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Limited Liability Company Registration in Fujairah Free Zone (FFZ). Service offer

Offer for Company Registration in Fujairah Free Zone (FFZ)

Major advantages of doing business in the UAE:

Stable banking system, good chances of opening a bank account in the UAE;

Ability to work with US dollars;

Quick company registration;

Ability to create substance in the country of registration;

Ability to obtain a residence visa for the company’s shareholders and employees.

COMPANY REGISTRATION

The company registration in FFZ includes the following steps:

1) Selecting:

  • company name to be checked for availability (at least two names), which name:
    • must not be identical or similar to the name of an existing company;
    • can use Latin letters;
    • must not be contrary to public order in the UAE;
  • company structure (directors, members, attorneys);
  • type of licence.

2) Paying fees for services

3) Providing documents for the directors / members / attorneys

(either originals or notarized copies):

  • internal and international passports;
  • proof of address (unless the internal passport contains an address stamp);
  • CV;
  • scanned copy of a 3.5 x 4.5 photo against a white background.

The shareholders / beneficial owners will need to sign a Client Questionnaire Form for completing the compliance procedure and a Contract for administration.

4) Preparing and submitting a package of documents for company registration

The following documents are prepared for submission to the registration authority:

  • Application for company registration and issue of licence (signed by the shareholder);
  • Articles of Association (signed by the shareholder);
  • Description of the company’s business (signed by the shareholder);
  • Colour copies of passports of the shareholder and director;
  • Specimen signature card (signed by the director and shareholder);
  • Security Approval form (filled in for and signed by each director and shareholder);
  • Terms & Conditions signed by the shareholder/director;
  • Power of Attorney (not submitted if one person acts as director and sole shareholder).
IMPORTANT: the articles of association and the application for company registration must be signed by the shareholder(s) during a personal visit to the FFZ administration or its Dubai representative office OR via a video call with representatives of the Free Zone. It is also possible to have the necessary forms signed by our representative in the UAE based on a power of attorney.

Before registering a company, the Free Zone authority must check the shareholders/beneficial owners and directors of the company based on the submitted Security Approval form. At this stage, additional documents, for example a police clearance certificate, may be requested. The check takes 2 to 4 business days.

Once the check is done, the company is registered – this procedure takes 2 or 3 business days. Upon registration, the Free Zone authority issues the following documents:

  • Certificate of Incorporation indicating the registration number and date, type of licence, details of the shareholder and share capital of the company;
  • Licence for the declared type of business (valid for 1 year and to be renewed annually);
  • Office lease agreement;
  • Articles of Association;
  • Power of Attorney (not applicable if one person acts as director and sole shareholder);
  • Share Certificate(s).

A company seal is also issued.

After the registration of the company, you can proceed with visas and bank account opening. A company can open a bank account both at a UAE bank and at a foreign bank – please contact your GSL consultant for details.

IMPORTANT: Since the UAE is not party to the Hague Convention of 5 October 1961, which abolishes the requirement for legalization of foreign official documents (the so-called apostille convention), it is necessary to submit the documents of a local company for legalization to the consulate of a country where they will be used.

The total time to register a company in FFZ is 10 days, on average.

STRUCTURE OF A FREE ZONE COMPANY (FZ LLC)

Directors

The director (manager) can be an individual only; the minimum number of directors is 1. Directors are not required to obtain a UAE residence visa. The details of directors are submitted to the Free Zone authority but are not accessible to third parties.

Secretary

The secretary can be an individual only. It can be the same person as director. If a secretary is not specifically named on the application for registration of a company, the first appointed director is deemed to be the secretary.

The details of the secretary are not accessible to public.

Members

The minimum number of members/shareholders in a company is 1; both individuals and legal entities can be shareholders; there are no residency requirements. FFZ does not require a company to necessarily have a local shareholder in its structure.

If a shareholder is an individual, then they must be over 21 years of age.

Share Capital

FFZ does not have a minimum share capital requirement.

Registered Office

Upon registration, the company and the Free Zone authority sign an office lease agreement; the address of such office is considered the official registered office address of the company. The company also has the right to rent additional office, production or warehouse premises within FFZ.

Our specialists are ready to help you select an office or other premises in FFZ at your request.

VISA APPLICATION

The UAE does not have such a concept as a residence permit. The UAE migration rules require the issuance of residence visas which in practice are similar to a residence permit.

The number of residence visas depends on the business package chosen during the registration of a company.

A visa is issued for up to 2 years. Upon expiration, a visa can be renewed for the same period.

The application for residence visas includes the following steps (a visa can only be applied for after the registration of a company):

1. Opening an Establishment Card (the migration file of the company) – 3-5 days. This document is necessary for the company to be able to apply for residence visas in the future.

2. Submitting documents for a residence visa and obtaining an Entry Permit (permission to enter the country) – 1-2 weeks.

To obtain a residence visa, an individual must enter the UAE with an Entry Permit.

3. Visiting the UAE to obtain a residence visa – in most cases, a visa can be obtained within 5 business days.

The applicant needs to:

  • undergo a medical examination (blood test and chest X-ray);
  • submit biometric data (retina and fingerprints scan).

After receiving the passport with a residence visa inserted into it, one can leave the country.

4. Obtaining a resident’s ID card – ID Emirates.

The card is issued a few days after the issuance of a visa. Personal presence is not required to receive it.

IMPORTANT: One is not required to reside in the UAE permanently, but a residence visa will be cancelled if one stays outside the UAE for more than 6 months.
The fees for obtaining a residence visa in FFZ start from USD 4 620. Please contact your consultant for more details on the application.

SUBSEQUENT ADMINISTRATION OF THE COMPANY

A company must annually renew its licence, by paying a relevant fee, and its lease agreement.

Companies registered in UAE free zones are exempt from capital gains tax, property tax and other taxes, except corporate tax and VAT.

Corporate Tax

A federal corporate tax was introduced in the UAE on 1 June 2023. Free zone companies may be subject to both the standard rate of corporate tax (9%) and a zero rate. The application of a particular rate depends on a number of factors such as the company’s income, the types of its activities (whether they are excluded or qualifying, or not), counterparties, whether the company maintains adequate economic substance in the UAE, and other aspects.

In order to understand which corporate tax rate (9% or 0%) applies to your company, we recommend that you seek advice from our specialists.

VAT

From 1 January 2018, the UAE introduced a Value Added Tax.

VAT as a general consumption tax applies to all transactions with goods and services, unless such transaction is exempted or taxed at 0% rate.

The standard VAT rate in the UAE is 5%.

There is no obligation to register for VAT unless the sales turnover within the country exceeds the registration threshold, which is AED 375 000 (~ USD 100 000) in the UAE.

Registration for VAT is required in the following cases:

  • there is reason to believe that the taxable turnover in the next 30 days will exceed the registration threshold (for example, a contract has been made);
  • at the end of the month, the taxable turnover for the previous 12 months actually exceeded the registration threshold;
  • the company receives services to be included in the return using the reverse charge method, in excess of the registration threshold.

It is possible to initiate a voluntary registration after exceeding the threshold of taxable transactions in the amount of AED 187 500 (~ USD 50 000).

Registration with the UAE Federal Tax Administration and allocation of the company’s Tax Reference Number (TRN) takes 20 business days, on average.

Upon registration with the Federal Tax Administration and allocation of the VAT number, a company must prepare and file a quarterly (or monthly in the case of an annual turnover exceeding AED 150 000 000 (~ USD 40 830 900)) VAT return and pay the resulting VAT within 28 days of the VAT period end.

To assess the company’s tax burden, we recommend that you consult a tax adviser (can be arranged upon request).

Financial Statements and Audit

Every company registered in FFZ must keep accounting records sufficient to confirm its financial position and reflecting up-to-date information about the assets and liabilities of the company.

There is no requirement for an audit or submission of financial statements to the authorities.

Before registering a company, we recommend that you consult a specialist of the non-resident audit department and a tax adviser to assess the company’s tax burden and discuss subsequent administration of the company.

FEES[1]

Services
Fees (USD)
Company registration in FFZ, including[2]:
- company incorporation (name check; collection, preparation and submission of documents for incorporation; selection of a licence; delivery of original corporate documents);
- liaising with government authorities regarding all matters of the company;
- maintaining the company’s online service portal with the free zone and migration authorities;
- monitoring changes in legislation, informing about changes and the need to revise the activities / structure of the company;
- compliance check;
- postal services (collection / delivery of documents and other correspondence);- company seal.

This fee also includes the fees charged by the Free Zone for registering a company and issuing a licence; they are payable according to the invoice issued by the Free Zone.

Other options – upon request.

10 300
E-channel deposit (refunded in the case of license revocation)
10 000 AED / 2 725 USD
Annual renewal of the company, including:
- liaising with government authorities regarding all matters of the company;
- maintaining the company’s online service portal with the free zone and migration authorities;
- monitoring changes in legislation, informing about changes and the need to revise the activities / structure of the company;
- keeping track of the deadlines and making payments for the company renewal and the office lease agreement;
- postal services (collection / delivery of documents and other correspondence).

This fee also includes the fees charged by the Free Zone for the licence renewal; they are payable according to the invoice issued by the Free Zone.

Other options – upon request.

10 230
Obtaining a residence visa
(cost of one visa – investor visa), including:
- Government fees (Entry Permit, Medical Fitness Report & Emirates ID, Visa Stamping on the Passport);
- preparing, executing and agreeing the necessary documentation with the migration authority;
- accompanying the client to a medical clinic for medical examination;
- accompanying the client to the Federal Migration Service for fingerprinting and biometrics;
- submitting to the migration authority documents for issuing and stamping a visa;
- filing an application for and obtaining a residence card;
- selecting an insurance company for medical insurance (if required);
- transport expenses.
4 620
Renewal of a residence visa
(this is the cost of one visa – investor visa)
Renewal of a residence visa (an investor visa is issued for 2 years) requires taking the same actions and paying the same fees as upon initial application.
4 620
Assistance with opening corporate bank accounts, including[3]:
== services of:
- analysing the company’s structure, its activities / business model / turnover;
- selecting banks individually for you – up to 3 options;
- preparing descriptions of banks indicating the criteria by which they were selected;
- preparing a description of further steps in the account opening procedure;
750 (Stage I)
== services of:
- collecting and analysing the corporate and other documents required to be submitted to the selected bank;
- putting together a detailed account opening application, including complete information on the company, its owners and counterparties;
- sending the application to one of the banks of your choice;
- preparing a detailed description of all further steps in the account opening procedure;
- preparing for an interview;
- accompanying you to a personal / online meeting with a banker if necessary;
- interacting with the bank at ALL stages;
2 000 (Stage II)
== payment of the remainder of the full fee – after receiving notification from the bank that the application is under final review by the bank’s compliance team;
750 (Stage III)
== an additional success fee is charged if the account is opened faster than the average standard procedure time, which is for corporate accounts – 3 months.
+ 10% to the fee for the service
Compliance fee
Payable in the cases of:
- renewal of a company,
- liquidation of a company,
- transfer out of a company,
- issue of a power of attorney to a new attorney,
- change of director / shareholder / beneficial owner, except the change to a nominee director / shareholder,
- signing of documents.
385 (standard rate, includes the check of 1 individual)
+ 165 for each additional individual (director, shareholder, or beneficial owner) or legal entity (director or shareholder) if such legal entity is administered by GSL
+ 220 for each additional legal entity (director or shareholder) if such legal entity is not administered by GSL
495 (rate for high-risk companies, includes the check of 1 individual)
110 (signing of documents)
Keeping the company’s accounting records
Maintaining a systematic archive of company documents and providing them to the client upon request
200 / hour
Preparing financial statements, conducting an audit and submitting financial statements to the Free Zone authorities
400 / hour[4]
Tax advice on VAT and other matters
400 / hour
VAT registration
1 500
Preparing and submitting VAT returns
200 / hour

[1] 5% VAT applies.

[2] The cost of the package may vary depending on the number of shareholders, type of licence, and size of office (the office size dictates how many residence visas a company can have).

[3] For more details on how fees for account opening assistance are charged, please contact your GSL consultant.

[4] The fees for preparing financial statements and conducting an audit are charged based on the time spent at hourly rates ranging from USD 100 to USD 400, depending on the type of work and qualification of a specialist involved, but are not less than USD 2 200 – fees for audited financial statements with a minimum number of transactions.

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from USD 10 585
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