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Business Incorporation
4/10/2024
Business Setup Guide for UAE
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The UAE is a land of opportunity, a vibrant hub for entrepreneurs and businesses of all sizes. Are you dreaming of launching your venture in this dynamic market? This comprehensive guide will equip you with the knowledge and steps needed to navigate the UAE business setup process, turning your ambition into a thriving reality.
Steps to start a business on the mainland
Starting a business in ordinary ways involves a series of steps, including: 1) Identifying a business activity 2) Selecting an appropriate legal form 3) Registering the trade name 4) Applying for an initial approval 5) Drafting a Memorandum of Association and local service agent agreement 6) Select a business location 7) Get additional government approvals 8) Submit documents and pay fees
I. Identify business activity
Business activity is the basis for selecting the legal form and type of licence, whether commercial, industrial or professional, etc. There are six types of licences. They are: industrial, commercial, professional, tourism, agricultural and occupational.
Notes:
An investment/business can have more than one business activity. There are more than 2,000 business activities to choose from in the UAE.
II. Select the legal form
The legal form depends mainly on the business requirements. Moreover, the legal form is basis for identifying applicable laws and regulations. In the UAE, an investor can select one of these legal forms: - General partnership - Limited partnership - Limited liability company (LLC) - Public joint stock company (PJSC) - Private joint stock company (PrJSC) - Civil company - Local company branch - GCC company branch - Foreign company branch - Free zone company branch - Sole establishment - Holding companies
III. Register the trade name
A trade name distinguishes one business from another. It also reflects the nature and the form of the business. An investor can apply for the trade name through the economic department in each emirate, through its website or mobile application.
Provisions for selecting the trade name:
The trade name must: - be followed by the business structure acronym (legal form of the company) such as: LLC, EST, PJSC, PrJSC. - not violate the public morals or the public order of the country. - be compatible with the required type of activity and the legal status of the company or business entity. - not contain names of any religion, or governing authority, nor names or logos of any external bodies. - not have been previously registered. - During the application process, you will be issued a payment voucher or a transaction number, which you will need to use as a reference when you pay.
Notes
The local department of economic development registers the trade name, while Ministry of Economy registers the trademark. Trade name certificates are renewable.
IV. Initial approval
An initial approval means that the UAE Government has no objection for the business to be established in the country. It also allows the investor to proceed with the next steps in setting up a business. It does not, however, grant the authority to run or practice the business activity. Foreign investors must obtain the approval of the General Directorate of Residency and Foreigners’ Affairs before getting the initial approval. Some activities require additional approvals from government entities related to that particular business before applying for the initial approval. These include activities related to legal affairs, security affairs and financial securities and commodities.
V. MOA and LSA
Depending on the legal form of a business, a completed and signed Memorandum of association (MoA) or a local service agent agreement (LSA) of the business is required. The memorandum of association is required for the following business legal forms: 1) Limited partnership 2) Limited liability company (LLC) 3) Public joint stock company (PJSC) 4) Private joint stock company (PrJSC)
VI. Select a business location
All businesses in the UAE must have a physical address to operate. The business premises and location must comply with the requirements defined by the respective emirate’s Department of Economic Development, as well as the land planning regulations of the local municipalities. Office and warehouse rental agreement must be provided. Some emirates require the agreements to be attested. In Dubai, the agreement must be registered with Ejari.
VII. Get additional government approvals
In some cases, additional approvals from government entities governing certain business activities are required. The following are examples of such activities sorted by ministry:
1) Ministry of Interior
Ministry of Interior issues approvals for activities related to general transport - driving schools, fire equipment, alarm and safety systems, used-car dealers, used auto-parts, car rental.
2) Ministry of Justice
Legal activities and legal consultancy
3) Local municipal department
Architectural and engineering affairs
4) Telecommunications and Digital Government Regulatory Authority (TDRA)
Telecommunication activities
5) Executive Council
Travel and tourism, general services, charter trading, ship and maritime agencies, car clubs, charter air transport and foreign company branches
6) Ministry of Economy
Insurance activities and insurance consultancy
7) Local health departments
Health-related activities
8) Supreme Petroleum Council
Onshore and offshore gas and oil-field services and onshore and offshore oil drilling operations
VIII. Collect the business licence
After completing the above steps, investor can collect the business licence from service centres of the economic departments or through their websites.
Documents required for getting a licence for all legal forms
The following documents are required for getting a licence for all legal forms: a) Initial approval receipt and all the previously-submitted documents. b) Copy of the lease contract duly attested by the Real Estate Regulatory Agency (RERA) in Dubai. c) Duly attested memorandum of association (for all types of companies). d) Approvals from other government entities concerned, as may be required. e) Duly attested service agent contract (for civil establishments and companies that are 100% owned by non-GCC nationals), the UAE involving a local service agent.
Notes
You have to pay for your trade licence within 30 days of receiving the payment voucher. In the event of non-payment in a specific period, the application will be cancelled.
UAE Free Zones
Free Zone companies are licensed and controlled by the Free Zone Authorities. Free Zones are ideal for startups. To start a business there, the Business setup in the UAE Free Zone is comparatively a different process than to of a Mainland. The controlling body of the Free zones is not the same authority as that of the UAE Mainland Business or offshore Business, as Free zones are governed by each Emirate’s free zone authority. The main benefit of setting up a business in a Free zone is that the companies enjoy 0% tax on customs duties and complete tax exemption on imports and exports, thus making Free Zone more preferred destination for investors. Helping entrepreneurs set up a business with the best facilities and advantages is a challenge and the UAE authorities are loaded with opportunities for people looking to invest.
Starting a Business in UAE Free Zones
To start a business in a UAE Free Zone, you need to choose a Free Zone, register your entity, get a Trade license & visa, and open a business bank account. UAE Free Zones have many benefits for both residents and nonresidents such as 100% foreign ownership, no taxes, etc for those who register a business in the zone. The UAE government has free zones in different emirates, each designed for a specific business activity. There are over 44 free zones located all across the UAE that have been attracting foreign direct investment in the form of 200,000 companies. These free zones differ in focus, set-up pricing, and required paperwork, however, the basic requirements are all the same. The Free Zones in the UAE are attractive administrations for investors who are looking for 100% ownership of their businesses. The concept of a free zone is to develop and promote business in various countries. Free zones enable 100% ownership, zero tax, and customs rights to company owners, and these benefits make free zones the most preferred choice for business setup.
Why set up a business in Free Zones over Mainland?
Following are the reasons why you should choose free zones for business setup: 1) Allows 100% foreign ownership irrespective of the nationality of the investor. 2) Companies are exempted from UAE corporate income tax. 3) The process of setting up a business is simple and quick Ideal locality for both startups and small businesses. 4) Adaptable for 24/7 operations. 5) 100% returns on capital and profits. 6) Fully exempted from corporate, personal, and income taxes. 7) Easier procedures for start-up and licensing. 8) UAE residence visa for 3 years. 9) Can hire expatriates without restrictions.
Steps to Setup a Business Setup in a Free Zone
- Decide the type of legal entity - Choose a name for the business or the entity. - Apply for a Business trade license. - Find an office space. - Obtain pre-approvals, register your business, and get the license.
Document Required to Start a Business in Free Zone
To set up a new company in any free zone region in the UAE, you need to produce certain documents and get approval from the GCC or the Arab embassy. - Form to apply for a license - Capital for business plan - Memorandum of Association (MoA) - Articles of Association (AoA) - Passport copies - Reference from Banks and partners’ licenses of existing business (if required)
As an investor, you should follow this procedure when starting a business in a Free Zone in the UAE. This process has been made easier by the government, and would not take more than 4 weeks to complete.
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