit the Real Beneficiary Register (RBR) and Partners or Shareholders Register (PSR) to DAFZA within 30 days of appointing the liquidator.
• Maintain these records for five years after liquidation.
  Failure to comply results in administrative penalties.

Step 7: Comply with Economic Substance Regulations (ESR)

If your company conducted any of the nine relevant activities (e.g. banking, insurance, IP, distribution, etc.), it must:

• File the ESR notification and report before liquidation.
• Meet the Economic Substance Test for any active period.
  Non-compliance can result in hefty fines and reputational risks.

Step 8: Submit the Final Liquidation Report

• The liquidator prepares a detailed final audit/liquidation report summarizing asset distribution and liability settlement.
• Submit the report along with all clearance documents and company originals (License, MOA, AOA, Incorporation Certificate) to DAFZA.

Step 9: Receive Final License Cancellation Certificate

Once DAFZA verifies all documents and clearances, the authority issues a Final Liquidation Certificate confirming the company is officially dissolved.