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For a profitable 4-year trading SME, three valuation approaches are standard: (1) earnings multiple — typically 3-5x sustainable EBITDA for trading; (2) net-asset value if asset-heavy; (3) DCF if cash flows are predictable 5+ years. Take the highest of approaches (1) and (2). On corporate side: amend MOA and AOA at the Dubai DED to reflect the new shareholding (100% to you), settle his loan account, draft a deed of release + non-compete, and update the trade licence. Total timeline 6-10 weeks; budget AED 30-40k legal + DED + notary.

To Priya's point on tax: confirm your activity is on the DMCC qualifying-activity list (consultancy to non-UAE clients counts). For your client base abroad, the 0% qualifying-income rate is sustainable. Note the new economic-substance reporting requirements — if you are a 'relevant activity' you must demonstrate UAE substance annually.

Default position: limited liability protects you from company debts. BUT three personal-liability triggers exist under Federal Decree-Law 32 of 2021 on Commercial Companies: (1) trading while insolvent (continuing to incur debts you know cannot be paid); (2) commingling company and personal funds; (3) any personal guarantee you signed for suppliers/banks. Pre-insolvency, immediately stop incurring new debts, segregate any funds, and engage a restructuring specialist for the Federal Decree-Law 51 of 2023 bankruptcy framework — it offers a moratorium during a restructuring plan.

Trading outside your licensed activity is a violation under DED rules — fines start at AED 10,000 per infraction, license suspension is possible, and tax filings against unlicensed activity can be rejected. Add the SaaS-related activities (often 'computer system design', 'hosting services', 'electronic content publishing') as supplementary activities to your existing licence. The amendment takes 5-7 working days at DED, fee around AED 3,000. Voluntary remediation before a DED inspection materially reduces enforcement risk.