Understanding mainland vs free zone company setup options in the UAE

An investor's guide to the advantages and challenges to expect when choosing to set up either a free zone or mainland company

Are you planning on setting up a company in the UAE but feel unsure what type of company to incorporate?
There are a number of challenges - as well as opportunities - to navigate first. The UAE is fully committed to maintaining a stable, proactive, and business-friendly environment. A liberal, but sound regulatory framework, coupled with several business growth promotion initiatives and a favorable tax environment makes the country an extremely appealing choice for investors looking to set up a company. One of the most common questions we are asked is: “What are the advantages and disadvantages of setting up a Freezone or mainland company in the UAE?” There is no simple answer regarding which option is best. Instead, the question requires a thorough assessment and understanding of client needs and requirements to offer the right solution. When considering Freezone versus mainland companies, it depends on customer location (whether abroad or in the UAE), and the nature of the business activity to be carried out in, or from, the UAE.

Mainland Companies

The UAE Commercial Agencies law applies to most economic activities conducted in mainland UAE. Foreign companies intending to conduct business in mainland UAE can do so either through a limited liability company or a branch or representative office of a foreign entity. The main advantages of having an onshore mainland entity include fewer restrictions on how business activities can be undertaken and that the company can legally trade freely within the UAE. There are no restrictions for business premises location, provided it is located onshore and in the respective emirate from which the licence is issued. Federal law stipulates that UAE nationals must own at least 51 per cent of the company's share capital (while the remaining 49 per cent may belong to foreigners) for the majority of company activities from an official government list of more than 2,000 business activities. Businesses that require a local sponsor, who owns at least 51 per cent of shares in the company, can become a challenging and daunting experience for foreign investors and finding a reliable local partner in a foreign country can be difficult. Often, the main concern for an investor is how much involvement the sponsor will have and whether the local sponsor could potentially interfere in business operations, request a percentage of profits or possibly make it difficult for the foreign investor to exit in future. While not all concerns can be eased, experienced business and legal partners can help set up the legal structure and corresponding agreements with reliable local partners, to minimise these risks. Since June 2021, around 1,000 of the listed business activities (mostly commercial, trading and industrial activities) can now be conducted under 100 per cent full foreign ownership. Professional licences, branches of foreign or freezone companies and sole proprietorship companies can be directly registered in the UAE without the need to appoint a local service agent, as previously required. In short, to penetrate the UAE mainland market and work with locally-based customers and/or governmental bodies, UAE mainland establishments are the only option.

Advantages of Mainland Companies

Freezone Companies

As an alternative to setting up a mainland company, foreign investors can also establish a 100 per cent foreign-owned company with a corporate or individual shareholder, or a branch, in one of the various freezones across the UAE. The first UAE freezone opened in the 1980s, setting the framework for the many that followed. Today, there are around 45 freezones across the UAE. Most of the freezones are 'themed', for example Dubai Healthcare City and Dubai Internet City, and the activities permitted in the respective freezones were originally to be in line with the zone's specific theme. While DIFC and ADGM are financial freezones also offering regulated financial activities, many other freezones, such as the Dubai Multi Commodities Centre (DMCC) and JAFZA are “generalist” freezones, offering a broad and comprehensive list of licenced trading and services activities. One of the main advantages of operating as a freezone company is that it offers complete control over your business, with 100 per cent foreign ownership. While this benefit may have been eroded by the June 2021 changes in mainland company ownership, the new mainland law is not universally applicable to all business types. A freezone, by its very nature, is a clearly defined tax-free zone. Each freezone, established by an act of the competent emirate, is administered and governed by its own regulatory authorities and operates under its own rules and regulations. Companies and individuals licenced in freezones are exempted from all taxes, including income tax, (depending on the freezone) for up to 50 years. Exemption from import duties is also a key benefit. Freezone licensees are allowed to import goods or equipment into the freezone from a foreign country without payment of customs duties. While a freezone setup means you have complete freedom to repatriate capital and profits, a freezone licence is only given on the proviso of working out of the UAE or between the freezones, not for trading within the UAE. In case this would be required, freezone companies can work with locally appointed dfree zoneors. In other words, legally, you can only trade outside of the country or between freezones. There is substantially less red tape in freezone company formation. It is easier and quicker to register a company in a freezone than to set up a mainland business. Most procedures are in English, while company documents are mostly bilingual (English/Arabic). If the speed of set up is important to you, many freezones can help you register your venture in just 10 days and certain freezones can do so even in one week, usually depending on the shareholding structure.

Advantages of Freezone Companies

Offshore Companies

The two principal jurisdictions offering Offshore Companies in the UAE are Ras Al Khaimah(RAK) and the Jebel Ali Free Zone (JAFZA). UAE offshore incorporation helps you to run your business or asset ownership in the Middle East in the most profitable manner. Especially because you avoid the cumbersome process of having the off shore incorporation company documents attested by various embassies and Ministries of Foreign Affairs. For your offshore incorporation in UAE, there exist many service providers offering a competitive offshore package. Such packages include services for operating your business, hiring local employees, entering into agreements, renting of office space, selling goods and company services, drafting contracts and offering investments, taxation and banking advice. As UAE offshore incorporation requires an agent, you will need to choose one in order to register your company. The offshore package offered by any service provider stipulates that the agent representing the service provider would act as a link between the newly formed offshore enterprise and the local government.

Advantages of Offshore Companies

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