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    Mainland Company Formation in UAE

    ADAM Global – Your Partner in Business for Mainland Company Formation in the UAE

    ADAM Global is a name trusted since 2002 for Companies like yours from all over the world to set up, scale & expand their business in the Middle East and specifically the United Arab Emirates. We put your ambitions at the center of everything we do and hold your hand throughout your business journey.

    Quick Facts about the United Arab Emirates (UAE)

    The United Arab Emirates is a country situated on the end of the Arabian Peninsula, bordering the states of Saudi Arabia and Oman, as well as sharing a maritime border with Qatar and Iran.

    The country is a federation of the seven emirates or cities and constitutes of Abu Dhabi (the capital), Dubai, Sharjah, Ajman, Ras Al Khaimah, Fujairah and Umm Al Quwain

    The UAE enjoys a quiet strategic location, substantial financial reserves, sizeable sovereign wealth fund, promising investor home economies as well as consistent government spending.

    Foreign Direct investments contribute to a stable and progressive economy, with the focus of the government being primarily on economic diversification.

    UAE is a Top Investment Destination Worldwide

    The UAE has leapt from 28th position in seven years to become the 9th most globally competitive country, outstripping Norway, Sweden and Canada, according to the IMD world competitiveness ranking 2021. It is the only Arab nation to be able to maintain its position among the top 10 competitive countries for 4 years in a row. The UAE ranks:

    • #1 in the Middle East & North Africa (MENA) region in the World Competitiveness Yearbook (WCY) 2021
    • #3 city globally by number of projects
    • #4 globally in FDI capital flows into greenfield projects, reaching USD 6.7bn
    • #4 in economic performance
    • #7 in business efficiency
    • #19 in the 2020 Foreign Direct Investment Confidence Index
    • #22/132 countries in its ability to grow, attract and retain talent

    Best Investment Sectors in the UAE

    Across the fields of manufacturing, agriculture, construction, renewable energy, space, hospitality and food services, ICT and art, healthcare, and entertainment, there has been a substantial rise in foreign direct investment (FDI) offers which include 100 percent foreign ownership for 122 economic activities across these 13 sectors.

    Why Businesses are choosing UAE for their Mainland Company Formation

    100% Foreign Ownership Now

    Without the need of Emirati nationals for sponsorship, foreign investors in the UAE can now obtain up to 100 per cent of their mainland company.

    Long Term Value

    UAE is ranked #1 regionally & #7 globally in terms of long term value creation of their resources among 62 other countries.

    Competitiveness

    On the scale of competitiveness, the UAE holds #1 place worldwide across 23 indicators, including Government Decision and Global Talent. The World Competitiveness Yearbook (WCY) 2021 (published by the International Institute for Management Development (IMD) in Lausanne, Switzerland) keeps the UAE on #1 position.

    Ease of Doing Business

    UAE is ranked 1st in the Arab World and 11th internationally in the “Ease of Doing Business Report” published by the World Bank that evaluated 190 countries across several factors.

    Stable Economy

    The UAE has a robust economic outlook, moving away from the oil-driven economy by diversifying its income resources via the Vision 2021 strategy set forth by the ruler.

    Government Spending & Support

    The UAE has injected over AED 300 billion to encourage economic growth via innovation initiatives. So far, over 100 initiatives are ongoing, all promoting a versatile digital economy.

    Excellent Arbitration System

    The UAE laws outline the rights of every citizen and promote equality regardless of race, religion, gender, nationality or social position. It also has well-defined laws to protect the interest of business owners and their businesses.

    Safety & Security

    The UAE is known to be one of the 10 safest and most secure countries in the world. In an official survey conducted recently, over 96.1% of citizens said they feel safe and secure in the country.

    The Business Environment-Understanding Mainland Company Formation in UAE What is Mainland in the UAE?

    From business’ point of view, the UAE has been segregated into three different jurisdictions - Mainland or Onshore, Free Zone and Offshore. Mainland is essentially the total geographical area of land outside of a free zone area in the UAE. The mainland area is regulated by the UAE’s Department of Economic Development (Abu Dhabi or Dubai DED) that legally allows private companies and their representatives to operate commercially in or from onshore. Companies in the mainland are onshore companies, with their licenses issued by the Department of Economic Development (DED) or any related department in other Emirates.

    Until June 1, 2021, foreign business persons were required to give a minimum of 51% of the shares in their Onshore Company to one or more UAE nationals, being natural or legal persons. According to the latest amendment done by the UAE cabinet done to the Commercial Companies Act, expats are now allowed to have a hundred per cent foreign ownership of companies in the UAE. The new changes were introduced by the Federal Decree-Law No. (26) of 2020 that amended some provisions of Federal Law No. (2) of 2015 on +commercial companies.

    Clarifications on the procedures required for effecting the 100% ownership change in accordance with the Federal Decree-Law no. 26 of 2020

    New updates related to the full foreign ownership:

    • Complete ownership of a mainland company has been approved for 1000+ commercial and industrial licences
    • The business owners interested in requesting the changes to be effected on their existing trade licences don’t have to fork out any additional fees. Neither do they have to meet any minimum capital requirement for the same
    • 'Professional mainland licenses' in the UAE are not eligible for full foreign ownership
    • The amended law not only allows foreign mainland companies in the UAE to enjoy a hundred per cent foreign ownership, but also exempts their branches from the requirement of appointing a 'National Service Agent' (NSA)
    • 100% foreign ownership-eligible commercial activities in the UAE now include amongst others the business segments of 'general trading', 'gold', 'pearls', 'jewellery', 'cars', 'luxury watches', 'food' etc.
    • The list of industrial activities that qualify for a 100% foreign ownership in the UAE include amongst others the industrial segments of 'construction', 'building materials', 'water production', 'paint', 'food', 'flooring' and 'flooring metal'
    • Under the amended law, a reduction of the share capital of the Emirati partner or full withdrawal of the Emirati partner can be affected on the trade licence of the company
    • Conversion of a limited liability company (LLC) into single-person ownership with limited liability structure along with 100% foreign ownership is possible now as per the new law

    Dubai had also recently presented the 'Virtual Company Licence', which enables global companies to access a regulated e-commerce platform populated by Dubai-based companies while digitally exploring new markets and investment opportunities. The latest decision seeks to speed up the UAE's economic progress and to add to the gains the country has made so far. These strategic decisions intensify the investment attractiveness of the UAE and its advanced position on the global business map, while also fortifying the competitive advantages that UAE enjoys as an ideal investment destination.

    A free zone entity, on the other hand, is an economic area where the trade of goods and services at typically a preferential tax and customs rate is permitted. The idea to launch free zones in the UAE was to attract and increase foreign companies to establish their presence in UAE leveraging on benefits such as 100% foreign ownership. Currently, more than 48 free zones are operating in the UAE with Dubai taking the majority.

    A journey from free zone to mainland Dubai

    In business essence, a mainland or onshore is defined as the total geographical area of land as defined by the UAE’s  Department of Economic Development (Abu Dhabi or Dubai DED) that legally allows private companies and their representatives to operate commercially.

    Businesses choose free zone jurisdiction for various reasons. And one of them was of course 100% ownership of the company, which was not available to the mainland business owners. More than 30,000 companies presently operate from the three biggest UAE free zones. However, despite the trading conveniences and several perks, the free zone business model has some limitations for business owners that are the benefits of mainland business structure. To enjoy the benefits of doing business in the UAE to the most, most businesses are shifting from free zone areas to mainland If you are interested in taking your free zone company to the mainland jurisdiction, you’ve got our back. The decision of choosing between free zone and mainland depends on your business plan. For instance, whether you want to:

    • Perform commercial activities inside and/or outside of UAE
    • Trade without any restrictions and freely in the UAE
    • Set up a physical office to carry on your business activities

    Mainland company formation is what you should do if any of your answers is a “yes”.  While incorporating a mainland company in the UAE, there are tons of things that might spring up in your mind. For example, what type of mainland licence will be applicable for your business? It is usually determined by the scope and activity of business, but approaching a professional would be able to help you in case you are not sure. Therefore, it is highly advisable to consult a business setup advisor who will answer all your doubts and show you the right path to reach your destination in the stranger country.

    Overview of benefits of a mainland company incorporation in UAE

    • Whether it is Dubai or any part of the UAE, mainland companies can trade with other mainland companies. They are eligible to carry on their business activities in any part of the UAE or beyond, unlike free zone businesses that can operate within their designated free zone
    • With a mainland company, business owners have to face fewer restrictions on how business activities can be undertaken and that the company can legally trade freely within the UAE. There are no constraints on the location of the business premises, provided it is situated onshore and in the respective emirate from where the licence has been issued
    • Mainland companies can choose any location in Dubai for their office. This feature allows them to not only trade with the local market but also to open multiple company branches, allowing them to establish a strong presence in the UAE.
    • Mainland companies get more options to conduct business activities, which is not possible for free zone companies. For instance, entities in Dubai Media City can engage in not just the media sector, but also related industries
    • Mainland businesses are able to access the broader UAE economy, which provides a vast range of opportunities
    • Mainland entities are allowed to work for the government, unlike free zone companies that are bound to carry out only private commercial assignments
    • There is a 0% minimum capital requirement for establishing a mainland company
    • Mainland licence doesn’t bring with it any restrictions on the number of visas. However, the ability to acquire visas is dependent on the availability of office space. This means, to be able to obtain more visas one has to have the more office space
    • In Dubai, there are no currency limitations for onshore businesses
    • The registration process for mainland companies is straightforward and needs no yearly audit
    • 100% capital and profits repatriation is possible with a mainland company ownership
    • Just like free zone companies, now mainland companies also can relish 100% foreign ownership and can be set up without the need of a local Emirati national/s
    • Mainland business owners are able to trade locally and capture the UAE market
    • Many entrepreneurs want a mainland business set up to offer services to the local UAE based market, as well as to leverage from obtaining government and semi-government projects

    Types of Licences Available for Mainland Company Formation in the UAE

    There are typically 4 types of business licences in the UAE to regulate more than 3000 business activities listed by the Free Zones and DED. You have to identify under which licence the chosen activity falls for your company formation in your favourite emirate. You can choose:

    Commercial Business Licence if your mainland business involves trading of goods such as garments, textile, dry goods & any other consumer supplies and selling of certain services including brokerage and real-estate services. The commercial business licence holder is allowed to import any type of goods they can think of, from ornaments and artifacts to packaging, food & electronics items and sell in the UAE, export for sale outside of the UAE, or trade solely within the UAE. You may obtain the list of permitted commercial business activities from the Department of Economic Development (DED) or from a business setup company/expert in the UAE. Apart from import/export, general store, plumbing & sanitary contracting, radio, T.V. station, cinema theatre equipment installation & maintenance, rental services, general warehousing and trading in an automobile, medical gas, agricultural pesticides, used furniture fall under the commercial business category.

    Note: A Foreign Branch / Representative Office falls under mainland company formation in the UAE and is set up to build your presence in the Middle East and UAE Market.

    Industrial Licence if you wish to carry out large scale production and manufacturing processes. This licence also permits the packaging of products for sale. However, there are plenty of approvals from various authorities and institutions such as banks required. Manufacturing of fabrics & textile, uniforms, recycled paper products, plastic bottles & containers, mineral water bottling, recycling of used material, etc. are some of the examples of industrial activities that the UAE’s industrial licence allows the holder to perform. To qualify for an industrial licence in the UAE, one has to meet certain requirements, such as they must take on a physical premises – virtual offices are not permitted. You must also ensure that, along with your trade licence, you also hold a local industrial licence from the area in which your business operates. Any manufacturing unit requires compulsory licensing because of environmental, safety, and strategic considerations.

    Professional Licence if you want to legally work for or provide your services to any customer, client, or employer in the United Arab Emirates. With the professional licence you are allowed to engage in activities that are in line with your qualifications and area of expertise such as teaching/training, business/management consultancy, PRO, digital marketing, insurance, waste management & recycling consultancy, to name a few.
    Difference between Mainland company and a Free Zone company in the UAE?
    To explain the difference visually, below is a table of comparison between Mainland Company Formation & Free Zone Company Set-up:

    List of Offshore Jurisdictions - In the UAE

    There are currently three offshore jurisdictions in the United Arab Emirates. ADAM Consulting is an award-winning registered offshore agent for all three.

    1

    Dubai Offshore
    ( JAFZA)

    2

    Ras Al Khaima
    International Business
    Corporation (RAK IBC)

    3

    Ajman
    Offshore

    UAE Offshore Company Formation Comparison Chart

    Mainland Company Freezone Company
    Scope of Business Allowed to do unrestricted business inside and outside of the UAE. Allowed to do business only within the designated free zone or outside the UAE. Often established by import and re-export businesses. Can only deliver service in the UAE through a mainland distribution agent.
    Business Ownership 100 % company ownership is permitted now. 100% foreign ownership.
    Office Space Requirement The size of the premises depends on the number of visas required. Min. of 200 sq.ft./licence on an annual tenancy contract basis (Ejari) issued by the Land Department. Physical office is not mandatory. Can use Flexi or smart desk provided by free zone business centres.
    Residence Visa No limits on visas and granted to mainland company based on available office space through an E-quota system by the Ministry of Labour. Depending on the freezone and package availed visas can range from 2-6 visas. To avail more visas, office space is required.
    Type of Approvals Required 1. Relevant DED (Department of Economic Development), Dubai Municipality (DM), Ministry of Labour (MOL), Dept. of Naturalization and Residency Affairs, Immigration.
    2. Some business activities require additional approvals from external authorities such as Dubai Health Authority, Knowledge & Human Development Authority, Food Dept., Civil Defence, Real Estate Regulation authority, etc.
    No approvals required if the business doesn’t involve special business activities. Please consult our experts to check.
    Company Audit/Financial Records Maintenance Recordal of financial transactions and periodic financial audit is mandatory for a UAE mainland company. A free zone company must conduct a financial audit or not depends on the jurisdiction that company is registered under. Certain Free zone jurisdictions are exempted from financial audit. While not all free zone entities have to undertake a financial audit, some free zone entities like FZE and FZCO should prepare a year-end audit. It is highly recommended for every company, though.
    Capital prerequisite The minimum capital prerequisite of a UAE mainland company is ascertained by its legal structure. The minimum capital prerequisite of a free zone company is decided by the emirate in which the company is incorporated.
    Share Capital No standard demand of minimum share capital. It is determined by its legal structure. Share capital deposit proof and amount varies from free zone to free zone

    The Process of Mainland Company Formation

    How to start your business in Mainland

    At ADAM Global, we guide you through each step of your business journey. Although the process is quite detailed, below is an 8-Step Process highlighting the essential incorporation procedure for your mainland company formation in the UAE.

    1

    STEP

    Choose your business type

    2

    STEP

    Determine legal form of entity

    3

    STEP

    Register Tradename with DED

    4

    STEP

    Acquire DED’s initial approval

    5

    STEP

    Select a suitable business location

    6

    STEP

    Get other relevant authorities approval

    7

    STEP

    Apply for the mainland business licence

    8

    STEP

    Obtain Chamber membership

    How Can ADAM Consulting Assist me in an Offshore Company Formation in the UAE?

    ADAM Consulting is an award-winning registered offshore agent with all three offshore jurisdictions in the UAE. Our experts are all highly experienced consultants who have assisted clients from all over the world in order to optimize tax, protect their assets and advise on foreign business opportunities. ADAM Consulting is a pioneering trusted name in the UAE since 2002.

    We do not simply assist in the incorporation of business but hold your hand throughout your business journey. We offer ;

    • Complimentary advise and bespoke consultancy with a highly experienced business advisor
    • Registered Office with PO Box
    • Registered agent
    • Preparation of Memorandum and Articles of Association
    • Preparation of Memorandum and Articles of Association
    • Preparation of Memorandum and Articles of Association
    • Preparation of Memorandum and Articles of Association
    • Filing with the registrar of companies
    • Ongoing support locally as well as internationally

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    Frequently Asked Question on Mainland Company Formation in UAE

    All you need to know about mainland company formation in the UAE. Browse through this section to get a quick overview or Schedule a consultation with an expert business advisor

    A mainland or onshore is defined as the total geographical area of land as defined by the UAE’s Department of Economic Development (Abu Dhabi or Dubai DED) that legally allow private companies and their representatives to operate commercially. Dubai Mainland is the same area that is defined by the Department of Economic Development in Dubai (DED).
    DED stands for the Department of Economic Development and is the authority that is responsible for issuing businesses with a trade licence.
    Based on your business activity, before June 1, 2021, you were required to look for either a local service agent or a local sponsor for your company formation in a mainland area of the UAE. A local service agent, also often referred to as an LSA, is a UAE National (Emirati) who is free from all kinds of civil duties or financial obligations to the company. The Local service agent will by law never interfere in administrative matters and the day-to-day operation, profits and losses of the business. The LSA’s sole responsibility is to ensure to deal with all public, i.e., governmental affairs and the facilitation of the renewals.
    A local sponsor is a local partner to your business who was required by law to be a UAE national and entitled to 51% shares of the company in case of mainland (aka LLC) company established in the UAE to legally conduct trading or industrial activities eligible under the business licence. Although, the mandatory requirement of involving a local sponsor has been removed now, many businesses are still continuing with the previous business model.
    Legally yes, but interference and taking control over your business affairs can happen if your business is not structured right. Advisors at ADAM Consulting can advise you on company structuring and guide you in ways that will enable you to be always in control of your business.
    In case your local sponsor passes away, then 51% of the shares will be passed on to the heir who may wish to either reconsider business terms and be more involved or continue to be a nominee shareholder. However, ADAM Consulting offers corporate sponsorship for your business that safeguards the interest of your company providing you increased financial freedom
    An LLC stands for Limited Liability Company and is among the most common types of companies in the UAE. The shareholders are limited by their shares in the business capital. An LLC Company in UAE can have a minimum of 2-50 shareholders.
    The cost can vary on the type of business, the type of local sponsorship and location of your business. Usually, this can range from AED 15,000 to AED 50,000.
    No, you do not pay any personal or corporate tax except for a 5% duty while importing goods to the UAE.
    Although your presence is required to sign in front of the notary public on the incorporation documents, you may have an alternate option by giving ADAM Consulting a Power of Attorney. You have to get the Power of Attorney attested by the UAE embassy in your country so we can proceed with the incorporation process of your company without your physical presence in the UAE.
    No, you have to apply separately to open a bank account. However, this should be a relatively straightforward process if your documents are complete. Our Consultants can facilitate bank account opening for you
    A residence visa allows you to live and work in the UAE. If you wish to employ staff in your company, the manager of your company is required to hold a valid residence visa.

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