UAE Business Setup
There are several factors to consider when setting up a free zone business in the UAE. These factors include location, price, type of business, flexi-desk or office options, auditing, accounting and share capital requirements among others. We guide you through it step-by-step, heading in the right direction, saving you money, time and finally making the entire experience of business setup as stress-free as possible.
When should one register a company on the mainland?
- If the customer has a business plan with lots of customers and operations on the mainland, in that case registering the company there is highly recommended.
- In order to rent or buy an office or shop within mainland geographical areas, the company must be registered on the mainland. A restaurant can be opened in Karama, Business Bay, Sheikh Zayed Road, Al Barsha, Dubai Marina, Motor City or any of these mainland locations, but the company must also be registered as a mainland company.
- The company must be registered as a mainland company if the customer chooses an activity of business that is only approved by government authorities as a mainland activity. For instance, a real estate brokerage company (RERA), a customs clearance agent (CUSTOM), or a tourism activity (DTCM). After the mainland company is registered, it can open a branch company in the free zone.
- If the customer plans to import goods and store them in a warehouse on the mainland, the trading company must also be registered on the mainland.
- The Government will more than likely participate in a government tender related to the customer’s activities if the customer is registered in an Emirate where the tender is announced to take place.
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What are the conditions under which a company should register in a free zone?
- Free zones are the best places to register a trading company if a customer wants to import goods and store them in a warehouse in a free zone and then re-export them out of the UAE.
- Free zones are the best choice for customers who are looking to open manufacturing units and export the products out of UAE or sell them on the mainland through distributors.
- Free zones are the best option for customers who wish to conduct commercial activity and own 100% of their business. However, he/she cannot conduct operations directly on the mainland.
- A special note: Free zone companies cannot directly operate on the mainland.
What is the legal jurisdiction for any company to operate its business?
A registered company may conduct its business under the jurisdiction of an authority under which it is registered. Therefore, a real estate brokerage company registered with DED Dubai cannot handle brokerage business for Abu Dhabi or Ajman properties, and a transportation company registered with RTA Dubai cannot do business with Abu Dhabi or Ras Al Khaimah. To register a branch company or to appoint a registered agent having its license in that particular jurisdiction, an approval, a permit, or a trade license must be obtained from local authorities.
What business plan should an offshore company be formed under?
- An offshore company should be formed in case business activity is going to be conducted entirely outside the UAE.
- To own shares, real estate, trademarks or any other asset outside or inside UAE for structuring purposes.
- Visas for residence are not permitted under offshore companies. An offshore company cannot even rent an office in the UAE.
What is the registration authority for mainland companies?
United Arab Emirates consists of 7 emirates, including Abu Dhabi, Dubai, Sharjah, Ajman, Umm al Quwain, Ras al Khaimah and Fujairah. Each emirate has its own Department of Economic Development (DED). Companies based in the Mainland are registered with the DED of an Emirate where the customer seeks to start a business.
What is the registration authority for free zone companies?
UAE has several free zones. Each free zone has its own advantages. Free zones are governed by their own governing authorities which are responsible for registering licenses.
How do offshore companies register with the Government?
In the UAE offshore companies can be registered in 3 jurisdictions. A JAFZA offshore company is registered with the JAFZA offshore authority, which is part of the JAFZA free zone. The RAKEZ offshore company is registered with the RAKEZ offshore authority, which is part of the RAKEZ free zone. The Ajman offshore company is registered with the Ajman offshore authority, which is part of the free zone in Ajman.
Do mainland, free zone, and offshore companies have any particular shareholding restrictions?
- A mainland company must be incorporated as a commercial LLC (Limited Liability Company) with UAE nationals owning 51% of the shares. As an internal agreement supported by two witnesses, the customer will still have 51% ownership by a UAE national with fixed annual fees regardless of its share in profit, loss, asset or liability.
- An expat, on the other hand, can own 100% of a professional company on mainland. In this case UAE nationals will act as service agents for the company without ownership equity.
- In a free zone company foreign investors can own 100% of the shares regardless of the nature of the business.
- An expat can own 100% of the shares in an offshore company regardless of its nature.