Mainland Company Formation in Dubai

Mainland formation is an assembly job. Ten documents have to exist, in a particular order, each a precondition for the next and each issued by a different body. The work is knowing which document unlocks which counter, and starting the ones with external dependencies — attestation abroad, a signed tenancy, a notarised memorandum — before they become the bottleneck.

A complete engagement produces, in sequence: a reserved trade name; an initial approval from the Department of Economy and Tourism; any sector regulator's prior approval; a memorandum of association in the form the law requires; a tenancy registered with Ejari; the trade licence and the entry in the Commercial Register; a labour file and establishment card; an immigration file and establishment card; and the tax registrations the licence triggers. Every one is a checkable artefact.

The form decides the memorandum, the capital treatment, the audit obligation and who may sign. It is not an administrative detail chosen at the counter.

Article 9(1) of Federal Decree-Law No. 32 of 2021 permits exactly five forms — general partnership, limited partnership, limited liability company, public joint stock company and private joint stock company — and Article 9(2) makes a company in any other form null and void, with those who contracted in its name personally and jointly liable. "Sole establishment" and "civil company" are licensing categories, not company forms under this statute, and they behave differently: a sole establishment is not a separate legal person, so its owner's liability is not limited. Article 8(3) allows a company to be owned by a single person, which is what makes the single-shareholder LLC possible.

On capital, Article 76(1) requires an LLC to hold capital sufficient to achieve the object of its incorporation and leaves any minimum to a future Cabinet decision — so there is no published minimum to quote. Article 76(2) requires contributions paid in full at incorporation, and Article 76(3) requires cash deposited with a bank operating in the State, released to the managers only on evidence of registration.

Foreign ownership is no longer the reason to prefer a free zone. The UAE Government Portal states that the reform removed the requirement for 51 per cent Emirati ownership or a local agent for most business activities, operationalised by Cabinet Resolution No. 55 of 2021 with effect from 1 June 2021.

What survives is a defined carve-out. Cabinet Resolution No. 55 of 2021 lists activities of strategic impact — security, defence, banking, insurance, telecommunications, currency printing, Hajj and Umrah and fisheries — where the competent authority may still impose ownership or participation conditions, under Article 10(3)(a) of the Commercial Companies Law. If your activity sits in that list, settle ownership with the licensing authority in writing before you reserve a name. Cabinet Resolution No. 23 of 2024 separately treats GCC nationals as UAE nationals for practising commercial activities.

The Government Portal's own mainland guidance sets the order below. The steps are not interchangeable: initial approval before premises, premises before the licence, licence before either establishment card.

The UAE Government Portal states that all businesses in the UAE must have a physical address to operate. On the Dubai mainland that means a lease at a mainland address, registered with Ejari and attested by RERA, sitting inside the licence file rather than beside it.

Two consequences arrive late. Changing address is a licence amendment, not a move, because the licence is issued against the registered tenancy. And the facility you take is one input to your visa allocation, so the cheapest possible space can cap headcount in a way that is expensive to undo.

A free zone establishment cannot solve this by serving mainland customers from zone premises. In Dubai, Executive Council Resolution No. 11 of 2025 sets that route out expressly: Article 12(1) prices a licence for a branch operating out of a free zone at AED 10,000 per year to issue or renew, and Article 12(2) prices a temporary permit at AED 5,000, which Article 7 caps at six months. The AED 10,000 is recurring, not a one-off setup fee.

Neither establishment card can be applied for before the licence exists, and no work permit before the cards exist. This is where a formation timetable most often slips, because the two files are opened at two different authorities: the labour file at the Ministry of Human Resources and Emiratisation, which issues the establishment card and electronic signature card generally after a premises inspection, and the immigration file separately. The Federal Authority for Identity, Citizenship, Customs and Port Security states an issuance duration of two days for its establishment card, and that the application cannot begin without a valid Emirates ID or Unified Number for at least one authorised signatory — worth confirming at the start, not the end.

Quota itself is an allocation decision by the competent authority, sized against activity, legal form and facility. We do not publish a per-square-metre visa formula, because no authority publishes one that holds across activities.

A trade licence starts a compliance calendar immediately, and the issuance date is itself a legal input.

Corporate tax. Federal Decree-Law No. 47 of 2022 charges 0% on taxable income up to AED 375,000 and 9% above, the threshold set by Cabinet Decision No. 116 of 2022. Registration under Article 51 is mandatory even where the whole result falls in the 0% band, and FTA Decision No. 3 of 2024 sets the registration timeline for a resident juridical person by reference to the month of its earliest licence issuance. Return and payment both fall due nine months after the tax period ends, under Articles 53(1) and 48. Small Business Relief remains available at an AED 3,000,000 revenue threshold, extended by Ministerial Decision No. 131 of 2026 to periods ending on or before 31 December 2029 — an election, not an exemption, and it does not remove the duty to register.

VAT. Registration is mandatory at AED 375,000 of taxable supplies and voluntary at AED 187,500, per the Federal Tax Authority's registration guidance and Article 7(1) of Cabinet Decision No. 52 of 2017. A new company registers when it meets or expects to meet the threshold, not at a year end.

Audit. Article 27(1) of the Commercial Companies Law requires every LLC and joint stock company to appoint an auditor and have its accounts audited yearly, with no revenue threshold at all. That company-law duty is separate from Ministerial Decision No. 84 of 2025, which requires audited statements for corporate tax purposes above AED 50,000,000 of revenue, or at any revenue for a qualifying free zone person.

There is no published price for forming a Dubai mainland company, and we will not print one. The Department of Economy and Tourism prices per activity inside its own e-services rather than through a current public tariff, so every confident "AED X to set up in Dubai" figure in the search results traces back to an intermediary's package.

What is published is thin but real, because it anchors a quote. Dubai's last gazetted licensing schedule, Executive Council Resolution No. 13 of 2011 as amended by Executive Council Resolution No. 19 of 2021, is legislative history — cite it as history, never as today's fee. On the exit side the Government Portal states AED 520 for the dissolution certificate and liquidator appointment. The AED 10,000 and AED 5,000 in Executive Council Resolution No. 11 of 2025 price a free zone establishment's mainland access, not a mainland formation.

What we do instead is separate one-off from recurring in the quote you hold, and name the lines a first-year quote usually omits: the second-year renewal, Ejari renewal, both establishment cards, per-visa medical and Emirates ID costs, the auditor's fee Article 27(1) makes unavoidable, and the corporate tax compliance owed in year one.