My Business Partner Is Suing Me or Trying to Push Me Out
“My business partner has sent me a legal notice or taken me to court, or is trying to push me out of the company — or we're simply deadlocked — and I don't know what my rights are or how either of us can get out.”
A business partner dispute is a dispute between the owners of a company over control, money or exit, which UAE law decides first by the company's own constitutional documents and shareholders' agreement and then by the companies law of wherever the company is registered — the federal Commercial Companies Law onshore, or the DIFC or ADGM regime — in the court or arbitral forum those documents and that law point to.
Whether your partner has served papers on you, is cutting you out of decisions and profits, or the two of you are simply stuck, three things decide what happens next: where the company is registered, what its memorandum of association and any shareholders' agreement say, and what exactly your partner has started. This page covers each situation, and how either of you can exit, in Dubai, Abu Dhabi, the DIFC and ADGM, on the law as reviewed on 24 September 2026 — including the Commercial Companies Law amendments in force since 15 October 2025. Guides relying on the 1985 Civil Code, repealed on 1 June 2026, are out of date. LEXNOVA is not a law firm and does not give legal advice; LEXNOVA Legal Connect can help you explore potentially suitable corporate and litigation lawyers, including lawyers who act for the partner being sued.
LAST REVIEWED 24 SEPTEMBER 2026
WHERE THIS IS HANDLED
The forum the memorandum or shareholders' agreement names — a court, or arbitration such as under the DIAC Arbitration Rules 2022 — and otherwise the courts where the company is registered: the Dubai Courts (after the Centre for Amicable Settlement of Disputes where its rules apply) or the Abu Dhabi Judicial Department's courts onshore, or the DIFC Courts or ADGM Courts. An agreed exit is completed at the licensing authority and in the commercial register.
How the answer changes by jurisdiction
Dubai (mainland)
A mainland LLC is governed by Federal Decree-Law No. 32 of 2021 on Commercial Companies, as amended by Federal Decree-Law No. 20 of 2025. There is no general 'unfair prejudice' petition onshore: minority remedies are specific (information, calling a general assembly, court dismissal of a manager, the manager's liability), and drag-along and tag-along apply only if the memorandum contains them. Disputes go to the Dubai Courts — many claims of up to AED 500,000 first to the Centre for Amicable Settlement of Disputes — or to arbitration if agreed.
DIFC
A DIFC company is governed by the DIFC Companies Law (DIFC Law No. 5 of 2018), and disputes go to the DIFC Courts, in English, under common-law procedure with disclosure. Article 149 provides for court orders where a company's affairs are conducted in a way that is unfairly prejudicial to members — a remedy with no general onshore equivalent. The Rules of the DIFC Courts also offer freezing orders and give a defendant 14 days from service of the claim form to acknowledge it.
Abu Dhabi (mainland)
The same federal Commercial Companies Law, 2025 amendments and minority remedies apply as in Dubai. The forum differs: the Abu Dhabi Judicial Department's courts, applying the same federal Civil Procedure Law, in Arabic, with court-appointed experts rather than common-law disclosure. Dubai's amicable-settlement stage does not apply to an Abu Dhabi case, and no equivalent compulsory pre-filing stage was confirmed for Abu Dhabi, so a lawyer checks the current route before anything is filed.
ADGM
An ADGM company is governed by the ADGM Companies Regulations 2020, modelled on English company law, which let a member petition the ADGM Courts on the ground of unfair prejudice; the orders the court can make were not confirmed for this page. Under the ADGM Court Procedure Rules 2016, a defendant has 14 days from service of the claim form to acknowledge it and generally 28 days to file a defence, admit the claim or challenge jurisdiction, and a claimant can seek default judgment if no acknowledgment is filed in time.
WHAT YOU CAN DO NEXT
STEP 01
Work out exactly what your partner has started
A legal notice is a demand, not a court claim — but an angry reply can hand over admissions, and silence leaves your partner's version as the only one on record. A settlement-centre request: in Dubai, many claims of up to AED 500,000 must first go to the Centre for Amicable Settlement of Disputes (Resolution No. (4) of 2025 of the President of the Dubai Courts); a settlement signed there ends the dispute and becomes enforceable once endorsed.
A court claim: onshore, service by email, SMS or recorded call counts from the day it is sent; the defendant has 10 working days from notification to file a defence memorandum (Civil Procedure Law, Federal Decree-Law No. 42 of 2022, Art. 48(2)); and objections such as lack of local jurisdiction are lost unless raised first, before the Case Management Office. Our page on being served with a court claim covers the mechanics; a lawyer computes your deadline. An arbitration request: under the DIAC Arbitration Rules 2022, for example, the answer is due within 30 days of notification.
An application to freeze assets or stop you travelling: onshore, a court can attach assets as a precaution before judgment without hearing you first; the applicant must then take further steps within a fixed time, and you can challenge the order. A court can also impose a travel ban as a procedural measure in some civil cases, so check before you travel. Whatever arrived, keep running the business within your authority, and explore potentially suitable corporate litigation lawyers through LEXNOVA Legal Connect, saying that you are the partner being sued.
STEP 02
Pull out the documents that decide partner disputes
Most partner disputes are decided by paper signed years earlier. Collect the memorandum and every amendment, any shareholders' agreement or side letter, manager appointments, general assembly minutes, the licence, the register extract and recent accounts. Onshore, the memorandum and its amendments must be in Arabic and authenticated by the licensing authority (Art. 14(1) of the Commercial Companies Law, as amended), so obtain the authenticated Arabic text.
Read them for voting thresholds, manager appointment and removal, deadlock and dispute-resolution clauses, pre-emption, valuation, and drag-along or tag-along. Since 15 October 2025, Art. 14(4) allows an LLC's memorandum, or a private joint stock company's articles, to include drag-along and tag-along clauses on conditions agreed in advance. They bind where the constitutional documents contain them; a clause found only in a side agreement needs a lawyer's view on how far it can be enforced.
A family business may fall under Federal Decree-Law No. 37 of 2022, which provides for a family charter (Art. 6) and sets share-disposal rules, including pre-emption and a 75% partner approval before shares pass to a buyer outside the family (Art. 8). A company in a free zone other than the DIFC or ADGM may be governed by that zone's own companies regulations, which this page does not cover.
STEP 03
Protect your position while the dispute runs
Bank-mandate lockouts are covered on our page on a partner locking you out of the company bank account. If you are the manager, the law makes you liable to the company, the partners and third parties for fraud, misuse of powers, breaches of the law or the memorandum and gross error, and any clause exempting a manager from that liability is void (Art. 84) — so document your decisions carefully.
A precautionary attachment can be made without hearing you, so you may learn of it only once it is in place; get the order to a lawyer the same day. Urgent and interim applications fall outside Dubai's amicable-settlement stage altogether (Dubai Law No. 18 of 2021, as amended by Dubai Law No. 9 of 2025), so they can come fast.
Avoid self-help: removing records, moving funds, changing signatories or locking your partner out of systems can turn a civil dispute into a criminal complaint against you (see our page on a police complaint filed against you). Keep staff, suppliers, the licence renewal and bank covenants running; a company in breach loses value for whoever ends up owning it.
STEP 04
If you are the minority partner being squeezed out
Information and meetings: any LLC partner may inspect the general assembly minutes and the balance sheet, profit and loss account and annual report (Art. 100). The general assembly meets at least once a year, within four months after the financial year ends, and must be convened at the request of partners holding at least 10% of the shares (Art. 92). Amendments to the memorandum and capital increases or reductions need three-quarters of the shares represented at the meeting, and increasing the partners' financial obligations needs unanimity (Art. 101).
Challenges and claims: a partner may ask the court to annul a resolution that breaches the law or the memorandum; the provision and any time limit were not confirmed here, so act quickly. The court may dismiss a manager on a partner's application if it finds legitimate grounds (Art. 85(1)). If a partner assigns a quota to an outsider, the others may buy it first within a short statutory window, with a disputed price set by experts nominated by the licensing authority (Arts. 79–80); a tag-along clause in the memorandum lets you join a sale on the same terms agreed with the buyer (Art. 14(4)).
In the DIFC and ADGM, the unfair-prejudice remedy described above is the main tool. What you can do this month onshore: send the manager a written information request; if it is refused, have partners holding 10% of the shares require a general assembly; challenge any resolution taken in breach; then decide with a lawyer whether to bring a claim.
STEP 05
If the two of you are deadlocked
Start with any deadlock clause — a buy-sell mechanism, a casting vote, escalation or mediation. Without one, mediation is still open: under Federal Decree-Law No. 40 of 2023 on mediation and conciliation, partners can go to a mediation centre before any case, a court can refer a case at any stage, and a court-ratified settlement serves as a writ of execution.
Article 85(4), added in 2025, is often described online as a 'temporary general manager' for deadlock. It is not. If an LLC's board of managers' term expires without the board being reconstituted, it carries on for up to six months; if the general assembly still fails to act, the licensing authority may appoint a manager or board, from the partners or others, for up to one year while an election is called. A deadlocked 50/50 company may end up there, but it is an administrative safety net, not a court remedy.
A manager who wants out may resign in writing to the general assembly, copying the licensing authority; unless the memorandum or appointment contract says otherwise, the resignation takes effect if the assembly has not decided within 30 days (Art. 85(2)). Beyond that, a negotiated buy-out is often the most practical exit. Dissolution through the court is the last resort; its grounds were not confirmed for this page, and our guide on liquidating a company covers the procedure.
STEP 06
Removing a partner, or leaving yourself: by agreement or when they refuse
Track A — when your partner agrees: the quota is transferred by an attested instrument, effective against the company and third parties once entered in the commercial register (Art. 79), with the other partners' pre-emption honoured or waived (Art. 80); the memorandum is amended in Arabic and authenticated by the licensing authority, with a notary only where the authority allows (Art. 14(1)); and a departing manager is removed by general assembly resolution, unless the memorandum or appointment contract provides otherwise, and a replacement appointed (Arts. 83, 85(1)). Settle accounts, guarantees and debts in a signed document first. If everything is agreed, a business-setup agent may handle the filings; anything contested is work for a lawyer.
Track B — when your partner refuses: the options include a drag-along clause whose pre-agreed conditions are met (Art. 14(4)), a call option or default clause in a shareholders' agreement, the family-business share rules, removal from the manager's role (which does not remove ownership), or a court application to exclude a partner or let one withdraw. Guides citing the 1985 Civil Code for that last route are out of date: that code was repealed on 1 June 2026 and replaced by the Civil Transactions Law (Federal Decree-Law No. 25 of 2025), and the current conditions were not confirmed for this page.
Valuing the departing share: a valuation clause comes first. The statute uses experts twice — a disputed pre-emption price is set by experts with technical and financial experience nominated by the licensing authority (Art. 80), and a deceased partner's quota bought under a memorandum clause is valued by the court through experts if no price is agreed with the heirs (Art. 14(4)). In a contested case, the judge can appoint a registered expert, for example to examine the accounts (Civil Procedure Law, Art. 45(4)).
STEP 07
Choose the forum, the outcome you want and your counter-moves
Forum first: the court must dismiss a claim brought in breach of an arbitration clause, but only if you raise the clause before any plea on the merits (Federal Law No. 6 of 2018 on Arbitration, Art. 8), so raise it in your first filing; whether a particular company-law claim can be arbitrated was not confirmed for this page. Onshore, you can bring your own requests in the same case — set-off, or damages for harm caused by the claim — but not after pleadings close (Civil Procedure Law, Arts. 101–102).
Settlement stays open throughout. Onshore, the supervising judge of the Case Management Office can propose conciliation, and a settlement recorded there has the force of a writ of execution (Art. 45(4)); a court can also refer the case to mediation. Time and cost are driven by experts, service abroad, translation and appeals; a first-instance judgment is final where the claim does not exceed AED 50,000.
Bring the memorandum and amendments, the shareholders' agreement, the register extract, the notice or claim with its date and method of service, recent accounts, key messages and a one-page timeline. Then explore potentially suitable corporate and litigation lawyers through LEXNOVA Legal Connect; every match is reviewed by a person, and the lawyer advises on your options and their fees.
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