There is a moment in every business sale where both sides relax. The price is agreed, the MOU is signed, the deposit is paid, and it feels like the hard part is over.
It isn't. The weeks between signing the MOU and the licence changing hands are where most deals fail, and almost nobody writes about them. Everything before that point is negotiation. Everything after it is process — and process has its own ways of going wrong.
Here is what actually happens.
Week one: the deposit and what it's protecting
The MOU is signed alongside a deposit, usually held while the remaining conditions are worked through.
The document that matters more than the amount is the one that says what happens to it. Under what circumstances is it refundable. What counts as the buyer walking away versus a condition failing. Who decides. Sellers assume a deposit means commitment. Buyers assume it means a refundable option. Both are looking at the same paragraph.
Get this precise before signing, not when someone wants their money back.
The conditions that have to be met
A well-drafted MOU is conditional on specific things happening: landlord consent to assign or approve the change of ownership, sector approvals where they apply, clearance of any outstanding liabilities, verification of the figures presented, and sometimes retention of named staff.
Each of those conditions belongs to someone. The most common cause of drift is nobody being clear who is chasing what, so everyone waits politely for a month.
The landlord
This is the single biggest reason a signed deal doesn't complete.
Most commercial leases in Dubai require the landlord's consent to assign the lease or to a change of control. Getting that consent is not a formality. Landlords may want to meet the buyer, may want a new security deposit, may want a higher rent on the transfer, and in some cases would simply rather have the unit back to relet at market rate.
Mall units are the hardest. Approval can take weeks and comes with its own conditions, sometimes including a full new lease on current terms rather than an assignment of the existing one.
Approach the landlord early, before the buyer's money and patience are committed elsewhere.
Sector approvals
Where a business is licensed by more than DET, the additional authority sets its own pace and its own requirements.
A clinic needs DHA involvement, and the medical director and facility licensing have their own conditions. A nursery goes through KHDA. Food businesses have Dubai Municipality. A transport business, a school, a travel agency — each carries an approving body that has no interest in your completion date.
These run in parallel with the DET process, not after it, and they are frequently what sets the real timeline. Start them the day the MOU is signed.
Clearances
Before ownership moves, the business has to be clean. That means outstanding fines, unpaid utilities, supplier balances, telecom accounts, bank facilities and any pending disputes.
Two that catch people out: DEWA final settlement and clearance, which needs the account settled and transferred rather than simply handed over, and Etisalat or du accounts, where transferring a business line typically needs an NOC from the current holder.
Every one of these is small on its own. Together they are the reason a two-week transfer becomes six.
Staff, visas and gratuity
Depending on how the deal is structured, staff either stay with the entity or move to the buyer's.
In a share transfer, employees generally stay where they are and their service continues. In an asset sale, visas have to be cancelled under the seller and reissued under the buyer, which means immigration processing, medicals, Emirates ID and cost — and a gap during which someone is technically not sponsored.
End of service gratuity accrues from each employee's original joining date. Who settles it, and whether it comes off the price, needs to be written into the MOU rather than discovered at handover.
If the deal depends on key staff staying, this is also the point where they find out the business is being sold. Plan that conversation instead of letting it happen by accident.
The bank
The company bank account does not simply change hands with the licence. Signatories change, and depending on the bank and the structure, a new account may be needed altogether.
Compliance reviews at UAE banks are not fast. Start the conversation with the bank in parallel with everything else, or the buyer will own a licensed business with no way to take payment.
The DET transfer itself
Once the conditions are met, the ownership amendment goes through the Department of Economy and Tourism. Two to six weeks is the usual range, depending on the entity type, the activity and whether anything on the file needs correcting first.
The licence has to be current. If it expires mid-process, it has to be renewed before anything can move — at the seller's cost, on a business they are about to hand over.
Handover
Legal transfer and practical handover are not the same day, and treating them as one is a mistake.
Practical handover includes supplier accounts and credit terms, the POS or booking system, delivery aggregator accounts, social media and Google Business Profile access, the website and domain, keys, alarm codes, customer records and any software subscriptions.
Agree a handover checklist while both sides are still cooperative. Chasing a seller for a password after they have been paid is a slow business.
Why deals die at this stage
- Landlord refuses consent, or attaches conditions the buyer won't accept
- Due diligence finds numbers that don't match what was presented
- A sector approval takes longer than the buyer's funding allows
- Liabilities surface that nobody disclosed
- Key staff resign once they hear about the sale
- One side goes quiet and momentum dies
- The MOU was vague about who does what, so nothing gets done
How to keep it moving
- Put dates against every condition in the MOU, not just a completion date
- Name who owns each task, and never assume "the other side is handling it"
- Speak to the landlord in week one
- Start sector approvals immediately
- Get the clearance list out early and work through it in parallel
- Keep both sides talking weekly, even when there is nothing new
- Write down what happens to the deposit if a condition genuinely fails
Most of what a broker does happens in these weeks. Finding a buyer is the visible part. Getting a signed MOU to completion is the work.
BFS Commercial Brokers manages business sales end to end across Dubai and the UAE, from confidential marketing through to licence transfer and handover. If you are buying or selling and want the process managed properly, get in touch.
FAQ section
How long does it take from MOU to licence transfer in Dubai?
Usually four to eight weeks. The DET transfer itself takes two to six weeks, but landlord consent, sector approvals and clearances often set the real timeline.
Is the deposit refundable if the deal falls through?
It depends entirely on what the MOU says. A well-drafted MOU sets out which conditions, if unmet, trigger a refund and which do not.
Does the landlord have to approve the sale?
In most cases yes. Commercial leases generally require landlord consent to assignment or change of control, and this is the most common reason signed deals do not complete.
What is the difference between the licence transfer and the handover?
The licence transfer is the legal change of ownership at DET. The handover is the practical transfer of accounts, systems, supplier relationships and access, and it usually needs its own checklist.
What happens to staff visas during a business sale?
In a share transfer, staff generally remain with the existing entity. In an asset sale, visas are cancelled and reissued under the buyer, which takes immigration processing time and cost.
Who pays outstanding liabilities before transfer?
Normally the seller clears them before completion, but it should be stated in the MOU rather than assumed.
Can the deal still fall apart after the MOU is signed?
Yes. Landlord refusal, failed due diligence, undisclosed liabilities, delayed approvals and key staff leaving are all common causes.
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