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ItalianoBusiness Setup in the UAE
" Embarking on the journey of establishing your company in the United Arab Emirates involves understanding various aspects and choosing the right structure. Here's a comprehensive guide to assist you.
Embark on your business journey in the UAE with confidence, knowing that you have a dedicated partner in SwissTech to guide you through every step of the process. "
Varieties of Business Structures in the Emirates
Registry | Offered by Mainland Registry and several Free Zones. |
Authorized Activities | Interior designer, web designer, events planner, photographer, personal trainer, etc. |
Minimum Capital | None. |
Capital Release | Not Applicable. |
Manager | 1 Natural Person |
Partners | Not Applicable. |
Local Sponsor/ Agent | Not Required. |
Bank Account | No Business Bank Account possible. |
Accounting | Mandatory |
Audits | Not Required. |
Registration timeline | 1 week max. |
Registry | RAKICC. |
Authorized Activities | Consultancy, Trading, Holding. |
Minimum Capital | USD 10,000 (or equivalent in another currency). |
Capital Release | Not Applicable. |
Manager | Minimum one. Can be a natural person or a legal entity (in this case a natural person manager must also be appointed). |
Partners | Any natural person of a minimum age of 21 years, or legal entity (company) whatever their nationality. |
Mandatory Local Sponsor/ Agent | None. |
Bank Accounts | Company Bank Account |
Accounting | Mandatory. |
Audits | An annual audit of the accounts is not required. |
Registration Timeline | Max. 2 days. |
Registry | More than thirty Registries in all the Emirates: DMCC, RAKEZ, KIZAD, DWC, etc. |
Authorized Activities | Consultancy, Trading, Holding. |
Minimum Capital | AED 50,000 |
Capital Release | Not Applicable. |
Manager | Minimum of one. Can be a natural person or a legal entity if a natural person is also named. |
Partners | Any natural person of at least 21 years of age, or a legal entity (company). |
Mandatory Local Sponsor/ Agent | None. |
Company Bank Account | Company Bank Account |
Accounting | Mandatory |
Audits | Mandatory, but not required by the Registry. |
Registration Timeline | From 7 days to 1 and a half months, depending on which registry. |
Selecting the right free zone
With numerous Free Zone Registries in the UAE, we highlight four registries on our site that typically cater to the requirements of the majority of our clients
Meydan Free Zone Registry (situated in Meydan, Dubai)
- IFZA Free Zone Registry (located in Dubai Silicon Oasis, Dubai)
- DWC Free Zone Registry (situated in Dubai South, Dubai)
- DMCC Free Zone Registry (positioned at Jumeirah Lakes Towers – JLT, Dubai)
- DIC Free Zone Registry (based in Dubai Internet City, Dubai)
Registry | Dubai Economic Department (DED). |
Authorized activities | Trading, Consultancy, Services, etc. |
Minimum capital | AED 300,000 It is not required to pay the company’s capital. |
Manager | Minimum of one. Must be a natural person. It is possible to establish a Board of Directors. |
Partner(s) | Any natural person of at least 21 years of age, or a legal entity. |
Local sponsor / Agent | It is no longer required to have an Emirati partner! A foreigner can now have 100% ownership of a Mainland company. |
Accounting | Mandatory. |
Audit | Mandatory. It is not required to provide a copy of the audit report to the registry. |
Registration timeline | Approx. 10 days. |
Understanding various mainland company types
Foreign nationals have the option to establish two types of companies in the UAE:
1.Professional Company
- A Professional Company can exist as a Sole Establishment with a single partner or as a Civil Works Company with multiple partners.
2.Limited Liability Company (LLC)
- An LLC is another form of a company that can be established by foreign nationals.
Key differences between a Professional Company and an LLC
- In a Professional Company, partners are personally liable without limit for the company’s debts. In an LLC, partners are only liable up to their capital contributions.
- A Professional Company is restricted to service-based or consultancy activities and cannot engage in the sale of goods or manufacturing. There are no such restrictions for an LLC.
- A Professional Company cannot be owned by a legal entity; its partners must be natural persons. Alternatively, a Branch of a foreign company or a UAE-registered company can be established if needed.
Choosing activities for your company
- Consulting/Services
- For professional, service, and consulting activities, foreigners can now have 100% ownership.
- A “local service agent” is required, who must be an Emirati and acts as a representative before the Registry. Their remuneration is fixed at AED 3,000 per year.
- Partners in a Professional Company have unlimited liability, making it crucial to consider potential consequences in local disputes. Establishing a Branch of a limited liability company in the Mainland can be a solution to avoid this issue.
- Sale of Goods/Import-Export
- Many trading activities no longer necessitate an Emirati sponsor. However, some activities may still require sponsorship.
- No requirement to appoint a local service agent.
- Partners’ liability is limited to their capital contributions.
Note: Upon special request to the Registry Director, it is possible to seek an “exemption” to register a consulting/service company as an LLC, allowing for limited liability, rather than as a sole establishment or civil company. Contact us for more information.
Founder | The founder established the Foundation and is the initial source of its assets. It can be a natural person or legal entity. |
Council | The foundation’s governing body, analogous to a Board of Directors. There must be at least 2 council members which can be either natural persons or legal entities. |
Guardian | The protector of the foundation. They control the actions of the Council and verify that the wishes of the founder are being respected. The Guardian can be a natural or legal person. The founder can be Guardian, but the Guardian cannot be a member of the Council. |
Designee | If there is no longer a beneficiary, the assets of a foundation will revert to the designee. If none is appointed, the assets will revert to the authorities in the jurisdiction of the Foundation. |
Qualified Recipient | This is the beneficiary or beneficiaries of the foundation’s income. It can be a natural person (born or unborn) or legal entity, a category of people, etc. |
Registered Agent | The foundation is required to be hosted by its agent. We of course provide this service as a registered agent. |
Court | The choice of court and the law applicable to the Foundation: DIFC or ADGM. |
Lifespan | Limited (date or number of years) or unlimited (perpetual) or linked to an event. |
Minimum Initial Capital | Minimum of USD 100. |
Accounting and Audits | It is mandatory to maintain accounts. An annual audit of the accounts is not compulsory, but is recommended. |
Timeline for Registering a Foundation | 3 working days. |
A foundation is an autonomous legal entity that maintains assets separately from the founder’s personal property.Diverging from the common law-rooted concept of a trust, the foundation originates from civil law jurisdictions.
Similar to a corporation, a foundation possesses its own legal personality. However, unlike a corporation, it does not issue shares or any other form of legal title, rendering it an “orphan” structure. A foundation is required to engage in one or more business activities, serving the benefit of one or more beneficiaries, whether explicitly named or not.
Governed by its charter and by-laws, reflective of the founder’s intentions, a foundation is administered by Council Members and may be overseen by a Guardian to ensure alignment with the founder’s wishes. The foundation’s assets are owned in its own name.
Foundations are commonly utilized for the following purposes
- Structuring assets, succession planning, and estate management.
- Safeguarding assets from forced inheritance laws, adversarial creditors, and takeover attempts.
- Establishing a long-term holding structure.
- Pursuing charitable and/or philanthropic objectives.
Business Entities
01
General Overview
Gain insights into different business structures suitable for your needs.
02
Freelance Permit
Explore the flexibility of operating as a freelancer.
03
Offshore Company
Consider the advantages of establishing an offshore entity.
04
Free Zone Company
IFZA - Dubai Silicon Oasis (Dubai) - Meydan (Dubai) - DWC - Dubai South (Dubai) - DMCC - Jumeirah Lake Towers (Dubai) - DIC - Dubai Internet City (Dubai)
05
Mainland Company
Understand the benefits and regulations associated with a mainland setup.
06
Foundation
Explore the possibilities of establishing a foundation.
Legal Commitments
Understand the legal responsibilities of a company in the UAE, covering aspects such as accounting, corporate taxes, audit, VAT, and compliance with the Economic Substance Regulation (ESR).
Business Location
Decide on the most suitable location for your business:
a. Virtual Address: Opt for a professional virtual presence.
b. Shared Office Space: Consider the advantages of sharing office facilities.
c. Private Office: Explore the benefits of a dedicated private office.
Exclusive Offers
Explore our exclusive packages for seamless company establishment and ongoing personalized management. Benefit from our firm's comprehensive expertise, covering services for initial setup, annual maintenance, and tailored assistance for special missions.