Why UAE

business entities in dubai
(sole proprietor, corporate forms like llc, etc.)

Free Zone Companies

Free Zones in the UAE are secluded sites or land which enjoy special privileges which can also be termed as special economic zones. In simpler terms, If you want to have 100 per cent ownership of your company, regardless of type of business, you need to opt for a license and location in one of the many free zones of UAE.

Free Zones are designed to encourage foreign investment with easier start-up processes, labour and immigration procedures, 100 per cent ownership for all nationalities and other legal services. Each free zone has its own authority and its own rules, which are applicable to investors looking to set up firm in those zones.

Advantages of Free Zone

  • Allows 100 per cent foreign national ownership of firm with no requirement of local sponsor or local service agent.
  • Waiver of corporate taxes (time-bound and renewable for further periods).
  • Exemption from personal taxes as well as import and export taxes.
  • 100 per cent repatriation of revenue and profits.
  • Documentation is less and more suited to foreign investors.
  • Long-term leasing options (up to 25 years) available at great terms to investors.
  • Long-term leasing options (up to 25 years) available at great terms to investors.
  • Recruitment and workforce processes are simplified, faster and cheaper.
  • Easy availability of legal, housing, immigration, labour and other facilities.
  • Incorporation is faster than when done outside free zones
  • 100 per cent free transfer of funds

Limited Liability Company

  • A Limited Liability Company is the most common form on onshore entity setup by foreign investors.
  • A Limited Liability Company is the most common form on onshore entity setup by foreign investors.
  • A Limited Liability Company can be formed by a minimum of two and a maximum of five shareholders whose liability is limited to their shares in the company’s capital.
  • The minimum share capital requirement for a LLC in Dubai is AED 300,000 and in other emirates like Abu Dhabi, Sharjah it is AED 150,000.
  • At least 51% of the share capital of the company should be owned by a UAE national(s) and 49% by foreign shareholder.
  • In UAE, there is no minimum capital required for Limited Liability Company engaged in business activity other than general trading.
  • With the approval of the UAE National Shareholder(s), the entire business operations of the company may be entrusted to the foreign shareholder(s).
  • The foreign shareholder(s) can, therefore, claim a higher share of profit in case such shareholder(s) provides exclusive management and/or any special services or facilities to the company.
  • As far as the protection of the minority shareholder(s) interest is concerned, this can be done by way of shareholders resolutions and certain related security documents.
  • In case the UAE national partner is not practical and only acts as the company’s local sponsor for annual fee. Supplement agreement will be signed by each parties to ensure and the rights and obligations for both.
  • The rules and regulations for establishing Limited Liability Companies are generally similar in all the seven Emirates of UAE.
  • Activities such as Single Trading, General Trading, Contracting, Transportation, Technical Services, Advertising Agency, etc. can be conducted with a LLC license.

Advantages of a Dubai LLC formation

  • A Dubai LLC formation offers unrivaled access to the Dubai government business opportunities and to the local UAE economy.
  • There are very few restrictions on the activities of a Dubai LLC formation, and it is possible to obtain a license for most activities.
  • Through a Dubai LLC formation, investors obtain a strong physical presence in Dubai. Cost effective office space is easier to find in the city as compared to the free zones.
  • A Dubai LLC formation may or may not be subject to minimum capital requirements, depending on the size, nature and type of business activity.
  • It is easy to open global corporate bank accounts following a Dubai LLC formation.

Process of establishing an LLC

To Establish a Limited Liability Company (LLC) in UAE, one has to follow defined procedures:

  • It is necessary to avail license from the Department of Economic Development or the Municipality.
  • Preliminary Consent for Name and Activity from the Department of Economic Development is the pre-requisite.
  • A Limited Liability Company is the most common form on onshore entity setup by foreign investors.
  • In the case of Special Nature Activity, the approval from concerned Ministry/Department is the groundwork step.
  • One has to draw up company’s Memorandum of Association and get it notarized from courts of respective Emirates.
  • For LLC Company, Capital contribution certificate needs to be obtained from banks for cash shares and auditor’s certificate for both cash shares and kind shares.
  • Person should submit applications and initial approval along with notarized copy of Memorandum of Association, capital certificate, tenancy contract etc., to the Department of Economic Development or the Municipality.
  • After inspection by the legal department, the Company name will be entered in the Commercial Register and have its Memorandum of Association published in the Ministry of Economy and Commerce Bulletin.

Branches and Representative Offices of Foreign Companies

  • A branch office is allowed to promote and market its services and products.
  • A branch office has to operate and function within the scope of operations underlined by the parent entity.
  • This permits the branch office to sign local sales contracts, raise invoice of local UAE customers and receive income from them.
  • While a representative office is 100% foreign owned.
  • Documentation is less and more suited to foreign investors.
  • Long-term leasing options (up to 25 years) available at great terms to investors.

Unlike a branch a representative office cannot conduct business operation or market its services and products. In order to engage a branch office to conduct its business operation in UAE it should obtain license from the Ministry of Economy and Planning. The licensed company should not start their activities unless it is registered in the Ministries register of foreign companies.

A branch or a representative office are required to submit a bank guarantee of AED 50,000 in favour of the authority for being a part of the license processing procedure. The license of the foreign company has to be renewed within two years after the expiry date and the fees due to the authority shall be deducted from the guarantee.

7 steps involved in establishing a branch office

To Establish a Limited Liability Company (LLC) in UAE, one has to follow defined procedures:

  • The foreign entity must file an application for the issuance of a license with the Ministry of Economy and Commerce. Along with the application, the entity must submit an Agency Agreement entered into with a 100% UAE-owned company or a UAE national.
  • The Ministry of Economy and Commerce will then forward the application to the Economic Department to secure the local government’s approval.
  • From the Economic Department, the application will be forwarded to the Federal Foreign Companies Committee for approval. At this stage, the application must bear a note from the Ministry of Economy and Commerce indicating the specific activity or activities the branch office will be permitted to undertake in the emirate.
  • Once the approval of the Federal Foreign Companies Committee is obtained, the required Ministerial license will be issued by the Ministry of Economy and Commerce. In the said license, the specific activity or activities to be engaged in by the foreign branch office is indicated.
  • The branch office is then entered in the Commercial Register of the Economic Department. Here, the required license is issued.
  • After the issuance of the required license from the Economic Department, the branch office is entered in the Ministry of Economy and Commerce’s Foreign Companies Register.
  • Last stop is at the Dubai Chamber of Commerce and Industry, where the branch office is registered.

N R Doshi & Partners helps you take care of the entire process of establishing your branch and representative office. We would guide you with strategic inputs, help select local sponsors, assist to select locations suitable to your line of business, with your business plan, and also documentation formalities.

With us on board, you get combination of deep local knowledge and extensive experience which would enable us to precisely understand the specific need of your business. This would enable us to recommend you the best possible business solutions which would ensure your business is up and running with minimal challenges.

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