GSL / Offshore / Offshore / Middle East / UAE

Company Registration in United Arab Emirates

Company Registration in the United Arab Emirates with GSL’s expert guidance unlocks access to international markets, global payment infrastructure, and flexible tax regimes. We provide a comprehensive, turnkey range of services for Mainland and Free Zone companies, securing residency visas for investors and employees, establishing economic substance (ESR), opening corporate and personal bank accounts, as well as handling financial and tax reporting and auditing in accordance with international standards.

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Service Packages

Pros & Cons of Doing Business in the UEA

Benefits of Company Registration in the UAE

  • Stable Banking System

UAE banks hold high international credit ratings, maintain strict confidentiality, and offer advanced digital banking services for global operations

  • Residency Visas for Shareholders & Employees

UAE residency status is granted for up to 10 years (renewable), unlocking access to personal tax residency. Investors can sponsor visas for family members and key team members

  • Economic Substance & Physical Presence

The country provides a straightforward framework to rent actual office space, hire local talent, and establish genuine corporate management

  • US Dollar Pegged Currency

The local currency (AED) has been pegged to the USD for over 40 years, eliminating foreign exchange risks. Businesses can seamlessly operate multi-currency accounts, including USD

  • Whitelisted Jurisdiction

The UAE is fully compliant with international standards and is excluded from the FATF and EU lists of non-cooperative jurisdictions, ensuring smooth global compliance and banking

  • Fast-Track Incorporation

In most Free Zones, the corporate setup process is fully digitized and can be completed remotely within just a few business days

Challenhges of UAE Business Setup

  • Corporate Tax Introduction

The UAE is no longer a traditional zero-tax haven. A 9% corporate tax applies to taxable income. While Free Zones offer a 0% rate on qualifying income, all companies must maintain accounting records and file annual tax returns

  • Free Zone Market Restrictions

Free Zone companies cannot directly trade or provide services on the UAE Mainland. Conducting local mainland business requires setting up a branch or partnering with a local distributor

  • Operational & Maintenance Costs

Maintaining a UAE structure requires annual license renewals, mandatory office rentals, and additional expenses for local staff, including mandatory health insurance for employees

Mainland Companies Setup

The term “Mainland” refers to a company registered outside of Free Economic Zones, operating within the onshore territory of the United Arab Emirates. Mainland companies face no geographical restrictions on their business operations, allowing them to trade freely both within the UAE and internationally, with no limitations on types of counterparties.

The registration and operation of mainland companies are governed by the UAE Commercial Companies Law No 32 of 2021. 100% foreign ownership is permitted, provided the business activity is not classified as having a “strategic impact,” which would subject it to additional sectoral regulation.

The corporate name must reflect its business purpose or include the name(s) of one or more shareholders, and must strictly end with “Limited Liability Company” or the abbreviation “LLC”. In the case of a single-member entity, the corporate name must be followed by “One Person Company” or “LLC (OPC)”.

Key Advantages of UAE Mainland Companies
  • Low corporate tax rate of 9% applies only to taxable income exceeding the statutory threshold of AED 375,000 (which is subject to a 0% rate)
  • Unrestricted right to conduct business anywhere across the UAE mainland and globally
  • No quota limitations on securing employment visas and a simplified hiring process for local and international staff
  • No restrictions on business activities, enabling companies to work directly with UAE government entities and participate in public tenders
  • Significantly higher bank account approval rates and smoother compliance onboarding compared to traditional offshore structures.

UAE Ministry of Economy

Department of Economic Development (DED)

Mainland company registration in the UAE is decentralized and managed at the individual emirate level, depending on where the physical business will be located. Licensing is handled by the respective local Department of Economic Development (DED).

Mainland Registrars by Emirates

Abu Dhabi Department of Economic Development

Dubai Economy & Tourism

Sharjah Department of Economic Development

Umm Al Quwain Department of Economic Development

Ajman Department of Economic Development

Ras Al Khaimah Department of Economic Development

Fujairah Municipality (Department of Industry and Economy)

Dibba Al Fujairah Municipality

Although the UAE consists of 7 emirates, there are 8 official mainland registrars integrated with the Ministry of Economy. The Emirate of Fujairah does not have a single centralized DED; instead, corporate registration is split between the Fujairah Municipality (for the capital) and the Dibba Al Fujairah Municipality (for the northern region). Each maintains its own isolated local license registry.

The UAE maintains separate corporate (lienses) registries for each emirate, which only include mainland companies. Free Zone entities can only be verified through the internal registry of their specific free zone. Due to this fragmented database structure, the standard corporate practice for counterparty due diligence in the UAE is to request a direct, up-to-date copy of the Trade License from the company.

Dubai Unified License (DUL) is a modern digital initiative that enables instant verification of mainland companies and advanced Free Zone entities via a QR code. This allows users to view a company’s current legal status without needing to log into separate portals.

The Ministry of Economy deeloped an initiative to reate a National Economic Register (NER) to serve as a unified corporate database for all UAE companies. In practice, it consolidates licenses from the 8 mainland registrars but does not allow public searching without authorization. Access is strictly restricted to users authenticated via UAE PASS (the national digital ID for residents).

Corporate Structure of a UAE Mainland Company

Non-Public

Manager

1 to 5 individuals

Resident or non-resident (must obtain a residency visa for banking and management)

No public registry, but names are printed on the Trade License

Non-Public

Board of Directors

Optional

1 or more individuals

Resident or non-resident

Manager often acts as Director

Non-Public

Shareholders

2 to 50 (1 for a sole proprietorship)

Individual or corporate

Resident or non-resident

No public registry, but names are printed on the Trade License

Non-Public

Ultimate Beneficial Owner

Data submitted to the registrar confidentially during licensing

Mandatory internal UBO Register, updated with authorities

UBO Register

In accordance with Cabinet Resolution No. 109 of 2023, every mainland company in the UAE is required to maintain an internal Register of Ultimate Beneficial Owners (UBO) and submit this data to the Department of Economic Development (DED) upon registration or license renewal.

A beneficial owner is defined as:

  • An individual who, directly or indirectly, owns or controls 25% or more of the company’s share capital, or
  • Holds the voting rights to appoint the director.

If no such person exists, the Senior Managing Official of the company (the Manager) shall be recognized as the beneficial owner.

The UBO register in the UAE is strictly private. The information is stored in the registrar’s secure database and is disclosed only upon official request from a court or financial intelligence authorities.

Failure to maintain an up-to-date UBO register or delayed notification of changes in the UBO structure (within 15 days) carries an administrative fine of up to AED 100,000 (approximately USD 27,200).

Information on the beneficial owner to be contained in the register:
  1. Full name, nationality, date, and place of birth;
  2. Residential address or address for service of notices;
  3. Passport or ID card number, country of issue, date of issuance, and expiry date;
  4. The basis and the date on which the person became a beneficial owner;
  5. The date on which the person ceased to be a beneficial owner.

Register of Shareholders

The company is required to maintain detailed records of each shareholder in the register of shareholders and update such records within 15 days of any changes. The register of shareholders must contain:

  1. The number of shares or stakes held, their categories, and the voting rights attached to them;
  2. The date on which the shareholder status was acquired;
  3. For individual shareholders: full name, nationality, address, place of birth, employer’s name and address, along with a certified copy of a valid ID or passport;
  4. For corporate shareholders: name, legal form, articles of association, head office or principal place of business address; in the case of a foreign corporate entity, the full name and address of its legal representative in the country must be specified; details of individuals holding management positions or authorized to make decisions, including passport data.

Share Capital of a Mainland Company

Minimum capital
Not established
Paid-up capital
Not required
Standard capital
AED 150,000 – 300,000, as recommended by the Department of Economic Development (DED)
License Selection

Special Approvals from Regulatory Authorities

For regulated sectors of the economy, the investor is required to obtain approval from the respective line ministry or authority:

  • Medicine and Pharmaceuticals: UAE Ministry of Health and Prevention (MoHAP) or Dubai Health Authority (DHA)
  • Finance, Crypto Assets, and Investments: Central Bank of the UAE or Virtual Assets Regulatory Authority (VARA)
  • Education: Ministry of Education or Knowledge and Human Development Authority (KHDA in Dubai)
  • Oil & Gas Sector and Drilling: Supreme Petroleum Council (SPC).

Multi-Licensing

Modern regulations of mainland registrars (Departments of Economic Development) and advanced UAE Free Zones allow combining up to 3–10 different activity codes under a single license. It is possible to combine wholesale, retail, and e-commerce trading for related product groups without increasing the annual renewal cost.

Hybrid licenses (Trading + Services) are also permitted if the company intends to handle not only the import and sale of equipment, for example, but also its subsequent installation, configuration, or IT consulting.

Mainland Company Setup Procedure in the UAE

1

License Selection

  • Determining the business activity from the official Department of Economic Development (DED) classifier and choosing the license type (service, trading, industrial, etc.).
  • Verifying the need for external approvals. If the business involves medicine, finance, crypto assets (VARA), or transport, the registration is paused until approval is granted by the relevant UAE authority.
2

Defining the Corporate Structure and Legal Form

  • Structuring the company (determining shareholders, beneficial owners, and managers)
  • Selecting the optimal legal form based on operational requirements and commercial goals.
3

Company Name Selection and Verification

Submitting the desired company name (at least 3 variations) to the local DED to check for uniqueness. The name must not be identical or confusingly similar to an existing entity; Latin characters are permitted. Сheck for uniqueness in Dubai.

4

Document Collection and Digital Dossier

Preparing the document package for the registrar’s security check. High-resolution scanned copies are required:

  • Passports of all shareholders, directors, and the manager;
  • UAE entry stamp or a valid visa copy (if applicable);

Corporate officers must have visited the UAE at least once, with no restriction on how long ago the entry occurred. First-time visitors must enter the country for at least 1 day.

  • Personal data questionnaire (phone number, email, residential address, etc.).

A CV and proof of address (utility bill) may be requested in certain cases.

5

Initial Approval

The registrar reviews the application and issues an Initial Approval certificate. Once received, the company can proceed with securing its legal address.

6

Securing a Legal Address

Renting a physical office space, executing a Tenancy Contract, and registering it in the government municipal system (Ejari).

7

Drafting Incorporation Documents

Drafting the Memorandum of Association (MOA). The MOA is signed electronically via the UAE PASS government app (for residents) or through OTP/code verification (for non-residents).

Following execution, the system generates a unified government invoice for the DED registration fees and municipal dues.

8

Issuance of License and Corporate Documents

The digital corporate package features secure QR codes for registry verification and includes:

  • Trade License (Commercial/Professional) for 1 year
  • Partners Annex (listing shareholders and share capital distribution)
  • Electronic MOA (e-MOA) bearing digital notary stamps
  • Certificate of Incorporation (optional, depending on the emirate).
9

Visa Processing

  • An immigration file is opened using the trade license to issue the Establishment Card from the Federal Authority for Identity, Citizenship, Customs and Port Security (ICP).
  • The residency visa process (investor and employment visas) is initiated for team members and dependents.
10

Document Legalization

The UAE is not a party to the 1961 Hague Convention; therefore, documents intended for use outside the UAE must undergo consular legalization.

11

Bank Account Opening

Once the company Manager receives their residency visa and Emirates ID, the compliance onboarding and corporate bank account opening process begins.

Instant License Program

Following the digitization of government services between 2024 and 2026, the Instant License option has been rolled out across all key UAE emirates. This framework allows for company setup without the requirement to lease a physical office space for the first year. The company is assigned a virtual address, and a fully compliant tenancy contract is only required from the second year onward during the license renewal process.

To apply for an Instant License with the DED, companies must operate within either the commercial or professional sectors.

Applicants for an Instant License with the DED are required to hold a valid UAE residency visa. If a visa is not held, the incorporation process can be executed via an authorized UAE corporate service agent.

While this setup facilitates a rapid market entry, it imposes restrictions on the total number of corporate residency visas that can be issued (typically capped at 1 to 2 visas per company) and creates compliance hurdles during bank account opening. Starting from the second year, a standard physical tenancy contract must be provided to renew the trade license.

Company registration timeline
4 weeks
Remote online registration
Available
Shelf companies
Available
Registration of a Mainland Company in Dubai, UAE.
from USD 14 940

Registration of a Mainland Company in Dubai, UAE. Service offer

Company Branches

UAE legislation allows businesses to scale existing operations without incorporating new legal entities by establishing distinct subdivisions known as Branches.

A branch is not a separate legal entity. It is 100% owned by the parent company, mirrors its exact corporate name, and conducts identical business activities.

The parent company bears full legal and financial liability for all actions and obligations of its branch.

Depending on the status of the parent entity, the following types of branches can be registered on the UAE mainland:

  • Branch of a UAE Mainland Company can conduct one or more activities strictly specified in the primary (parent) trade license.
  • Branch of a Free Zone Company allows to legally enter the onshore UAE market to conduct commercial, service, or manufacturing operations.

The chosen business activities must be permitted for onshore operations within the specific emirate.

  • Branch of a Foreign Corporate Entity enables international corporations to operate directly in the UAE. The branch is authorized to conduct core business operations under a license issued by the Department of Economic Development (DED).

The decision to open a branch and appoint its Manager is made by the Board of Directors of the parent company. While there is no statutory requirement for the Manager to be a UAE resident, it is highly recommended that they obtain a residency visa for day-to-day operations and local bank compliance onboarding.

Financial results of the branch are consolidated with the parent company. Branch revenues may be subject to taxation both in the UAE (under the 9% corporate tax framework) and in the parent company’s home jurisdiction under Controlled Foreign Corporation (CFC) rules and double taxation treaties.

To operate fully on the UAE mainland, a branch is required to register with the local Chamber of Commerce.

Corporate Documents of UAE companies

Corporate Services & Pricing in the UAE

Cost of Company Registration in the UAE

The total cost of incorporation consists of registration fees, annual maintenance fees (payable one year in advance at the time of registration), legalized corporate documents package, and courier delivery to the destination.

Registration

including preparation of original incorporation documents, government fees, apostilled (legalized) copies of corporate documents, company seal, document delivery, Company Secretary services, and registered office address for 1 year, EXCLUDING compliance fee
Price 5 500 USD

Annual Maintenance

payable from the first renewal onward; including provision of the registered office address and Company Secretary services; excluding financial reporting and accounting services; EXCLUDING compliance
Price 5 285 USD

Legalization (for corporate documents)

per document
Price 1 265 USD

Legalization (for personal documents)

per document
Price 750 USD

Courrier Delivery

Price 295 USD

Compliance fee in the UAE

Payable in cases of: company registration, company renewal, company liquidation, transfer to a new agent, issuance of a Power of Attorney to a new attorney, change of director / shareholder / beneficial owner (except for changes to a nominee director / shareholder), signing of documents

Standard Rate for a Corporate Entity

includes compliance check for 1 individual
Price 440 USD

Each Additional Individual or Corporate Entity Being a GSL Client

Price 200 USD

Each Additional Corporate Entity Not Being a GSL Client

Price 265 USD

Compliance Check for High-Risk Category Companies

includes compliance check for 1 individual
Price 550 USD

Signing of Documents

per 1 document
Price 135 USD

Our Licenses & Professional Status in the UAE

Free Zone Companies (FZC)

A Free Economic Zone is a designated territory within a country that operates under specific regulatory incentives and/or exemptions compared to the mainland. Each Free Zone independently determines its own requirements regarding share capital, management bodies, licensing frameworks (types of business activities), office space leasing, financial reporting, and other compliance matters.

The UAE has more than 50 Free Zones. Modern zones are increasingly designed to cater to specific niche business needs rather than serving as a one-size-fits-all solution.

Free Zone Authority

FZA

Each zone is managed by its own independent body, the Free Zone Authority, which acts as the Registrar and independently:

  • Approves business names within its own registry;
  • Develops internal corporate regulations and legal forms;
  • Issues its own Trade Licenses (Free Zone Licenses) with unique QR codes;
  • Acts as the sponsor for residency visas for the zone’s investors and employees.

The Authority combines the functions of a tax authority, immigration center, land department, and corporate registry.

Types of Free Zones: Geography & Licenses

Geographical Scope

Free Zone companies are established as vehicles for international trade and the global provision of services. UAE legislation imposes no restrictions on the foreign economic activity of Free Zone structures.

A standard Free Zone trading or service license grants the right to operate worldwide by default.

A Free Zone company is not permitted to engage in direct retail trade, open physical retail outlets, or provide services on the country’s mainland (UAE Mainland). However, selling goods to a local client is possible:

  • via a local mainland logistics company (distributor);
  • by establishing an official Mainland branch; or
  • through wholesale trading via specialized customs bonded warehouses.

Advanced and digital zones in Dubai (such as IFZA and Meydan) have practically eliminated the administrative difference between the first two legal forms. Today, they allow the registration of companies in the FZ-LLC format even with a single shareholder, gradually phasing out the FZE abbreviation.

FZC Corporate Structure

Non-Public

Manager

At least 1 individual

Residency requirements are established by each Free Zone individually. Mandatory for opening an account with a local bank.

Can be the same person as the director / shareholder

No public registry, but names are specified on the Trade License

Non-Public

Secretary

At least 1

Individual or corporate

Can be the same person as the director/manager.

No public registry

Non-Public

Shareholders

Individual or corporate

1 to 50

No open public registry

No public registry, but names are specified on the Trade License

Non-Public

Director

At least 1 individual over 21 years of age

Resident or non-resident

Exception: Financial hubs such as DIFC and ADGM, where directors’ names are publicly disclosed

Ultimate Beneficial Owners (UBO) of a Free Zone Company

A UBO is any individual (resident or non-resident) who ultimately owns or controls more than 25% of the company’s shares.

Details of ownership is filed privately with the Free Zone Authority during incorporation. Each jurisdiction maintains its own secure, closed registry.

Despite global debates on public registers, the UAE keeps UBO data strictly private. It is held securely by your registration agent and only disclosed under a direct court order or official regulatory request.

Failing to disclose or update beneficial ownership information is a serious violation. The Free Zone Authority holds the right to revoke the company’s trade license for non-compliance.

Capital Requirements

Minimum Share Capitl
Varies by Free Zone and depends on the company’s business sector
Standard Share Capitl
50 000 AED
Paid-in capital
No payment requirements in 90% of FZ
Bearer Shares
Not allowed

For regulated licenses (such as finance, aviation, or investments), the minimum capital requirement can reach several million AED.

Certain government-backed Free Zones (e.g., DMCC) require you to open a UAE bank account within a specific timeframe after registration (typically 30 days to 6 months). You must deposit the share capital in full and provide the registrar with either a bank reference letter or an auditor’s report. Once the deposit is verified by the authority, the funds are immediately unlocked and can be freely used for day-to-day business operations.

Free Zone Company Registration Procedure

1

Choosing a Free Zone

The Free Zone is selected based on your specific business requirements.

Available License Types in Free Zones
  • Commercial License
  • Media License
  • Warehouse License
  • Consultancy / Service License
  • E-commerce License
  • Innovation License
  • Industrial License
  • Manufacturing License
  • Educational License
  • Freelance License
  • Others

For example, DMCC is chosen for commodities and crypto trading, IFZA or Meydan for IT and consulting, and JAFZA for large-scale logistics. Business activity codes are selected directly from the specific Free Zone’s classifier.

2

Corporate Structure

  • Depending on the number of shareholders, the entity will be an FZE (1 shareholder) or an FZCO (2 or more shareholders)
  • Appointment of the Director, Manager, and Secretary
  • Determining the amount of the declared share capital.
3

Name Reservation and Initial Compliance

  • An electronic application is submitted to the Free Zone Authority for Trade Name Approval and Initial Approval. Three priority name options must be submitted in Latin characters, indicating the legal form.
  • The Free Zone’s internal security service conducts an initial Background Check on the founders to eliminate sanction and reputational risks.
  • Collection and submission of the digital KYC document package (color passport scans of all structural participants, a scan of the page with a past UAE entry stamp or a visa copy, a passport-sized photo on a white background, a bank reference letter for individual shareholders, and a brief CV in English, depending on the regulations of the specific Free Zone).

For corporate shareholders, a full package of incorporation documents legalized by the UAE Embassy and the Ministry of Foreign Affairs (MOFA) must be submitted, along with audited financial statements for the past two years.

4

Legal Address Lease Package

Based on the selected business activities and the planned number of employees, the format of presence within the Free Zone is chosen:

  • Co-working space (Flexi-Desk / Smart-Desk);
  • Physical office or warehouse;

Following this, a lease agreement is executed.

5

Remote Signing of the Articles of Association (e-MOA) and Fee Payment

Once all checks are passed, the Free Zone Authority generates electronic Memorandum and Articles of Association (e-MOA). Shareholders sign the documents remotely via verification codes (sent by email or SMS) or through the UAE PASS government application (for residents).

Based on the signed documents, the Free Zone issues the final invoice for government fees, the trade license, and the first-year office lease.

6

Issue of e-License

Immediately upon confirmation of payment, the Free Zone Registrar issues a complete digital package of corporate documents featuring secure QR codes:

  • Free Zone License for 1 year
  • Share Certificate confirming the owners’ shares
  • Certificate of Formation/Registration
  • e-MOA  bearing the Free Zone Authority stamps
7

Immigration Registration & Establishment Card

  • An application is submitted to the UAE Immigration Authority to open the company’s file and issue its Establishment Card. Following this, the residency visa process (investor or employment visas) is initiated for beneficial owners and staff.
  • Once the company Manager successfully passes the local medical fitness test and receives their Emirates ID card, the process of opening a corporate current account with UAE banks or international neobanks begins.
8

Document Legalization

The UAE is not a party to the 1961 Hague Convention; therefore, corporate documents intended for use outside the UAE must undergo consular legalization.

9

Bank Account Opening

Once the company Manager obtains their residency visa and Emirates ID card, the compliance onboarding and corporate bank account opening procedure begins.

Service offer for company registration in Dubai

Limited Liability Company Registration  in DMCC Free Zone, Dubai.
from USD 19 640

Limited Liability Company Registration in DMCC Free Zone, Dubai. Service offer

UAE Offshore Companies (IBC)

The incorporation and operation of International Business Companies (IBCs) are governed by the regulations of the specific autonomous registry in which they are established. Within the Emirates, there are three specialized jurisdictions for this purpose: JAFZA (Dubai), RAK ICC (Ras Al Khaimah), and AFZA (Ajman).

Offshore structures are established exclusively as instruments for managing foreign assets and conducting international trade outside the territory of the UAE.

Key advantages of offshore companies

  • No trade license required, as the only document confirming the company’s legal capacity is the Certificate of Incorporation, which must be renewed annually.
  • Offshore companies are permitted to own real estate in the UAE, subject to specific restrictions. For instance, holding freehold properties in Dubai is strictly limited to offshore entities registered with the Dubai-based JAFZA Offshore registry, or RAK ICC structures acting under a special memorandum between Ras Al Khaimah and Dubai.
  • There are no statutory obligations to employ local personnel.
  • The company’s legal address is provided by its registered agent, which is a licensed registrar such as GSL.
  • Audit of financial statements is not required, though companies must maintain proper internal accounting records and prepare financial reports for their shareholders.

Restrictions for offshore companies

  • An offshore company is not permitted to conduct operational business, lease office space, or trade within the UAE domestic market, including both the Mainland and classic Free Zones.
  • An offshore company cannot sponsor or issue UAE residency visas for its shareholders, directors, or employees.
  • The provisions of Double Taxation Avoidance Agreements (DTAA) concluded between the UAE and third countries do not apply to classic offshore entities, as they lack tax resident status in the country.

Corporate Structure of Offshore Companies

Non-Public

Director

Minimum 1

Individual or orporate (in some jurisdictions)

Resident or not

Non-Public

Secretary

Mandatory

May be the same person as Director (individual), or registered agent

Non-Public

Shareholders

Minimum 1

Individual or corporate

Resident or not

Non-Public

Registered Agent

An offshore company is required to have a local registered agent, whose details must be specified in the Memorandum of Association.

Offshore company registries are completely closed. Information regarding shareholders, directors, secretaries, and ultimate beneficial owners is strictly confidential and is not published in open sources.

Incorporation of an offshore company in the Emirate of Ajman (AFZA).
from USD 5 640

Incorporation of an offshore company in the Emirate of Ajman (AFZA). Service offer

Residency Visa Timeline & Procedure

Setting up the company’s immigration file (Establishment Card) with the Federal Authority for Identity, Citizenship, Customs and Port Security (ICP) or the General Directorate of Residency and Foreigners Affairs (GDRFA) for Dubai.

3 – 5 days

Securing the electronic Entry Permit

5 – 7 days

Medical Fitness Test & Biometrics

3 – 5 days

Issuance of the digital Residency Visa and obtaining the physical Emirates ID card.

1 day

Service offer

Obtaining a Freelance Permit and a Freelance Residence Visa in Dubai, UAE, in various free zones.
USD 4 620

Obtaining a Freelance Permit and a Freelance Residence Visa in Dubai, UAE, in various free zones. Service offer

Company Redomiciliation to the UAE

Redomiciliation allows a foreign legal entity to change its country of registration while fully preserving its legal capacity, corporate history, shareholder structure, assets, and obligations under existing international contracts.

The company is not liquidated; it simply “relocates” to the UAE jurisdiction.

The most frequent scenario is the transfer of classic offshore companies from the BVI, Cayman Islands, Seychelles, or Cyprus to various UAE Free Zones, depending on their business activities.

Redomiciliation between different Free Zones within the UAE is also possible if a company is no longer satisfied with the conditions or compliance standards of its current Free Zone.

Requirements for Redomiciliation:

  • The legislation of the company’s current country of registration must legally permit the jurisdiction change.
  • Good Standing Status, that is the foreign company must be fully active and not in the process of bankruptcy, liquidation, or litigation. All annual government fees must be paid, and financial statements filed (if applicable).
  • Convening a Board of Directors meeting and a Shareholders’ General Meeting to sign a special resolution for redomiciliation. In certain cases, notifying the company’s creditors and obtaining their consent is required.
  • The corporate document package (Articles of Association, Certificate of Incorporation, Share Certificates) must undergo full legalization: notarization in the country of origin ➔ Ministry of Justice / Ministry of Foreign Affairs stamp ➔ UAE Embassy in that country ➔ final Ministry of Foreign Affairs (MOFA) stamp inside the UAE.

The receiving registry in the UAE (the specific Free Zone or offshore registry) conducts a thorough due diligence check on the incoming business.

This includes verifying not only the shareholders’ passports but also the source of funds, current counterparties, and transaction routes.

Redomiciliation to the UAE Mainland

UAE federal legislation (Article 8 of Law No. 32) allows foreign companies to redomiciliate not only to Free Zones and offshore registries but also to the onshore part of the country (Mainland), converting into a Limited Liability Company (LLC) or a Joint Stock Company.

This scenario is more complex, as it requires fulfilling a greater number of conditions set by the Department of Economic Development:

  • Mandatory selection of business activity codes;
  • Passing security checks;
  • Leasing a physical office space (with mandatory Ejari registration);
  • Registering for corporate tax.
Continuation of a British Virgin Islands (BVI) Company  in Dubai Multi Commodities Centre (DMCC), Dubai, UAE.
from USD 13 200

Continuation of a British Virgin Islands (BVI) Company in Dubai Multi Commodities Centre (DMCC), Dubai, UAE. Procedure of jurisdiction change

Target Industries for UAE Companies

International Trade, Import-Export, and Logistics

The strategic geographical position of the UAE makes it a premier global hub for cargo transshipment and re-export to the MENA, Asian, and European regions. The country hosts some of the world’s largest seaports and aviation hubs, backed by an advanced brokerage infrastructure and seamless access to trade finance instruments.

Free Zone companies that meet the qualifying income criteria maintain a 0% corporate tax rate on international trade operations, and transactions conducted outside the UAE territory remain exempt from local VAT.

E-commerce and Digital Services

The Emirates actively develops its digital ecosystem, offering a reliable international payment infrastructure for SaaS, IT platforms, online retail, and digital service providers. The sector benefits from straightforward corporate onboarding, IT-friendly compliance procedures, and access to global merchant acquiring networks. Furthermore, businesses catering to the global market (generating sales outside the UAE) are completely exempt from the 5% local VAT.

Holding Structures and Asset Protection

The UAE offers a premium tax environment for holding international assets, managing intellectual property, and distributing capital. Under the Participation Exemption regime, incoming foreign dividends and capital gains derived from the disposal of shares in subsidiaries are fully exempt from corporate tax. The UAE provides a vast network of Double Taxation Avoidance Agreements (DTAA). However, to utilize these treaties, a holding company must establish genuine economic substance and secure a Tax Residency Certificate.

Financial services, investment management, crowdfunding, crypto assets, and Web3 projects are strictly regulated by the Central Bank of the UAE, the Dubai Financial Services Authority (DFSA), or the Virtual Assets Regulatory Authority (VARA). These activities require mandatory licensing, substantial paid-up share capital, and enhanced AML/KYC banking compliance onboarding.

UAE Incorporation Case Studies

CASE 1

Securing a Dubai Crypto Regulator Approval

The Challenge

The client engaged in cryptocurrency operations sought to formalize and legacy-protect their activities within an optimized and compliant jurisdiction.

GSL Solution

• Obtaining a No Objection Certificate (NOC) from the Dubai Virtual Assets Regulatory Authority (VARA) was identified as the most effective route. This setup allows cryptocurrency trading under regulatory oversight without triggering the requirements for a full VASP license. GSL prepared and submitted a comprehensive application detailing the corporate structure, financial metrics, funding sources, and a robust business plan. Upon issuance, the NOC was filed with the respective Free Zone Authority.

The Result

As the client focuses on proprietary automated cryptocurrency trading, the VARA approval paved the way for successful corporate bank onboarding and formalization within a clear yet flexible regulatory framework.

CASE 2

Establishing a UAE Mainland Game Development Company & Team Relocation

Background

A mobile game development studio required a comprehensive corporate relocation strategy to support international growth.

GSL Solution

To ensure seamless bank account operations and secure a premium corporate reputation, GSL advised setting up a Mainland company over a Free Zone entity. Our team managed the entire workflow: selecting the correct activity codes, structuring the company, securing a physical commercial lease, and handling incorporation. A significant phase of the project involved processing employment quotas and securing working visas for the client’s team.

The Result

The client received a complete, turnkey business relocation solution—ranging from a registered corporate entity in Dubai to full immigration and visa support for their entire staff.

CASE 3

Setting Up a Licensed Payment Structure in Dubai

The Challenge

A payment aggregator provider required expert assistance in establishing a licensed payment services infrastructure.

GSL Solution

After comparing multiple international jurisdictions, the UAE was chosen because its Payment Service Provider (PSP) license is issued directly by specific Free Zone Authorities rather than requiring standalone central bank authorization.

Between the two primary zones offering PSP licenses (DMCC and DIFC) DMCC was selected due to its versatility, open onboarding policies, and streamlined project approval process. Beyond incorporation, GSL assisted with bank compliance, document legalization for global operations, and drafted a customized AML Manual.

The Result

GSL implemented the optimal corporate framework for the client’s fintech operations. The licensed structure benefits from an attractive tax regime without excessive regulatory burdens. Practical operational readiness was secured through hands-on bank onboarding support, corporate document legalization, and robust AML documentation.

CASE 4

Securing a UAE Golden Visa via Bank Deposit

The Challenge

The client sought a more flexible and autonomous long-term residency alternative to replace their company-sponsored employment visa.

GSL Solution

GSL recommended the investment path via a fixed term bank deposit, which requires placing a minimum of AED 2,000,000 in a UAE bank for 2 years. Our primary task was onboarding with a tier-1 bank willing to issue the mandatory regulatory reference letter.

GSL coordinated the entire document collection, managed immigration filings, secured the Golden Visa approval, and successfully canceled the client’s previous employment visa.

The Result

The client obtained a 10-year Golden Visa, which eliminates the standard requirement to visit the UAE every 6 months to keep the residency active. This allowed the client to safely cancel their labor visa and provides the long-term flexibility to close their corporate entity in the future without risking their UAE residency status.

Annual Renewal & Maintenance

For all types of companies in the UAE, the total annual maintenance cost comprises the following components:

  1. Trade License Renewal (A fixed government fee paid to the registrar (DED or Free Zone Authority) for the right to operate for another year).
  2. Legal Address Renewal (The ongoing lease cost for a virtual office, co-working space, or physical commercial office).
  3. Registered Agent Fees (Fees for corporate secretarial support, provision of the registered office, and regulatory liaison).
  4. Regulatory Levies and associated government fees for renewing the company’s Establishment Card and mandatory contributions to the local Chamber of Commerce.

The renewal deadline is the anniversary of the trade license issuance date.

The renewal cost for mainland companies depends directly on the location and square footage of the physical office. A valid and active tenancy contract (Ejari) is required upon submitting documents to the DED.

Businesses incorporated under the Instant License framework are exempt from office lease requirements for the first year. However, from the second year onward, renewal is impossible without a physical Ejari contract.

Premium Free Zones (such as DMCC in Dubai) mandate the submission of audited financial statements as a prerequisite for license renewal. Simplified Free Zones (e.g., IFZA, Meydan) do not require an audit for annual renewals.

For offshore companies, annual renewal applies strictly to the Certificate of Incorporation, the registered address, and the registered agent services (for instance, GSL).

Upon completion of the renewal process, an updated trade license is issued.

Penalties for Late Renewal

Compliance enforcement in the UAE operates through fully automated digital systems. If the renewal invoice remains unpaid by the license expiry date, the following penalties apply automatically, and namely:

  • Monthly fines are changed, ranging from AED 100 to AED 2,000 depending on the jurisdiction and type of violation
  • The immigration system suspends the processing of new visas and the renewal of existing residency visas for employees
  • Within 14 to 30 days post-expiry, local banks freeze access to the corporate current account, blocking both incoming and outgoing transactions

The company’s managers may face administrative bans, restricting them from registering new legal entities in the UAE.

Audit of Financial Statements

Requirements for submitting an annual independent audit depend on the jurisdiction:

  • Mainland Companies

An audit is legally required, but the DED requests it selectively (primarily for high turnovers or regulated licenses).

  • Free Zone Companies

Several premium zones (such as DMCC, DIFC, and JAFZA) mandate the submission of an annual auditor’s report as a prerequisite for trade license renewal.

In general-purpose digital zones (such as IFZA, Meydan, and Shams), there’s no mandatory audit requirement.

  • Offshore Companies

The submission of audited financial statements to the regulator is generally not required.

Corporate Income Tax Return

Regardless of the company’s place of registration (Mainland or Free Zone) and the applicable corporate tax rate (0% or 9%), every entity is legally required to file an annual corporate income tax return with the Federal Tax Authority (FTA).

The statutory filing deadline is within 9 months following the end of the company’s designated financial year.

For individuals, the UAE imposes no personal income tax (PIT), capital gains tax, dividend tax, property tax, gift tax, or inheritance tax. The only exception applies to sole proprietorship (individual entrepreneurial) activities, provided that the total revenue exceeds the statutory threshold of AED 1,000,000 within a calendar year.

Participation Exemption Regime

Despite the 9% federal tax, in 95% of cases, the fiscal burden for offshore companies remains at zero (0%), as international holding revenues (dividends, capital gains) are tax-exempt under the Participation Exemption rules.

The Participation Exemption is an international tax regime operating under Article 23 of Decree-Law No. 47, which completely exempts UAE holdings and offshore entities from paying the 9% tax on incoming dividends and capital gains derived from the disposal of shares in their subsidiaries. Exemption Conditions:

  • The holding company must own at least a 5% stake in the subsidiary’s capital for a continuous period of 12 months.
  • The subsidiary itself must be subject to corporate tax in its home country at a statutory rate of not less than 9%.

This mechanism eliminates double taxation and establishes the UAE as one of the premier holding jurisdictions globally.

Corporate Tax Registration of a United Arab Emirates (UAE) Company.
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Corporate Tax Registration of a United Arab Emirates (UAE) Company. Service offer

FAQ

What information is entered into the company's register of shareholders?

Under the Commercial Companies Law, a mainland company is required to maintain a special register of shareholders at its registered office address, which must include the following details:

  1. Full name, nationality, date of birth, and residential address for individuals; or the legal name and principal place of business address for corporate entities.
  2. Transactions affecting the share capital and the exact dates of such transactions.

The responsibility for maintaining the register and ensuring the accuracy of its data rests with the company’s Managers. To confirm and update the corporate data, the register must be submitted to the competent authority and the corporate registry in January of each year.

How much does it cost to register a company in the UAE?

The total cost of business setup depends on several factors, including the specific emirate or Free Zone, the selected business activity codes, the number of founders, and the planned employee visa quota. The minimum cost to establish a company starts from USD 8,600.

How long does it take to register a business in the UAE?

The timeline depends on the chosen legal form and jurisdiction. However, the minimum processing time is 1.5 weeks, which includes document preparation and initial approvals.

For more complex projects, or when residency visa processing is involved, the realistic timeline is around 1 month (excluding corporate bank account opening).

Can a foreign national open a company in Dubai?

Yes, foreign nationals can incorporate and hold 100% ownership of companies in the UAE. The historical requirement to appoint a local UAE sponsor holding 51% of the shares has been completely abolished for the vast majority of business activities.

Foreign investors can act as sole shareholders both within Free Zones and on the UAE Mainland.

What are the legal duties of a UAE company Manager?

The Manager, whose name is officially printed on the Trade License, serves as the primary executive body of the company.

Under the UAE Commercial Companies Law, the Manager holds the following key obligations:

  1. Operational management and conducting business activities in strict compliance with the issued trade license codes.
  2. Corporate representation, signing commercial contracts, opening and managing corporate bank accounts, and liaising with the Immigration and Tax authorities, etc.
  3. Maintaining proper accounting records in accordance with IFRS standards and retaining primary documentation for a minimum of 5 years.
  4. Ensuring timely annual trade license renewals and filing mandatory corporate tax returns.

The Manager bears full administrative and personal liability before the state authorities for the legality of the company’s operations.

Can I run a UAE business remotely without traveling to the country?

While the incorporation phase is fully digitized and can be completed remotely, a personal visit to the UAE is mandatory for operational readiness.

At the post-registration stage, the business owner and the bank account signatory must physically travel to the UAE for a few days to pass the local medical fitness test and complete biometrics for the Emirates ID card, as well as to attend the mandatory face-to-face KYC interview with the bank.

Does a UAE company have to pay taxes if it only works with foreign clients?

The company is legally required to file an annual corporate tax return, though the actual tax rate may be 0%.

If the company is registered on the Mainland, profits derived from foreign clients are taxed at the standard rate of 9% on amounts exceeding AED 375,000, unless the company qualifies for the Small Business Relief scheme (available for revenues under AED 3,000,000).

A free zone company can legally apply a 0% tax rate on international income. However, it must maintain genuine economic presence (substance), keep compliant accounting records, and submit an annual audited financial report to its registrar.

As for VAT, the export of goods and services outside the UAE is fully zero-rated (0% VAT applies).

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