Wills and Power of Attorney for Business Owners: Protecting Control, Shares and Succession

Legal advice for wills matters when company ownership, personal wishes and cross-border assets need to work together.

For a business owner, estate planning is rarely limited to property, savings or personal investments. Company shares may represent a significant part of the estate, and decisions concerning those shares can affect family members, co-owners, employees and the future direction of the business.

That is why wills and business succession should be considered together. A will may determine who is intended to receive an ownership interest, but it does not automatically decide who will manage the company, exercise signing authority or make operational decisions during a transition. Those issues need to be considered before a death or incapacity creates uncertainty.

A Shareholding Is Not the Same as Management Control

Owning shares gives a person an economic and legal interest in a company, but management authority may sit with directors, managers or other authorised individuals. A founder can own most of a business while another person manages its day-to-day operations.

If the founder dies, the succession of the shares does not by itself resolve who will immediately operate the company. Management authority, voting rights, reserved matters and signing powers can depend on the company's constitutional documents and corporate structure.

This is why succession planning should be reviewed alongside the memorandum, articles, shareholder agreement and any provisions dealing with death, transfers or valuation. If the documents do not support the intended succession plan, beneficiaries may inherit an interest that is difficult to exercise, transfer or sell.

A Will and a Power of Attorney Serve Different Purposes

A will deals primarily with what should happen after death. A power of attorney authorises another person to perform specified acts on behalf of the principal while that authority remains legally effective.

For a business owner, a power of attorney may cover matters such as company management, property, legal proceedings or certain banking transactions, subject to the wording of the document and the requirements of the relevant institution.

The distinction becomes particularly important in succession planning. Under the UAE Civil Transactions Law, an agency generally terminates on the death of the principal, subject to specific exceptions provided by law. A power of attorney should therefore not be treated as a substitute for a will or a broader business succession arrangement.

The UAE Ministry of Justice provides digital power of attorney services, including services relating to company management. The scope of authority still needs to be selected carefully because permission to perform one task does not amount to unrestricted control over the business.

Company Documents Should Support the Succession Plan

A will can address who should receive company shares, but the company's own documents may contain provisions affecting how those shares can be transferred or exercised.

These may include pre-emption rights, valuation mechanisms, voting arrangements, transfer restrictions or provisions dealing with the death of a shareholder. Their effect depends on the type of company, the governing documents and the applicable law.

Business owners should therefore consider whether the corporate documents and the will point towards the same result. This is one reason owners may seek legal advice for wills rather than relying only on a wills writing service. Drafting the will is one part of the process. The corporate structure should also be capable of continuing when ownership changes.

Cross-Border Assets Require Coordinated Planning

Succession becomes more complex when a business owner holds assets or companies in more than one jurisdiction.

Under the UAE Civil Transactions Law in force from 1 June 2026, Article 17 sets out general conflict-of-law rules for succession and wills. Succession is generally governed by the law of the country to which the deceased belonged at the time of death. The substantive provisions of a will may be governed by the law designated in the will or, where no law is designated, the law linked to the testator under the statutory framework. UAE law applies to a foreigner's will concerning immovable property situated in the UAE.

These rules do not operate in isolation. Special legislation and registered-will regimes may also affect the position, particularly for non-Muslims and individuals who have chosen a specific succession framework. This is why international law firms are often involved when an owner has UAE company shares, overseas property and investments in several jurisdictions. A global law firm may coordinate the overall structure, but local advice can still be required because probate, inheritance and enforcement rules differ from one country to another.

Non-Muslim Business Owners Have Different Planning Routes

Eligible non-Muslim business owners may have access to different succession options in the UAE, including the DIFC Courts Wills Service.

The DIFC Business Owners Will can cover up to five qualifying separate shareholdings in UAE onshore or eligible free zone companies, subject to the applicable conditions. A DIFC Full Will can cover a broader range of movable and immovable assets.

Where a Full Will is intended to extend beyond UAE assets, the DIFC Courts recommends obtaining appropriate advice on whether it will be recognised and enforceable in the relevant foreign jurisdiction. The appropriate route therefore depends on the owner's assets, company interests, family circumstances and jurisdictions involved. Standard wills and power of attorney forms may not deal adequately with these differences.

Succession Planning Should Address Business Continuity

A family may inherit shares, but the company still needs someone capable of making decisions during the transition.

A business owner should consider who is expected to manage the company if the owner dies or becomes unable to participate in the business. Depending on the structure, that person may be an existing co-owner, director, family member or professional manager.

The answer may need to appear across several documents. The will can deal with succession to ownership, while the company's documents can address management authority, voting rights, transfer procedures and decision-making. This is one reason business owners often involve top law firms when personal estate planning and corporate governance overlap.

Review the Plan When the Business Changes

A succession plan prepared when a business is small may no longer be appropriate after an acquisition, restructuring, international expansion or change in ownership. The same applies when a new shareholder joins, a family member becomes active in the company, a major asset is sold or new investments are acquired in another country.

Regular review does not require rewriting every document each year. It means checking whether the people named, assets covered, company documents and ownership structure still reflect the owner's intentions.

Conclusion

For a business owner, the strongest succession plan is one that reflects the business as it exists today, not the business as it looked several years ago.

Kaden Boriss advises business owners, families and entrepreneurs on wills, succession planning, powers of attorney, family business structures and cross-border private-client matters. If your estate includes company shares, business interests or assets across more than one jurisdiction, speak with Kaden Boriss about coordinating the personal and corporate elements of your succession plan.

FAQs

1. Can a will deal with shares in a UAE company?

Yes. Company shares can form part of succession planning, but the company's constitutional documents, shareholder arrangements and applicable corporate rules should also be reviewed because they may affect how ownership is transferred or exercised.

2. Is a power of attorney the same as a will?

No. A power of attorney authorises another person to perform specified acts while the authority remains effective. A will deals with matters arising after death. Under UAE law, an agency generally terminates on the death of the principal, subject to specific legal exceptions.

3. Can a DIFC Business Owners Will cover company shares?

Yes. For eligible testators, a DIFC Business Owners Will can cover up to five qualifying separate shareholdings in UAE onshore or eligible free zone companies.

4. Can one UAE will cover assets in another country?

It depends. Certain wills may extend to assets outside the UAE, but recognition and enforcement depend on the law of the country where those assets are located. Cross-border legal advice should therefore be obtained before relying on one document across several jurisdictions.

5. Are standard wills and power of attorney forms suitable for business owners?

Not always. Standard forms may not address shareholder agreements, management authority, transfer restrictions, cross-border assets or the way business interests should be dealt with after death.

6. When should a business owner review a will?

A review is sensible after significant changes such as adding or removing shareholders, restructuring the business, selling a company, acquiring assets abroad, changing family circumstances or materially changing the ownership structure.