Incorporation Dubai

Ownership Requirements Fifty-one per cent participation by UAE nationals is the general requirement for all UAE offshore company formations except:

Where the law requires 100% local ownership;
In the Free Trade Zones where 100% foreign ownership is permitted;

Partnerships

General partnership companies are limited to UAE nationals only. The Dubai government does not presently encourage the establishment of partnership-en-commendam and share partnership companies.

Joint Venture

A joint venture is a contractual agreement between a foreign party and a local party licensed to engage in the desired activity. The local equity participation in the joint venture must be at least 51%, but the profit and loss distribution can be mutually agreed. Joint ventures are suitable for companies working together on specific projects.

Public and Private Shareholding Companies

The Law stipulates that companies engaging in banking, insurance, or financial activities should be run as public shareholding companies. Foreign banks, insurance and financial companies, however, can establish a presence in Dubai by opening a branch or representative office.

Shareholding companies are suitable primarily for large projects or operations, since the minimum capital required is Dh. 10 million (US$ 2.725 million) for a public company, and Dh. 2 million (US$ 0.545 million) for a private shareholding company. The chairman and majority of directors must be UAE nationals and there is less flexibility of profit distribution than is permissible in the case of limited liability companies.

Limited Liability Companies

A limited liability company can be formed by a minimum of two and a maximum of 50 persons whose liability is limited to their shares in the company?s capital. Most companies with expatriate partners have opted for this form of company.

In Dubai, the minimum capital is currently Dh. 300,000 (US$ 82,000), contributed in cash. While foreign equity in the company may not exceed 49%, profit and loss distribution can be mutually agreed. Responsibility for the management of a limited liability company can be vested in the foreign or national partners or a third party.

Branches and Representative Offices of Foreign Commercial Companies

The Commercial Companies Law also covers the formation and regulation of branches and representative offices of foreign companies in the UAE and stipulates that they may be 100% foreign owned, provided a local agent is appointed.

Only UAE nationals or companies 100% owned by UAE nationals may be appointed as local service agents. Local agents - also sometimes referred to as sponsors - are not involved in the operations of the company but assist in obtaining visas, labour cards, etc and are paid a lump sum and/or a percentage of profits or turnover. In general, branches and offices of foreign commercial companies are not licensed to engage in importing activity except for re-export or in the case of products of a highly technical nature. To establish a branch or representative office in Dubai the following documents are required:

• Company registration certificate
• Board of directors? resolution for establishing a branch
• True copy of company?s memorandum / articles of association
• Power of Attorney to the representative
• Financial statements for the last two years
• Local service agency agreement
• Details of local service agent
• Company profile

Professional Firms

In setting up a professional firm, 100% foreign ownership, sole proprietorships or civil companies are permitted. Such firms may engage in professional or artisan activities but the number of staff members that may be employed is limited. A UAE national must be appointed as local service agent, but he has no direct involvement in the business and is paid a lump sum and/or percentage of profits or turnover. The role of the local service agent is to assist in obtaining licenses, visas, labour cards, etc?

FREE ZONES IN UAE

Background

The Free Trade Zones have been set up with the specific purpose of facilitating investment. The procedures for investing in the zones are relatively simple.

The companies operating in the Free Zones are treated as being offshore companies or outside the UAE for legal purposes.

The free zones are suitable for companies intending to use UAE as a regional manufacturing or distribution base, with the bulk of their business outside the UAE.

Free Zone Incentives

• 100% foreign ownership;
• Exemption from all import duties;
• 100% repatriation of capital and profits;
• Freedom from corporate taxation for 50 year;
• Inexpensive energy;
• Efficient recruitment procedures ensuring the availability of a skilled and experienced workforce;
• A high level of administrative support.

Setting Up a Branch of a Foreign Company

A foreign company can set up a 100% owned branch in the Free Zone. A questionnaire and license application form with necessary documents are required to set up a project by a foreign company. Thereafter, a lease agreement and a personnel secondment agreement will be signed.

If the company?s project involves the erection of a structure, a building permit will be issued after detailed plans are submitted and agreed.

Administrative work, such as importing equipment or engaging labour for installation of equipment, may proceed in parallel with construction work.

OFF SHORE COMPANIES

Some of the principle uses for going offshore are: trading, investment, holding, financing, professional services or consultancy, patent, royalty and copyright holding, ship management and yacht owning personal and corporate tax planning.

We can assist with the registration of International Business Companies (IBCs) or trusts in the major offshore jurisdictions. Our expertise in the British Virgin Islands (BVI) and abroad can help you in optimizing your bottom line.

The Jebel Ali Free Zone Authority (JAFZA) introduced regulations in 2003 for the establishment of Jebel Ali Free Zone Offshore Companies. The international business community can now establish offshore entities at JAFZA in line with other international offshore jurisdictions. Regulations were framed in a manner so as to deliver the convenience and efficiency of global offshore locations and maintain a high repute with international financial authorities.

Besides the traditional advantages of total tax and duty exemption, and a cooperative regulatory regime, offshore companies established under these regulations can enjoy the added benefits of Dubai offshore company incorporation for commercial transparency and its forward regional location. We are also a registered agent with JAFZA offshore companies.

OUR SERVICES

We offer our clients a complete range of offshore company services through Company Incorporation Division all over UAE including Dubai company incorporation and maintenance, management consultancy, corporate finance, company liquidation and financial planning and control. Extensive experience of local business, good working knowledge about the rules and regulations of UAE and a high level of personal involvement are our main strengths. We will provide our assistance in the formation of Limited Liability Company, Free Zone Enterprises, branch of foreign companies, online company formations etc.

Our service compiles of the following assistance.

• Complete documentation to obtain the license
• Visiting various sites for the requirements of the clients (on the request of the client)
• Locating the space as per the clients requirements
• Assistance to make business plan
• Arranging meeting with bank officials
• Coordinating between the investor and the Government authorities
• Arranging accommodation for the investor if needed (accommodation charges to be paid by the client)
• Completing all formalities if needed, without the client having to make a trip for the same.
• We will be able to help the investors more if they can provide us the lane of activity.