For buyers & sellers11 min read

How to avoid scams when buying or selling a business in the UAE

Forged trade licences, padded revenue, fake buyers and bounced cheques: how fraud happens when a UAE business changes hands, and the checks that stop it.

Short answer

Scams in buying or selling a business in Dubai and the wider UAE are rarely clever.

They usually take one of three forms
  • A seller overstates revenue, hides debts, or sells something they don’t fully control.
  • A “buyer” asks you for fees or fishes for your data.
  • Money moves before ownership changes on the official record.
Three habits stop them
  • Check every licence on the government register yourself.
  • Pay only into escrow or a company account, against signed terms.
  • Release sensitive data in stages, and only to people you’ve verified.

Below are ten patterns, the check that stops each one, and a safe order for moving money and documents. For the full checklist, see our buyer due diligence guide.

Part 01

Red-flag phrases to watch for

If you hear any of these, slow down and verify before you go further.
What they sayWhat it usually means
“Another buyer is ready to pay today.”Pressure to skip your checks.
“Send the deposit to my personal account; the company account is being updated.”The money may never reach the company, or the company isn’t theirs to sell.
“My partner is only on paper.”Someone else legally controls the shares.
“Most sales are cash, so the books understate it.”Revenue you can’t verify.
“Here’s the licence on WhatsApp.”A screenshot proves nothing. Look it up yourself.
“We just need a refundable due diligence fee from you.” (to a seller)Advance-fee scam. Real buyers pay their own advisers.
“Send the full financials first, we’ll sign the NDA later.”Data fishing.
“We’ll pay the balance in post-dated cheques.”A bounced cheque is now mainly a civil debt to chase in court.
Part 02For buyers

How buyers get scammed in UAE business deals

Seven patterns, and the check that stops each one.

01The business, or its licence, isn’t real

Forged trade licences get passed around as PDFs and screenshots. In one Dubai case reported by Gulf News, a man sent an investor a forged licence over WhatsApp for a petrol services company that didn’t exist. He took money for “renewing the licence before a sale”, then stopped answering. In court he admitted the fraud.

The check

Never rely on a licence someone sends you. Look it up yourself:

  • Dubai mainland The Department of Economy and Tourism (DET) licence search, by English or Arabic name or by licence number (how it works).
  • Abu Dhabi The Department of Economic Development (ADDED).
  • Free zones The free zone authority that issued the licence.

Confirm the licence is active and that its activity matches the business you’re buying.

02The seller doesn’t control all the shares

A company with several shareholders needs every one of them to sign the transfer. A seller who “speaks for” a silent partner may not have that authority, and the deal can unwind later.

The check

Get the current memorandum of association (MOA) listing every shareholder and their stake. Every shareholder signs in person, or through a notarised power of attorney you have verified. Match each name to a passport. Pay the bulk of the price only after the licence or MOA shows your name: in most cases, shares don’t legally transfer until then.

03The nominee arrangement

Before 2021, most mainland companies needed a 51% Emirati shareholder, and many foreign operators held their stake through side agreements. A 2021 reform allowed full foreign ownership of mainland companies for most activities, but many older businesses never restructured. The person on the register is the legal owner. If the seller’s control rests on a side letter, you’re buying a potential dispute.

An older Dubai court case shows the risk. A business operator told prosecutors that his registered sponsor had used an authorisation, allegedly carrying the operator’s forged signature, to sell the operator’s share without his knowledge. Proven or not, the problem is structural: on paper, the sponsor was the owner.
The check

Ask in writing who the legal and beneficial owners are. If there’s a nominee, make restructuring to direct ownership a condition of completion. More in our licensing and transfer guide.

04Revenue that only exists in the POS

Cash-heavy businesses like cafés, salons and laundries are where numbers get padded. A POS report is easy to edit. Bank deposits and VAT returns are much harder to fake.

The check

Put 12 to 24 months of these side by side:

  • POS totals
  • Bank statements
  • Delivery-app payout statements
  • VAT returns

If the seller says “a lot of it is cash”, price the business only on what can be proven. Our valuation guide explains why.

05Debts that come with the company

In a share sale, you buy the company’s history: unpaid rent, supplier balances, bank facilities, pending cases and staff entitlements. Staff contracts don’t end at a sale. Under Article 48 of the labour law, they stay valid, and the new employer becomes responsible from the date the company’s records are amended. That includes years of accrued gratuity, often the largest item nobody mentions. See how gratuity transfers when a company is sold.

The check
  • A signed schedule of every liability
  • Warranties in the sale agreement that the schedule is complete
  • Part of the price held back for 6 to 12 months

06The lease that won’t transfer

A restaurant’s fit-out is worth little if the landlord won’t accept a new owner, or if the lease has eight months left.

The check

Before you sign anything binding, get the tenancy contract, confirm the remaining term, and get the landlord’s written consent to the change of ownership.

07The “broker” who wants a holding deposit

Someone shares a listing they have no mandate for and asks for a refundable deposit “to stop other buyers”. The refund never arrives.

The check

Ask for the owner’s written mandate and the broker’s own trade licence. Pay deposits only against signed terms, into escrow or the selling company’s account. Never into a personal account.

Part 03For sellers

How sellers get scammed

Three patterns that cost sellers money, data, or both.

08The buyer who needs you to pay first

A “fund” or “investor” seems keen, then asks you to cover a valuation report, a due diligence fee or a “compliance certificate”. Serious buyers pay for their own diligence.

The rule

You never pay someone to buy your business.

09The buyer who only wants your data

A competitor poses as a buyer to collect your supplier list, margins and staff salaries. Nothing illegal happens, and you’ve still lost.

The fix: release information in stages
  1. Anonymous teaser
  2. NDA
  3. Identity and proof of funds
  4. Summary financials
  5. Full data room, only when an offer is close
SHARH listing plans include a private data room that shows your files only to buyers you approve.
See listing plans →

10Payment that bounces

Selling for a deposit plus post-dated cheques for the balance is common, and riskier than it used to be. Since 2 January 2023, a cheque that bounces for lack of funds is generally a civil debt, not an automatic criminal case. You can enforce it through the courts, but the old deterrent is gone.

The mechanics of a dud-cheque scam are simple. In one case reported by Gulf News, a father and son claimed large Expo contracts, bought more than Dh8 million of goods from about a dozen suppliers, and paid with cheques that bounced. Both were sentenced to three years in prison and fined Dh14 million. That was a supplier scam, not a business sale, but the pattern is the same: a real-looking office, a confident story, and paper that bounces.
The fix

Don’t transfer the licence or shares until the money has cleared or sits in escrow.

Part 04

A safe order for money and documents

Most of the scams above work because money or control moves too early. This sequence keeps both sides covered.
NDA and identity checks, both ways
No money changes hands.
Heads of termsMoney moves
Agree price, structure, exclusivity period and conditions. Any deposit goes into escrow or the selling company’s account, refundable on stated conditions.
Due diligence
Licence, MOA, bank statements, VAT returns, lease, staff list and liabilities.
Sale agreement
Warranties, a signed liabilities schedule, and the size and period of any holdback.
Balance into escrowMoney moves
The buyer pays; the seller can see the money is there.
Transfer
Shares move at the notary or free zone registrar, and the licence and MOA are amended to show the buyer.
ReleaseMoney moves
Escrow pays the seller once the amended licence is issued. The holdback stays for the agreed period.
After completion
Update the bank mandate, the beneficial ownership (UBO) register, the lease and staff records.
Part 05

The 10-minute verification table

CheckWhereRed flag
Licence is real and activeDET (Dubai), ADDED (Abu Dhabi), or the free zone authorityExpired, not found, or names don’t match
Every shareholder is sellingCurrent MOA vs passports“My partner is only on paper”
Revenue is realBank statements, VAT returns, app payouts“Most of it is cash”
Liabilities are listedSigned schedule + warrantiesSeller won’t sign a schedule
Lease can transferTenancy contract + landlord consentShort term left, no consent letter
Broker is authorisedWritten mandate + broker’s licenceDeposit to a personal account
Buyer is realID + proof of funds before the data roomAsks you to pay a fee
Part 06

What to do if you’ve been scammed in a UAE business deal

Stop further payments and keep everything: chats, receipts, IDs and bank references. Then report it.

Bring in a UAE lawyer early. Evidence and speed matter.

FAQ

Common questions

Is it safe to buy a business in Dubai?

It can be, if you verify ownership, revenue and liabilities yourself and pay through escrow or company accounts. The risk comes from skipping checks to move fast.

How do I check a trade licence in Dubai?

Search the Department of Economy and Tourism’s licence records by company name or licence number. Free zone companies are checked with the free zone authority that issued the licence.

Can I trust a trade licence someone sends me on WhatsApp?

No. A PDF or screenshot can be forged. Look the licence up yourself on the issuing authority’s website.

Should I pay a deposit to reserve a business?

Only against signed terms, into escrow or the company’s account, and refundable on clear conditions. Never into a personal account.

Is a bounced cheque still a crime in the UAE?

Not for insufficient funds alone since 2 January 2023; it is enforced as a civil debt. Fraud and bad-faith conduct involving cheques can still be criminal.

How do I know a buyer is serious?

They identify themselves, show proof of funds, sign an NDA before seeing financials, and pay for their own advisers.