COMPANY REGISTRATION IN UAE

COMPANY REGISTRATION IN UAE

Company registration in UAE enables to experience a conducive environment for business by availing enormous benefits offered by UAE. It is a popular choice among foreign investors for setting up a company mainly due to the 100% foreign ownership, tax savings, ease of doing business, up-scaled business infrastructure, e-governance system, top-class lifestyle, and growing business opportunities.

The Jurisdiction of Company Registration in UAE is categorized into three- Mainland, Free Zone, and Offshore Jurisdiction. The Mainland Company can now be registered as a 100% expatriate-owned entity in UAE as per the recent Cabinet Resolution of 2021. However, depending on the business activity and industrial sector, there are certain regulations to be fulfilled by the investor.

The Free Zones and Offshore Companies can be set up with 100% expatriate shareholding. However, they are distinct in their characteristics, business operations as well as governing business laws. The cost of Free Zone Company Registration in UAE starts from AED 11,700 for a One Visa Quota package. The Free Zones in UAE offer a wide range of business activities and license types to choose from

Registrar of Companies

The Registrar of Companies (ROC) is responsible for all matters related to the incorporation and registration of all entities in DIFC. It is established under Article 6 of the Operating Law DIFC Law No. 7 of 2018 (Operating Law) as a statutorily created "corporation sole". The Operating Law also sets out the functions and powers of the ROC.

COMPANY REGISTRATION PROCESS

Step 1: NAME & ACTIVITY APPROVAL: we will submit documents for Company name & Business activity approval.

Step 2: OBTAINING COMPANY DOCUMENTS: We will get the company registered remotely & obtain all documents and company stamps.

Step 3: OBTAINING RESIDENCY VISA: we will apply for your Company Immigration Card and UAE Residency visa.

Step 4: STAMPING VISA: The investor has to fly to UAE for doing a Medical test and stamp Residence Visa on the passport.

Step 5: BANK ACCOUNT: We coordinate effectively with UAE banks to open Company & Personal Bank Accounts.

THE ROLE AND FUNCTIONS OF DIFC REGISTRAR OF COMPANIES

The role of the ROC staff is to advise on, receive, review and process all applications submitted by prospective DIFC registrants seeking to establish a presence in the DIFC in accordance with the Companies Law, the General Partnership Law, the Limited Liability Partnership Law, or the Limited Partnership Law, the Non-Profit Incorporated Organizations Law or the Foundations Law, and the implementing regulations applicable thereto.

MAINLAND COMPANY REGISTRATION IN UAE

UAE Mainland is home to numerous large multi-national companies, small and medium companies, retail shops, restaurants, coffee shops, shopping centers, and more. Brands around the world are looking for an opportunity to tap into the mainland of UAE. Mainland Company Registration in UAE is one of the most sought-after business investments by investors to actively reach out to the multi-cultural audience and expand to the local UAE markets. Following are the major company structures in the Mainland of UAE.

According to the recent Cabinet Decision of 2021, there is a significant change for the Mainland Company Registration process. The mainland companies can now be 100% expatriate-owned across selected business categories ranging from commercial, industrial, trading, etc.

A. LIMITED LIABILITY COMPANY (LLC)

The Limited Liability Company structure is one of the popular company structures in the mainland of UAE. Investors choose a Limited Liability Company usually when there are two or more shareholders (up to 50) and want to establish a company in the mainland of UAE. There are various business benefits in setting up an LLC Company in the region for entrepreneurs.

The main advantage of an LLC Company Shareholder is the liability in the company is only to extent of the shares owned and personal wealth remains protected. Limited Liability Companies can be formed in the Mainland of UAE for a variety of business activities. Commercial, Services, and industrial activities can be executed through the formation of an LLC Company. For LLC Company Formation there is a 100% expatriate ownership on the selected list of business activities as per the recent amendment in the companies Law. There is no requirement of a local UAE National Sponsor or a Corporate Sponsor (Company with UAE National as the Shareholder) for setting up an LLC Company in the mainland of UAE.

However, the services companies require to appoint a UAE Local Service Agent to register the company as an LLC Company in the mainland of UAE. The local Service Agent will have no shareholding or control in the company operation or profits.

B. PROFESSIONAL COMPANY (CIVIL WORK COMPANY)

Professionals in the field of consulting, legal, accounting, doctors, etc., can form a Civil Work Company in the Mainland of UAE. The owner can retain 100% ownership of the company's shares. To register a Civil Work Company with the Department of Economic Development (DED), It requires appointing a Local Service Agent for an annual fee to liaise with Government authorities.

For entrepreneurs, single owners, and skilled professionals to easily start a business in UAE, opening a Civil Works Company is a good option. The Dubai Economy offers a wide range of Professional Licenses for entrepreneurs to choose from. Opening a Civil Works Company in UAE has numerous benefits and the 100% ownership for the shareholder with no requirement of a UAE National as a partner is a highlight. (requires a Local Service Agent).

C. BRANCH OR REPRESENTATIVE OFFICE OF FOREIGN COMPANIES

Investors who have an existing office in the Free Zones of UAE or any company outside of UAE can form a Branch or Representative Office in the Mainland of UAE. There are certain requirements and criteria for the formation of a Branch or a Representative Office. Opening a branch office in UAE is a lucrative business investment for companies who are looking at actively expanding to the UAE Local markets. Branch Office enables large organizations to streamline their business operations across new markets and also to test the market conditions and audience response before investing in a wide expansion plan.

FREEZONE COMPANY REGISTRATION IN UAE

Free Zone Company Registration in Dubai is relatively easier than Mainland Company Formation. The Free Zones in Dubai are preferred by Investors for their ease of setting up a business, world-class infrastructure, and business ecosystem.

One of the major advantages of a Designated Free Zone Company Setup is the exemption from VAT (Value-Added-Tax). Also, the running expenses for a Free Zone Company are minimal as all the payments for the usage of office space, amenities, and utilities are paid upfront on an annual basis. The Free Zone Company Registration in Dubai has a host of business benefits such as exemption from VAT, exemption from filing audit reports, 100% repatriation of profits, easy transfer of ownership, availability of international quality warehouses, etc.

Free Zones in Dubai offers one of the best Company Formation Packages at an affordable cost. The minimum cost of registering a Free Zone Company in Dubai is AED 13,900. Free Zones in Dubai offers a wide range of business activities for investors to start their business in the UAE.

OFFSHORE COMPANY REGISTRATION IN UAE

Offshore Company in Dubai is a legal business entity formed for facilitating international trade. Offshore Companies are registered as International Business Company (IBC) and are out of the scope of UAE's local business jurisdictions and Legal systems.

They fall outside the scope of VAT & UAE Customs. However, Offshore Companies are not eligible to trade in the local UAE market. Mostly international trading companies, holding companies, consulting services, property investors, etc., register for Offshore Companies.

Offshore Companies are not eligible to apply for any Residence Visa for their employees. Opening a bank account is possible but time-consuming due to strict compliance checks.

Offshore Company Registration in Dubai is secure and offers the investor a whole lot of benefits such as tax savings, profit repatriation, foreign ownership, etc.

TYPES OF LEGAL ENTITIES

Under the Companies Law, a prospective registrant may seek to establish the following companies limited by shares:

A Public Company (PLC);
A Private Company (LTD); or,
A branch office of a pre-existing foreign company (Recognized Company).
A party may also seek to transfer the incorporation of an existing company to the DIFC from another jurisdiction (Continued Company).

Under the Limited Liability Partnership Law, a prospective registrant may seek to establish:

A Limited Liability Partnership (LLP); or
A Branch of a pre-existing foreign Limited Liability Partnership (RLLP).

Under the General Partnership Law, a prospective registrant may seek to establish:

A General Partnership (GP); or
A Branch of a pre-existing foreign general partnership (RP).

Under the Limited Partnership Law, a prospective registrant may seek to establish:

A Limited Partnership (LP); or
A Branch of pre-existing limited partnership (RLP); or
A party may also seek to transfer the existing limited partnership into DIFC from another jurisdiction (Continued LP).

Under the Non-Profit Incorporated Organizations Law, a prospective registrant may seek to establish:

A Non-Profit Incorporated Organization (NPIO); or
A party may also seek to transfer an existing nonprofit incorporated organization into DIFC from another jurisdiction (Continued NPIO).

Under the Foundations Law, a prospective registrant may seek to establish:

A Foundation;
A Branch of a pre-existing Foundation (Recognized Foundation); or
A party may also seek to transfer an existing foundation into DIFC from another jurisdiction (Continued Foundation).

An LTD or PLC may be established in the DIFC by one or more natural persons or body corporates (jointly referred to as “Persons”). LLPs, GPs, and LPs may be established by two or more persons (provided that in the case of an LLP, a natural person is the “designated member” of the LLP).

The Recognized Company may only be set up by another corporate entity, while the Recognized Partnerships may only be set up by other existing partnerships.

While PLCs, LTDs, LLPs, LPs, NPIOs, and Foundations are "incorporated" entities, having separate and independent legal status from their incorporator(s), the Recognized Companies, and Recognized Companies, Recognized Foundations and Recognized NPIOs are "registered" entities and, as such, are a mere extension (and, for purposes of legal authority and liability, is an inseparable part) of the foreign-incorporated company/partnership through whose head office it is registered in the DIFC.

A transfer of incorporation of a company, once completed, has the effect of establishing the transferred company in the DIFC as if it were incorporated under the Companies Law.

Similarly, a transfer of a limited partnership, foundation, or nonprofit incorporated organization once completed, has the effect of establishing the transferred partnership, foundation or non-profit organization in the DIFC as if it was incorporated under the respective DIFC Law.

Upon the establishment of an LTD, LLC, LLP, or LP, the ROC issues to the incorporator(s) a "Certificate of Incorporation".
Upon the establishment of a Recognized Company or Recognized Partnership/Recognized Limited Liability Partnership/Recognized Limited Partnership the ROC issues to the head office, partnership, or foundation, respectively, a "Certificate of Registration".
Upon transfer of incorporation to the DIFC, the ROC issues a “Certificate of Continuation” to the transferred company. All documents bear the seal and signature of the ROC, the name and status of the incorporated, continued, or registered entity, its registration number, and the date of issuance.

NON-REGULATED COMMERCIAL LICENSE

According to DIFC Operating Regulations, simultaneously with the issuance of a certificate of incorporation, registration, or continuation, the ROC issues a corresponding Commercial License.

The purpose of a Commercial License is to expedite contracting for municipal and commercial services essential to the establishment and operation of the licensee’s premises and carrying out its ongoing operations.

The application for a certificate of registration, incorporation, or continuation is considered to also be an application for a Commercial License. The Commercial License sets out the license number as well as the licensee’s name, operating name, legal status, address, permitted activities, authorized manager’s name, and the issuance and expiry dates of the license.

The Commercial License does not authorize the licensee to undertake Financial Services requiring a DFSA license, which is conspicuously indicated on the Commercial License. The Commercial License is renewed annually, by payment of the annual renewal fee to the ROC no later than thirty (30) days after the expiry date.

REQUIRED DOCUMENTS FOR LLC COMPANY FORMATION IN DUBAI

Application form
Passport Copy
2 Photographs (white background)
NOC if already in UAE residency visa
Tenancy Contract Copy
Location Map
Designation Details: -Higher Designation Requires Degree Certificate (Attested)

REQUIRED DOCUMENTS FOR DUBAI LLC COMPANY INVESTORS VISA

Passport Copy
2 Photographs
Time Taken (approximately 3-4 Days)

BUSINESS LICENSE TYPES IN UAE – MAINLAND BUSINESS SETUP

Choosing the right business activity and a legal form of business (sole proprietorship, partnership, corporation, or LLC) are the pre-requisites for a Mainland Business Setup in UAE.

Broadly, the business licenses in UAE are categorized into the following:

A Commercial License that covers all kinds of trading activities
A Professional License that covers specialized professional services, craftsmen, and artisans;
An Industrial License for establishing industrial or manufacturing activity.

These licenses are issued by the Department of Economic Development (DED). However, licenses for some categories of business require approval from certain ministries and other government authorities. DED has more than 3000 activities grouped under a wide range of business license categories for investors to choose from while setting up their company in the UAE. We will assist you in choosing the right business activity and license type to successfully register your dream company in UAE.

Business Activities that require additional Approvals:

Activity	Approving Authority
Road Transport	RTA (Road and Transport Authority)
Telecommunications	Telecommunications Regulatory Authority
^*Oil Related Services, Legal Activities	H.H. The Ruler's Court
Architectural and Engineering, Veterinary	Dubai Municipality
Banks and Financial Institutions	Central Bank of UAE
Insurance Companies & related Agencies	Ministry of Economy and Commerce
Manufacturing	Ministry of Finance and Industry
Pharmaceuticals & Medical Products	Ministry of Health

Note: ^* Complex procedures are involved in businesses belonging to the oil & gas production and allied industries.

For practicing trade activities such as jewelry or insurance, the company is required to submit a financial guarantee issued by a bank operating in Dubai. In general, all commercial and industrial businesses in UAE should be registered with the Chamber of Commerce & Industry. Once the business license and activities are chosen, the investor has to decide over the legal business forms to create the company structure and ownership documents.

MAINLAND BUSINESS SETUP IN UAE – STEPS EXPLAINED

Arranging UAE National (Local Service Agent for Services Company)
Assistance in drafting Memorandum of Association and Side Agreement
Determining Office Premises as per your Budget
Assistance in Attestation of Court Documents
Obtaining License
Applying and Processing Visas

MAINLAND BUSINESS SETUP IN UAE – DOCUMENTS REQUIRED

A. Initial Approval

Registration and licensing application, as well as proof of reserved trade name.
Photocopy of applicant’s passport (together with residence permit/visa details for non-GCC nationals).
Photocopy of applicant’s naturalization identification for UAE nationals only.
No-objection letter from the applicant’s current sponsor for non-GCC nationals.
Photocopy of the director’s passport, and no-objection letter from the director’s current sponsor.
Permission from the court to practice business, for applicants under 21 years.
Approval is issued by other Government authorities according to the type of activity.
The Company’s Board of Directors resolution to subscribe to the new company if the partner is an existing corporate entity in UAE or abroad (the resolution must be attested by UAE Embassy/Consulate or by a GCC State Embassy/Consulate and UAE Ministry of Foreign Affairs, and duly translated into Arabic).

B. Documents Required After getting the Initial Approval

Initial Approval receipt - All documents submitted for Initial Approval.
Photocopy of office lease including the plot number.
Photocopy of the Memorandum of Association duly authenticated by the Notary Public.

If the partner is an existing corporate entity in UAE or abroad, the Memorandum of Association and the Commercial Register Certificate must be attested by UAE Embassy/Consulate or by a GCC State Embassy / Consulate and UAE Ministry of Foreign Affairs, and duly translated into Arabic.