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Convertible notes and SAFEs are common law instruments, and whether they work for a UAE startup depends on where the company is incorporated. In DIFC and ADGM both are enforceable. In mainland UAE a SAFE is not recognised, so founders lean on convertible notes or convertible preference shares. This guide covers the instruments, the DIFC or ADGM holding structure that makes a round enforceable, and the filings needed on conversion.

Cabinet Decision 98 of 2024 cancelled UAE Economic Substance notifications and reports for financial years ending after 31 December 2022. The regime still governs the historical period from 2019 to 2022, where unfiled returns and penalties remain live. The substance test itself now sits inside corporate tax, where a Qualifying Free Zone Person must show adequate UAE substance for the 0 per cent rate.
Address: Business Bay, Empire Heights, block B, office 1604
PO Box: 415048
Opening hours:
Mon-Thu: 9am-5pm
Fri: 9am-12pm
Tel.: +971 (4) 876 1744
Email: [email protected]
Address: Sharjah Media City (SHAMS), Al Messaned, Sharjah, UAE
Opening hours:
By appointment only.
Tel.: +971 (4) 876 1744
Email: [email protected]
Address: Electra Street, Al Mazrooei building, 9th floor, office 903
PO Box: 62829
Opening hours:
Mon-Thu: 9am-5pm
Fri: 9am-12pm
Tel.: +971 (4) 876 1744
Email: [email protected]
Address: Miziara Centre, above Sea Sweet, Block C, 4th floor
Opening hours:
Mon-Thu: 9am-5pm
Fri: 9am-12pm
Email: [email protected]