TRW & Co · Corporate & Commercial
Mainland Company Structures in the UAE
Mainland company setup in Dubai gives a business unrestricted access to customers across the emirate and a route to government contracts. Most activities now allow 100% foreign ownership, but legal form, licensed activities, premises, the Arabic memorandum and post-licence compliance still decide whether the company works as intended.
Key pointFull foreign ownership has solved the shareholding question for most activities. The real risks now sit in the activity list and the Arabic memorandum of association, which banks, regulators and onshore courts treat as the definitive record.
At a glance
Licensed by DET
Dubai's Department of Economy and Tourism issues mainland trade licences and trade names; Abu Dhabi uses ADRA and other emirates their own economic departments.
100% ownership, with limits
Most activities allow full foreign ownership; strategic-impact activities under Cabinet Resolution No. 55 of 2021 and some professional licences carry extra conditions.
LLC is the default
A mainland LLC limits liability and, after Federal Decree-Law No. 20 of 2025, can carry share classes and constitutional drag and tag rights.
Ejari-registered premises
Dubai mainland companies need premises suited to the activity, with the lease registered on Ejari; premises also drive employment visa numbers.
Standard corporate tax
Mainland companies pay 0% on taxable income up to AED 375,000 and 9% above it, with no free zone regime to rely on.
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What mainland company setup in Dubai involves
Mainland company setup in Dubai means licensing a business with the Dubai Department of Economy and Tourism (DET) so that it can trade anywhere in the emirate, contract directly with government entities and, through branches, expand into other emirates. Unlike a free zone licence, a mainland licence has no geographic limit on whom the company can serve within the UAE.
For most of the UAE's history, mainland ownership was the obstacle: a limited liability company needed an Emirati shareholder holding at least 51%. Since the 2021 reforms to the Commercial Companies Law, foreign investors can own 100% of most mainland companies. The remaining questions are about legal form, activities, approvals, premises and the governance documents, and they are where projects stall.
This page focuses on Dubai, with notes on Abu Dhabi and the other emirates where the process differs. Each emirate licenses mainland businesses through its own economic department, but the federal company law applies to all of them.
The legal and regulatory framework
The Commercial Companies Law, Federal Decree-Law No. 32 of 2021, governs mainland companies across the UAE. It is supported by Cabinet Resolution No. 55 of 2021, which lists activities with strategic impact where foreign ownership remains controlled, Federal Decree-Law No. 37 of 2021 on the Commercial Register, and Cabinet Decision No. 109 of 2023 on beneficial ownership. The Ministry of Economy and Tourism publishes the current texts.
Federal Decree-Law No. 20 of 2025 amended the law in late 2025. For mainland companies the important changes are multiple share classes in LLCs, constitutional drag-along and tag-along rights, clearer rules on in-kind contributions and capital, succession on a shareholder's death, independent directors where shareholders deadlock, and a route to transfer registration between emirates or to and from free zones while keeping the same legal personality. Several features depend on implementing resolutions.
Licensing authorities
In Dubai, DET issues mainland trade licences, registers trade names and maintains the commercial register, largely through the Invest in Dubai platform. In Abu Dhabi, the Abu Dhabi Registration and Licensing Authority (ADRA), established under the Abu Dhabi Department of Economic Development, handles registration and licensing. The other emirates have their own economic departments, listed on the federal government portal's mainland setup guide. Our article on setting up on the Abu Dhabi mainland covers the capital's process.
Some activities also need approval from a federal or Dubai regulator before DET issues the licence, for example the Central Bank for financial activities, the Capital Market Authority (formerly the Securities and Commodities Authority) for investment activities, the Dubai Health Authority for healthcare, and the Knowledge and Human Development Authority for private education.
Foreign ownership and restricted activities
The UAE government's guidance on full foreign ownership confirms that most commercial and industrial activities can be 100% foreign owned. Activities with strategic impact under Cabinet Resolution No. 55 of 2021, such as security and defence, banking and insurance, telecommunications and certain utilities, remain subject to conditions or approvals set by the relevant regulator. In practice, a small number of activities still attract a national-ownership requirement at emirate level.
Ownership is only half the question. Some professional and civil activities can be licensed as a sole establishment or civil company owned by a foreign individual, and the federal portal notes that businesses wholly owned by non-GCC residents in some categories still need a UAE national local service agent. A local service agent has no ownership or management rights, but the agreement should still be properly drafted and notarised.
For a wider view of inbound investment rules, see our page on foreign direct investment in the UAE.
Choosing the legal form for mainland company setup in Dubai
The legal form drives liability, governance, capital and how investors can enter and exit. The table compares the forms most often used in mainland company setup in Dubai.
| Form | Owners | Liability | Typical use |
|---|---|---|---|
| Limited liability company (LLC) | One or more individuals or corporate shareholders | Limited to capital | The standard vehicle for trading, services and operating subsidiaries |
| Sole establishment | One individual | Unlimited; owner liable with personal assets | Small professional or commercial businesses |
| Civil company | Professionals in the same field | Partners personally liable | Professional services firms such as consultancies and engineering practices |
| Branch of a foreign company | Parent company outside the UAE | Parent fully liable | Foreign groups testing the market or executing projects |
| Branch of a UAE or free zone company | Existing UAE entity | Parent fully liable | Extending an existing UAE business to the Dubai mainland |
| Private or public joint stock company | Shareholders under joint stock rules | Limited to shares | Larger businesses, pre-IPO groups and listed companies |
An LLC is the right answer for most foreign-owned operating businesses, because it separates the parent from local liabilities and can now carry share classes and exit rights. A branch can make sense for project work where the client wants the parent's balance sheet. Our article on legal forms of business in the UAE and on opening a branch of a foreign company go further.
Licence categories in Dubai
DET groups activities into licence categories. Commercial licences cover trading and most services; professional licences cover activities based on individual skill, such as consultancy, design and many technical services; industrial licences cover manufacturing and processing; and tourism licences cover hotels, travel agencies and similar businesses. The federal portal also lists Dubai's specialist products, such as instant, eTrader, dual and Intelaq licences for smaller or home-based businesses.
The category matters beyond the fee. It affects which legal forms are available, whether a local service agent is required, what premises are acceptable and which regulators must approve the application. A company that combines trading and consultancy may need activities across categories, and some combinations are not permitted on one licence.
The licence follows the activity, the premises follow the licence, and the visas follow the premises. Get the activity list right first.
The process step by step
The federal government portal describes a nine-stage sequence for mainland licensing. Dubai has digitised most of it through the Invest in Dubai platform, and simple licences can be issued quickly. Applications that need external approvals, corporate shareholders or a bespoke memorandum take longer.
- Select activities and legal form. Choose activities from DET's activity list and confirm the licence category (commercial, professional, industrial or tourism) and any pre-approvals the activity needs.
- Reserve the trade name. Register a trade name that ends with the legal form's suffix, avoids prohibited words and does not conflict with an existing registered name. A trade name is not a trade mark, so file the brand separately.
- Obtain initial approval. DET's initial approval confirms the government has no objection. It does not authorise trading, and for foreign investors it involves residency and security checks.
- Prepare and notarise the memorandum. Draft the memorandum of association in Arabic or bilingual form, with the managers, capital, profit share and governance terms, and sign it before a notary or through DET's digital notarisation.
- Secure premises and register the lease. Lease an office or other premises suited to the activity and register the lease with Ejari through the Dubai Land Department system.
- Obtain external approvals and pay fees. Collect any approvals from sector regulators, then pay licence fees within the period set in the payment voucher.
- Collect the licence and complete registrations. Receive the trade licence, register with Dubai Chambers, apply for the establishment card and register with the Ministry of Human Resources and Emiratisation to employ staff.
- Complete tax and ownership filings. Register for corporate tax, register for VAT when thresholds are met, and file beneficial ownership information.
Documents and governance
Gathering documents early is the single best way to shorten mainland company setup in Dubai. Corporate shareholders typically take longest, because their documents must be notarised and legalised in the home country, attested by the UAE embassy or through the applicable chain, attested by the UAE Ministry of Foreign Affairs, and translated into Arabic.
- Passports, entry stamp or residence visa, and Emirates ID where held, for each shareholder and manager.
- For corporate shareholders: certificate of incorporation, constitution, shareholder register, good standing and a board resolution approving the investment and appointing a signatory.
- Powers of attorney for anyone signing on a shareholder's behalf.
- Beneficial ownership details for the register under Cabinet Decision No. 109 of 2023.
- A tenancy contract registered with Ejari.
- Regulator approvals for restricted or regulated activities.
The memorandum is more than a formality. It fixes the managers' powers, the general assembly majorities and the transfer rules that banks and courts will apply. Where there are several shareholders, negotiate it together with a shareholder agreement, because the template memorandum alone rarely protects a minority investor.
Managers, general assemblies and records
An LLC is managed by one or more managers named in the memorandum or appointed by the general assembly. The managers' authority is recorded on the licence and the commercial register, and third parties generally rely on it. If investors want limits on what a manager can sign, those limits need to appear in the memorandum and in the bank mandate, not only in an internal policy.
Shareholders act through the general assembly, which approves accounts, appoints auditors where required and decides on matters such as capital changes and amendments to the memorandum. Keep minutes, a register of partners and proper accounting records from day one. These records become critical evidence in any later transfer, financing or dispute.
Ask for the Arabic version of the memorandum to be checked against the English before signing. In an onshore dispute, the Arabic text is what the court reads, and translation slips in manager powers or transfer provisions are a recurring source of conflict.
Risks and common mistakes
Licensing the wrong activities
Every contract, invoice and visa must fit the licensed activities. A consultancy licensed for management consulting that starts supplying software, or a trader that begins installation work, may be carrying on an unlicensed activity. That can lead to DET penalties, problems at renewal and difficulties with banks and government tenders. Map each revenue stream to an activity before you apply, and add activities as the business grows rather than after the fact.
Relying on a nominee or side agreement
Before 2021, many foreign investors used Emirati nominee shareholders with side agreements giving the foreigner economic control. Such arrangements can breach the law on concealment of commercial activity, and side agreements may not be enforceable. Where full foreign ownership is now available, most legacy structures should be regularised by transferring the shares. Take advice on the transfer, tax and employee consequences before you approach the nominee.
Underestimating premises requirements
DET requires premises that suit the activity and comply with municipal planning rules. Virtual or shared offices are accepted for some activities but not others, and industrial or food activities need specific facilities and civil defence approvals. The premises also drive the number of employment visas. Signing a lease before confirming that it supports the licence and headcount can mean paying for space you cannot use.
Missing post-licence obligations
After licensing, a mainland company must keep its licence and Ejari lease current, file corporate tax returns, register for VAT where required, meet Emiratisation targets where they apply, pay salaries through the Wage Protection System and maintain beneficial ownership records. Overlooking any of these can block visa processing or licence renewal. Our page on Emiratisation compliance explains the hiring rules.
Confusing distribution with agency
Foreign brands often enter Dubai through a local distributor rather than their own company. If that relationship is registered as a commercial agency, the local agent may gain statutory protections that make termination difficult and costly. Decide early whether you want your own mainland company, a registered agent, or an unregistered distribution contract. Our commercial agencies page explains the regime.
Mainland or free zone?
Mainland company setup in Dubai suits businesses that will sell to mainland customers, bid for government work, need a retail or showroom presence, or operate across several emirates through branches. A free zone may suit an import-and-re-export model, a regional services hub with mostly overseas customers, or a business that relies on the 0% corporate tax rate for Qualifying Free Zone Persons.
Mainland companies pay corporate tax at the standard rates under Federal Decree-Law No. 47 of 2022: 0% on taxable income up to AED 375,000 and 9% above that, subject to reliefs such as small business relief. Our free zone formation page and the pillar guide on company formation in the UAE compare the routes in full.
Changing structure later
The 2025 amendments introduced a route for a company to move its registration between emirates or between the mainland and a free zone while keeping its legal personality. Until implementing rules are in place for the authorities concerned, the practical alternatives remain a new entity with an asset and contract transfer, or a branch of the existing company. Choosing carefully at the outset is still cheaper than restructuring.
Cross-border angle
Mainland subsidiaries are common for Indian, Chinese, Bangladeshi and UK groups selling into the UAE, and for Saudi businesses expanding across the GCC. The parent's home-country approvals for overseas investment, foreign exchange reporting and controlled foreign company rules often govern how capital goes in and dividends come back. GCC nationals also benefit from treatment equivalent to UAE nationals in some licensing matters.
A Dubai mainland company can open branches in other emirates, but each branch needs a licence from that emirate's authority. A group planning to serve Abu Dhabi government clients, for example, may need an Abu Dhabi branch. TRW & Co's network across Dhaka, Singapore, London, Dubai and China helps coordinate the documents and approvals at both ends.
How TRW & Co helps with mainland company setup in Dubai
We provide legal structuring, drafting and coordination with DET and other authorities. Where representation before UAE onshore courts or the DIFC/ADGM Courts is required, we work alongside locally licensed advocates and registered practitioners.
Structure and activity review
We confirm the legal form, activities, ownership position and any strategic-impact or regulator approvals before the application is filed.
Memorandum and governance
We draft the bilingual memorandum, manager appointments and shareholder agreement, using the 2025 share class and exit tools where they help.
Corporate shareholder documents
We prepare board resolutions and powers of attorney and coordinate notarisation, legalisation and translation across jurisdictions.
Premises and contracts
We review office and warehouse leases for licence fit and advise on commercial leasing terms and Ejari registration.
Regularising legacy structures
We plan the transfer of shares out of nominee arrangements and the conversion of branches into subsidiaries where full ownership is now available.
Post-licence compliance
We support corporate tax and beneficial ownership registrations, licence amendments and Emiratisation and employment compliance.
Checklist for decision-makers
- Have you mapped every revenue stream to a DET activity and confirmed any regulator approvals?
- Is 100% foreign ownership available for each activity, or is a strategic-impact condition or local service agent required?
- Is an LLC, branch or civil company the right form for liability, tax and exit?
- Have you checked the Arabic memorandum against the English and aligned it with any shareholder agreement?
- Do the premises fit the activity, the municipal rules and the visa numbers you need?
- Are corporate tax, VAT, beneficial ownership, Emiratisation and payroll obligations in a single calendar?
- Would a free zone, DIFC or ADGM entity serve part of the business better?
Our step-by-step article on setting up a company on the Dubai mainland provides more practical detail. To plan your mainland company setup in Dubai, contact our Dubai team or browse our practices.
Frequently asked questions
01Can a foreigner own 100% of a mainland company in Dubai?
For most commercial and industrial activities, yes. Since the 2021 amendments to the Commercial Companies Law, the 51% Emirati shareholding requirement no longer applies generally. Activities with strategic impact under Cabinet Resolution No. 55 of 2021 remain subject to conditions set by the relevant regulator, and some professional licences held by non-GCC owners may need a UAE national local service agent, who has no ownership or management rights. Always confirm the position for your specific activities with DET before you apply.
02What is the difference between a mainland LLC and a branch?
An LLC is a separate legal person whose shareholders' liability is limited to their capital. A branch is an extension of its parent company, which is directly liable for the branch's debts. LLCs suit operating businesses that want to ring-fence UAE risk and potentially bring in local investors. Branches suit project work where clients want the parent's balance sheet, or groups that do not want a separate company. Tax, banking and exit consequences also differ.
03Do I need an office for mainland company setup in Dubai?
Yes. Every mainland business needs premises that suit its activity and comply with municipal planning rules, and in Dubai the lease must be registered on Ejari. Some activities can use business centres or shared offices, while industrial, food and retail activities need specific facilities and approvals. The size and type of premises also influence how many employment visas the company can sponsor.
04Is there a minimum share capital for a Dubai mainland LLC?
The Commercial Companies Law, as amended in 2025, does not set a fixed minimum capital for LLCs, but capital must be sufficient for the company's purpose, divided into equal shares and fully paid. DET and sector regulators may require a particular capital for certain activities, and banks or visa authorities may look at it. Higher statutory minimums apply to joint stock companies. Set capital at a level that supports the business plan and any regulatory requirement.
05How long does mainland company setup in Dubai take?
Simple licences with individual shareholders and no external approvals can be issued quickly through the Invest in Dubai platform. Timelines extend when corporate shareholders must legalise documents abroad, when a sector regulator must approve the activity, or when the memorandum is bespoke. Banking and visas usually take longer than the licence itself, so plan the overall launch around those steps rather than the licence date.
06Can a Dubai mainland company operate in other emirates?
A Dubai licence covers Dubai. To carry on business with a physical presence in another emirate, the company generally needs a branch licence from that emirate's economic department, such as ADRA in Abu Dhabi. Selling to customers in other emirates from Dubai is common, but government contracts and premises-based activities often require a local branch. Check the requirements of each emirate where you plan to operate.
07What happens to old nominee structures now that full ownership is allowed?
Many businesses set up before 2021 used an Emirati nominee shareholder with side agreements. Those arrangements carry legal risk, including under the law on concealment of commercial activity, and the side agreements may be hard to enforce. Where the activity now permits full foreign ownership, the usual solution is to transfer the nominee's shares to the beneficial owner through DET, update the memorandum and notify banks and authorities. Plan the tax and employment consequences first.
Sources and official materials
- Steps to start a business on the mainland (u.ae) — Legal forms, trade names, initial approval and licences
- Full foreign ownership of commercial companies (u.ae) — Foreign ownership rules on the mainland
- Companies legislation (Ministry of Economy and Tourism) — Commercial Companies Law and Cabinet Resolution No. 55 of 2021
- Dubai Land Department — Ejari tenancy registration
- Corporate tax (Federal Tax Authority) — Registration, rates and returns
- Dubai Chambers — Chamber membership for Dubai businesses
General information only, current as at 27 October 2026. It is not legal advice and does not create a lawyer–client relationship. UAE law differs between the onshore jurisdiction, the DIFC, ADGM and the free zones, and changes frequently; check current official sources and take advice on the facts of your matter.
