Q&A about setting up foreign-owned Limited Liability Company in UAE

Q&A about setting up foreign-owned Limited Liability Company in UAE

Search Rules:

  1. Use keywords to search: keyword

    2. For example: patent annuity payment (search for Evershine single service)

  2. Combine multiple keywords: keyword1 keyword2 keyword3

    3. For example: accounting tax payroll (search for multiple Evershine services)

  3. Search for exact match: "keyword"

    4. For example: "zero tax" (these four words must be exactly matched)

  4. Exclude specific keywords: keyword1 -keyword2

    5. For example: tax -Taiwan (exclude Taiwan, search only for overseas tax services)

WFOE Registration, Work Permit, Special Industry Permit application according to UAE Regulations, we need to do KYC (Know your client) before engagement with your assignment.

Email: dxb4ww@evershinecpa.com
The Engaging Manager from Headquarter
Ms. Anna Wang, Speak German, English, and Chinese.
skype: burlinna

Drafted by Dale Chen 20230823 v1
R-ae-llc
UAE Foreign-funded Limited Liability Company
R-ae-llc-1
UAE – Organizational Structure of Foreign-funded Companies
R-ae-llc-1-10
What are the types of Foreign-funded Companies in UAE?

  1. Limited Liability Company (LLC): An LLC allows foreign investors to have a majority stake (up to 100%) in the company while partnering with a local sponsor who holds a minority share (usually 51%). This structure provides flexibility in terms of operations and ownership. It’s a popular choice for businesses looking to establish a physical presence in the UAE.
  2. Branch: A Branch Office is an extension of a foreign company that operates in the UAE with the same business activities as its parent company. It can engage in commercial activities, sign contracts, and generate revenue.
  3. Representative Office: A Representative Office, on the other hand, is primarily established to promote and facilitate the parent company’s activities in the UAE without engaging in direct revenue-generating operations. Its scope is limited to activities like market research, promoting the parent company’s products or services, and facilitating communication between the parent company and potential clients or partners.
  4. Private Joint Stock company: Establishing a Private Joint Stock Company can be a strategic choice for businesses that aim to raise substantial capital from a limited number of shareholders while enjoying the benefits of limited liability. The structure provides a balance between the flexibility of private limited liability companies and the potential for growth associated with joint stock companies.
    https://www.pinsentmasons.com/out-law/guides/doing-business-in-the-uae-foreign-investment

R-ae-llc-1-15
What are the procedures for setting up the Foreign-funded Limited Liability Company in UAE?

  1. Choose a Business Activity: Define the business activities that the LLC will engage in. Some activities might require special licenses or approvals from regulatory authorities.
  2. Select a Company Name: Choose a unique and appropriate name for your company. The name should comply with the UAE’s naming regulations and guidelines.
  3. Submit Application: Prepare the necessary documents, which typically include a business plan, passport copies of shareholders, and other relevant information. Submit the application to the relevant government authority or free zone.
  4. Legal Documents: Draft the Memorandum of Association (MOA) and Articles of Association (AOA) in accordance with UAE laws. These documents outline the company’s objectives, structure, and internal regulations.
  5. Obtain Approvals: Obtain necessary approvals from relevant government departments or free zone authorities. This could involve obtaining trade licenses, approvals for specific activities, and other permits.
  6. Lease Office Space: Many jurisdictions require a physical office space. Lease an office that meets the legal requirements and complies with the company’s activities.
  7. Capital Requirements: Deposit the minimum required capital in a local bank account. The capital requirement can vary based on the business activity and jurisdiction.
  8. Get Initial Approval: Once all documents are submitted and approvals are obtained, you’ll receive initial approval for your company setup.
  9. Notarization and Attestation: Notarize and attest the MOA and AOA at the relevant authorities. This step is important for legal recognition.
  10. License Issuance: After completing all the above steps, you’ll receive the trade license, which legally permits you to operate your LLC in the UAE.
  11. Visa Processing: Process visas for company shareholders and employees. The number of visas you can obtain will depend on the size of your office space and business activities.
  12. Bank Account Opening: Open a corporate bank account in a UAE bank to manage your company’s financial transactions.

R-ae-llc-1-20
What are the requirements for holding a position of director, manager/ supervisor, company secretary, etc. in UAE’s foreign-funded Limited Liability companies?

  1. Director:
    Directors are responsible for the overall management and decision-making of the company. Requirements may include:
    • At least 1 director is to be appointed.
    • A valid residence visa: Directors often need a valid UAE residence visa to hold the position.
    • Clear criminal record: Directors might need to provide a certificate of good conduct or a police clearance from their home country.
    • Relevant experience: Depending on the industry and nature of the business, having relevant experience or qualifications can be beneficial.
  2. Manager/Supervisor:
    Managers or supervisors are responsible for day-to-day operations. Requirements can include:
    • For mainland LLCs, the appointment of a manager or supervisor is typically not mandatory.
    • Work experience: Depending on the role and sector, a certain level of work experience might be required.
    • Relevant qualifications: Having relevant education or certifications can enhance your eligibility.
    • Visa status: You may need a valid UAE work or residence visa to hold such a position.
  3. Company Secretary:
    A company secretary ensures compliance with legal and regulatory requirements. Requirements may include:
    • Knowledge of laws and regulations: A company secretary should have a good understanding of the relevant laws and regulations.
    • Organizational skills: This role involves maintaining records, filing documents, and coordinating meetings.
    • Communication skills: Clear communication is essential when dealing with regulatory authorities and internal stakeholders.

R-ae-llc-1-30
How long the share capital of a UAE Foreign-funded Limited Liability Company must be hold before it can be sold?

  1. Free Zone Companies:
    In many UAE free zones, the regulations regarding the sale of shares can be more flexible compared to mainland companies. Some free zones allow shares to be transferred immediately after the company is established. However, specific free zones might have their own rules and requirements.
  2. Mainland Companies:
    For mainland LLCs, the regulations can be more stringent. In the past, a common practice was that the share capital needed to be held for a certain period, often around two years, before it could be transferred. This practice aimed to prevent quick speculative trading of shares.

R-ae-llc-1-40
Is a Resident Shareholders required for incorporation of Foreign-funded Limited Liability Company in UAE?

  1. Free Zone Companies:
    In many UAE free zones, the requirement for a Resident Shareholder was often not mandatory. Free zones usually offer more flexible regulations, and many of them allow companies to be 100% foreign owned without the need for a local partner. However, specific free zones might have their own rules and requirements.
  2. Mainland Companies:
    Historically, for mainland LLCs, a local Emirati partner or sponsor was required to hold at least 51% ownership in the company. There is no restriction on foreign shareholders of LLCs in Dubai carrying on trading, contracting, manufacturing, investments, assembling, transport and logistics related activities.

R-ae-llc-1-50
Is a Resident Director required for incorporation of Foreign-funded Limited Liability Company in UAE?

No. No nationality restrictions when appointing a manager/ director/ officer.

R-ae-llc-1-60
Is there a company secretary required for incorporation of Foreign-funded Limited Liability Company in UAE?

The appointment of a company secretary is not mandatory for mainland LLCs.

R-ae-llc-1-70
What are the qualifications of a legal representative in UAE Foreign-funded Limited Liability?
Can a foreigner act as a legal representative?
If yes, he/she need a place of residence in UAE?

Qualifications of a Legal Representative:
The qualifications required for a legal representative in a UAE LLC can include legal capacity, relevant experience, and the ability to act on behalf of the company. Legal representatives are responsible for representing the company, making legal decisions, and signing legal documents. Depending on the nature of the business and the jurisdiction, there might be specific qualifications or requirements set by the relevant authorities.
Foreigner as a Legal Representative:
Yes, a foreigner can act as a legal representative in a UAE Foreign-funded LLC. However, the ability for a foreigner to hold such a position can vary depending on the jurisdiction. In some free zones, regulations might allow full foreign ownership and leadership of companies without the need for a local partner or sponsor. In the mainland, historically, a local partner or sponsor was often required, but certain jurisdictions have been easing these requirements.
Residency Requirement:
If a foreigner is allowed to act as a legal representative, there might be residency requirements associated with the position. In the mainland, a local Emirati partner or sponsor was typically required for residency sponsorship. In some free zones, the need for a local partner might be bypassed, which could impact the residency requirement for the legal representative. However, regulations can change, and residency requirements can differ based on the jurisdiction and the specific setup.

R-ae-llc-1-80
Is it possible to establish a UAE foreign-owned company through an offshore company as holding company?

  1. Free Zones:
    Certain UAE free zones allow for the setup of a foreign-owned company where the ownership is held by an offshore company registered in a jurisdiction outside the UAE. This offshore company would act as a holding company, providing benefits such as reduced taxation, asset protection, and ease of global operations. The UAE free zone company benefits from the ownership structure and may enjoy the ability to repatriate profits without significant taxation.
  2. Mainland Companies:
    Historically, mainland companies required a local Emirati partner or sponsor to hold at least 51% ownership. Therefore, using an offshore holding company to fully own a mainland company might have involved complex legal structures.

R-ae-llc-1-90
What are the special features of UAE wholly foreign-owned limited liability company (LLC)?

  1. 100% Foreign Ownership: One of the key features of a wholly foreign-owned LLC in UAE free zones is that foreign investors can hold 100% ownership of the company. This ownership structure allows greater control over the business and its operations.
  2. Tax Benefits: Many UAE free zones offer attractive tax benefits to foreign-owned companies. This can include zero or minimal corporate taxes, import and export duty exemptions, and no personal income taxes.
  3. Repatriation of Profits: Wholly foreign-owned LLCs in free zones often enjoy the ability to repatriate all profits and capital without significant restrictions or taxes.
  4. No Local Partner or Sponsor Required: Unlike mainland LLCs, wholly foreign-owned LLCs in free zones do not require a local Emirati partner or sponsor. This eliminates the need to share ownership or control with a local individual or entity.
  5. Simplified Setup Process: Free zones typically offer streamlined administrative processes for company formation, reducing bureaucratic hurdles and facilitating quicker setup.
  6. Infrastructure and Facilities: Many UAE free zones provide modern infrastructure, office spaces, warehousing facilities, and business support services to assist foreign investors in establishing and operating their businesses.
  7. Strategic Locations: UAE free zones are strategically located for international business, facilitating easy access to global markets.
  8. Limited Liability: As with any LLC, the liability of the owners (shareholders) is limited to the company’s assets, protecting personal assets from business-related risks.

R-ae-llc-2
UAE Foreign investment: permitted industries, restricted industries (licensed industries) and prohibited industries.
R-ae-llc-2-10
Are UAE foreign-investment industries and products be listed in a positive or negative list?
Or are there different approaches for foreign investment from different countries?

The UAE does not typically have a uniform nationwide positive or negative list for foreign investment industries or products.
Instead, the approach to foreign investment regulations can vary between different emirates and free zones within the UAE.
Each emirate and free zone may have its own regulations and policies governing foreign investment in various industries and sectors.

In September 2018, the FDI Law provided a Negative List. It also authorized the government to separately issue a positive list.
In March 2020, the UAE Cabinet issued a the “Positive List of Economic Sectors and Activities in which Foreign Direct Investment is Permitted” (the “Positive List”).

The UAE might have different approaches to foreign investment based on bilateral agreements or trade relationships with specific countries.
Some countries may enjoy preferential treatment or specific investment arrangements.

R-ae-llc-2-20
In the positive list, what are the industries that foreign investment is allowed to invest in, which are the industries that are restricted for foreign investment (licensed industries), and the industries that are prohibited to invest in by foreign investment?
Will the positive list be different for different countries?

Positive List sets out over 1,000 economic activities which fall within 3 main categories, namely:
• Agricultural Sector;
• Manufacturing Sector; and
• Services Sector.

Positive List (Allowed Industries):
• The positive list includes industries in which foreign investment is allowed without significant restrictions.
• These industries are typically encouraged and supported by the government to attract foreign investment.
• Such industries often include sectors like technology, manufacturing, services, healthcare, education, tourism, and more.
• The allowed industries can differ between various emirates and free zones.
Restricted Industries (Licensed Industries):
• Certain industries may be considered restricted or licensed, meaning foreign investment is allowed but requires specific licenses or permits from relevant authorities.
• These industries might include sectors such as finance, legal services, healthcare, and more.
• Foreign investors may need to meet certain criteria or partner with local entities to operate in these industries.
Prohibited Industries:
• Some industries might be prohibited for foreign investment entirely.
• These could include industries of national security concern, certain media sectors, and more.
• Prohibited industries are typically those where foreign ownership is not allowed due to strategic, cultural, or legal reasons.
Different Approaches for Different Countries:
• The approach to foreign investment in the UAE may vary based on the specific agreements, trade relationships, and diplomatic considerations between the UAE and different countries.
• While there might not be a universal positive list for all countries, there could be variations based on the level of diplomatic and economic ties between the UAE and a particular country.
• Some countries might have preferential treatment or specific investment arrangements based on bilateral agreements.

https://dubaifdi.gov.ae/faq/en

R-ae-llc-2-30
In the negative list, what are the industries that foreign investment is allowed to invest in, the industries that are restricted to foreign investment (licensed industries), and the industries that are not allowed to invest in foreign investment?
Will the negative list be different for different countries?

The sectors and activities that are listed in the Negative List are as follows:
• Oil Production and Exploration;
• Investigations, Security, Military, Manufacturing of Military Weapons, Explosives, Uniforms and Equipment;
• Banking and Financing Activities, Payment Systems and Dealing with Cash;
• Insurance Services;
• Hajj and Umrah Services;
• Manpower Recruitment Activities;
• Water and Electricity Services;
• Fisheries Services;
• Postal, Telecommunication and other Audio Visual Services;
• Land and Air Transport;
• Printing and Publishing Services;
• Commercial Agency;
• Medical Retail (including pharmacies); and
• Blood Banks, Poison Centers and Quarantine Services.

R-ae-llc-2-40
What are the restriction on foreign investment in UAE? For instance, what is the minimum share capital amount?
What are the rules for foreign shareholding ratio? Other?
Are they different for different countries?

  1. Minimum Share Capital:
    • The UAE has revised its regulations to reduce or eliminate the minimum share capital requirements for certain types of companies.
    • This change aims to make it easier for foreign investors to establish businesses in the country.
    • The exact minimum share capital requirement can vary depending on the type of company and the emirate in which it is established. Most mainland LLCs in Dubai are incorporated with a share capital of AED300,000.
  2. Foreign Shareholding Ratio:
    • The UAE has taken steps to allow higher levels of foreign ownership in certain sectors.
    • In 2020, the UAE announced changes to its Commercial Companies Law, allowing for 100% foreign ownership in specific economic activities.
    • This change was a significant shift from the previous requirement of having a local Emirati partner or sponsor in some cases.
  3. Business Ownership and Structure:
    • While there have been efforts to ease foreign investment restrictions, it’s important to note that the ownership structure and foreign shareholding ratio can still vary depending on factors such as the location (mainland or free zone) and the industry sector.
    • Some sectors might still require Emirati ownership or a local partner, especially in sectors considered sensitive or strategic.
  4. Free Zones vs. Mainland:
    • The UAE offers various free zones that provide incentives for foreign investment, including 100% foreign ownership, no corporate tax, and simplified customs procedures.
    • However, conducting business within these free zones might restrict the ability to operate outside the zone or engage in certain activities in the mainland.
    • The regulations can be different in mainland UAE compared to free zones.
  5. Sector-Specific Regulations:
    • Certain industries may have specific regulations that govern foreign ownership and investment.
    • Some industries, particularly those related to national security or strategic interests, might still have limitations on foreign ownership.
  6. Bilateral Agreements:
    • The UAE might have different rules for foreign investment based on bilateral agreements or trade relationships with specific countries.
    • Some countries might enjoy preferential treatment or specific investment arrangements.
  7. Economic Development Initiatives:
    • The UAE has launched initiatives to attract foreign investment, such as offering incentives, simplifying procedures, and introducing measures to enhance the ease of doing business.
  8. Continuous Changes:
    • The UAE has been actively updating and revising its regulations to encourage foreign investment.
    • Changes might occur frequently to align with the country’s economic development goals.
    Variations for Different Countries:
    • While the UAE has been making efforts to open up its economy and attract foreign investment, regulations might differ based on diplomatic relationships and economic agreements between the UAE and specific countries.
    • Different countries might have different levels of access and preferences based on these factors.

R-ae-llc-2-50
What are the licensed industries in UAE?
What is the difference between the industries that allow foreign investment, the industries that restrict foreign investment (licensed industries), and the industries that do not allow foreign investment?

Here are some examples of industries that might be considered licensed industries in the UAE:

  1. Healthcare: Foreign investment in healthcare might be subject to licensing requirements and approvals from health authorities to ensure quality and compliance with healthcare standards.
  2. Education: Foreign investors entering the education sector might need to obtain licenses from relevant education authorities to ensure educational quality and alignment with curriculum standards.
  3. Media and Publishing: Industries related to media, publishing, and broadcasting might require licenses to ensure adherence to media regulations and content standards.
  4. Telecommunications: Foreign investment in the telecommunications sector might require licenses from regulatory authorities to ensure fair competition and adherence to communication standards.
  5. Financial Services: Certain financial services, such as banking and insurance, might require licensing from the relevant financial regulatory authority to ensure compliance with financial regulations.
  6. Energy and Utilities: Industries related to energy production, distribution, and utilities might require licensing to ensure adherence to environmental and safety standards.
  7. Real Estate: Foreign investors entering the real estate sector might need to adhere to licensing and registration requirements to ensure compliance with property regulations.
  8. Transportation: Industries related to transportation, such as aviation or shipping, might require licenses to ensure compliance with safety and security standards.
  9. Legal and Consultancy Services: Certain professional services might require licenses or approvals from relevant authorities to ensure quality and adherence to professional standards.
  10. Health and Wellness Services: Businesses offering health and wellness services, such as spas or fitness centers, might require licenses to ensure health and safety standards.

Key Differences:

  1. Industries That Allow Foreign Investment: These industries offer relatively open access for foreign investors to establish businesses, invest, and own shares in companies operating within them.
  2. Licensed Industries: In licensed industries, foreign investment is allowed, but it might be subject to certain conditions or licensing requirements. Foreign investors need to adhere to these regulations to operate within the industry.
  3. Industries That Do Not Allow Foreign Investment: These industries are entirely restricted to foreign investors. Foreign ownership and investment are prohibited in these sectors.

R-ae-llc-3
UAE-Foreign-funded Limited Liability Company document certification.
R-ae-llc-3-10
What are the relevant investment documents required to establish a Foreign-funded Limited Liability Company in UAE?
Are there different documents for different countries?

  1. Memorandum of Association (MOA): This document outlines the company’s objectives, activities, shareholding structure, and other essential details. It needs to be notarized and attested by relevant authorities.
  2. Articles of Association (AOA): The AOA provides the internal rules and regulations for the company’s operations and management. Like the MOA, it needs to be notarized and attested.
  3. Shareholders’ Resolution: This document is typically required to show the decision of the shareholders to establish the company and the appointment of directors and managers.
  4. Passports and Visas: Copies of passports and valid UAE residency visas of shareholders and managers are usually required.
  5. Proof of Address: Proof of address for shareholders and managers might be needed as part of the due diligence process.
  6. Bank Reference Letters: Bank reference letters for shareholders and managers might be required to verify financial standing.
  7. No Objection Certificate (NOC): If one of the shareholders is already employed in the UAE, a No Objection Certificate from their employer might be required.
  8. Capital Verification Certificate: A certificate from a bank confirming the deposit of the company’s share capital in a bank account is often required.
  9. Lease Agreement: A copy of the lease agreement for the company’s office premises might be required.
  10. Trade Name Reservation Certificate: This certifies the availability and reservation of the company’s trade name.
  11. Foreign Investment Approval: Depending on the nature of the business and the emirate, there might be approvals required from relevant authorities for foreign investment.
  12. Additional Licenses and Approvals: Depending on the business activities, additional licenses or approvals might be required from regulatory bodies.
    Regulations and document requirements might differ for different countries based on bilateral agreements or trade relationships.

R-ae-llc-3-20
What are the procedures for the certification of documents related to the investment of Foreign-funded Limited Liability Company in UAE?
Are there different document authentication procedures for different countries?

  1. Notarization: The documents are first notarized by a notary public or an authorized notary office. Notarization involves the verification of the document’s authenticity and the identification of the parties signing the document.
  2. Legalization by the Ministry of Foreign Affairs (MOFA): After notarization, the documents need to be legalized by the Ministry of Foreign Affairs in the country where the documents were issued. This step confirms the authenticity of the notary’s signature.
  3. UAE Embassy Attestation: Once the documents are legalized by the issuing country’s MOFA, they need to be attested by the UAE Embassy or Consulate in that country. This step verifies the authenticity of the MOFA’s signature.
  4. Ministry of Foreign Affairs (UAE) Attestation: After attestation by the UAE Embassy, the documents need to be attested by the UAE Ministry of Foreign Affairs. This step is to confirm the authenticity of the UAE Embassy’s signature.
  5. Additional Attestations: Depending on the specific requirements of the emirate and the nature of the document, additional attestations might be required from other relevant authorities.
    The document authentication procedures can vary depending on the issuing country and the country where the documents are being used.
    Some countries might have specific agreements or arrangements with the UAE that streamline the authentication process.

R-ae-llc-4 UAE – Bank Account Opening of Foreign Subsidiaries
R-ae-llc -4-10
What is the sequence steps of set up a Foreign-funded Limited Liability Company in UAE with share capital paid in place and opening a bank account? Which one should come first?

As for which should come first between share capital deposit and opening a bank account, it’s common to deposit the share capital into a UAE bank account before opening the bank account.
The capital verification certificate provided by the bank after depositing the share capital might be required as part of the bank account opening process.

R-ae-llc-4-20
What are the usual KYC regulations when opening a bank account with a Foreign-funded Limited Liability Company in UAE?

  1. Company Documents:
    • Copy of the company’s Memorandum of Association (MOA) and Articles of Association (AOA).
    • Copy of the trade license and any other relevant licenses or permits.
    • Copy of the Certificate of Incorporation and Certificate of Good Standing (if applicable).
    • List of authorized signatories and their passport copies.
  2. Shareholders and Directors:
    • Passport copies and valid UAE residency visas of shareholders and directors.
    • Proof of address for shareholders and directors.
    • Curriculum vitae (CV) or professional background information.
  3. Beneficial Owners:
    • Information about beneficial owners (individuals who ultimately own or control the company).
    • Passport copies and valid UAE residency visas of beneficial owners.
    • Proof of address for beneficial owners.
    • Details about the source of funds for the company’s operations.
  4. Business Activities and Source of Funds:
    • Description of the company’s business activities.
    • Information about the source of funds for the company’s operations.
  5. Bank Reference Letters:
    • Some banks might request bank reference letters for shareholders, directors, and the company itself to verify financial history.
  6. Ultimate Beneficial Ownership (UBO) Disclosure:
    • Some banks might require detailed information about the ultimate beneficial owners of the company.
  7. Anti-Money Laundering (AML) Questionnaire:
    • Some banks might ask you to complete an AML questionnaire to assess the company’s risk level.
  8. Declaration of Source of Funds:
    • You might need to provide a declaration confirming that the funds being deposited into the account are from legitimate sources.

R-ae-llc-4-30
Will the bank require a UAE local director when opening a bank account for a UAE wholly foreign-owned limited liability company (LLC)?

Some UAE banks might require a UAE local director or a local nominee service as part of the requirements when opening a bank account for a UAE wholly foreign-owned limited liability company (LLC).
This local presence is often required by banks to enhance their due diligence procedures and mitigate potential risks associated with international financial transactions.

R-ae-llc-4-40
Will the bank require foreign legal representative have to be physically present for the bank interview, when opening a bank account with a Foreign-funded Limited Liability Company in UAE?

Many UAE banks may require a foreign legal representative or company officer to be physically present for a bank interview when opening a bank account for a Foreign-funded Limited Liability Company (LLC) in the UAE.

R-ae-llc-5 UAE – Staff Work Permit, Visa, and Residence
R-ae-llc-5-10
Can a Foreign-funded Limited Liability Company in UAE send expatriates to UAE as the Investor’s role?
What are the application requirements, documents and procedures for the work permit, visa, and residence permit?
Are there differences in different countries?

Foreign-funded Limited Liability Company (LLC) in the UAE can send expatriates to the UAE to take on the role of an investor or company representative.
Expatriates can apply for work permits, visas, and residence permits to legally reside and work in the UAE.

  1. Work Permit Application:
    • The company (LLC) applies for a work permit on behalf of the expatriate investor or representative.
    • The application is typically submitted to the Ministry of Human Resources and Emiratisation (MOHRE) or the relevant free zone authority.
  2. Entry Visa Application:
    • Once the work permit is approved, the company applies for an entry visa for the expatriate.
    • This visa allows the expatriate to enter the UAE to complete the necessary formalities for residency.
  3. Medical Examination and Emirates ID Application:
    • Expatriates may need to undergo a medical examination as part of the visa process.
    • An Emirates ID card is typically issued, which serves as an official identification card in the UAE.
  4. Residence Visa Application:
    • After entering the UAE, the company typically applies for a residence visa for the expatriate.
    • The expatriate’s passport will be stamped with a residence visa, allowing them to legally reside in the UAE.
  5. Visa Stamping and Other Formalities:
    • The expatriate may need to complete additional formalities, such as obtaining a labor card, if required.
  6. Document Requirements:
    • Passport copies of the expatriate.
    • Passport-sized photos.
    • Valid health insurance.
    • Medical fitness certificate.
    • Copy of employment contract or agreement.
    • Relevant application forms.
    There can be variations in the application requirements and procedures based on the company’s location (mainland or free zone) and the specific emirate.
    Additionally, requirements might differ based on the expatriate’s nationality.

R-ae-llc-5-20
Can a Foreign-funded Limited Liability Company in UAE send expatriates to UAE as the employee role?
What are the application requirements, documents and procedures for the work permit, visa, and residence permit?
Are there differences for different countries?

Foreign-funded Limited Liability Company (LLC) in the UAE can sponsor and send expatriates to the UAE to work as employees.
Expatriates can apply for work permits, visas, and residence permits to legally reside and work in the UAE.

  1. Work Permit Application:
    • The company (LLC) applies for a work permit on behalf of the expatriate employee.
    • The application is typically submitted to the Ministry of Human Resources and Emiratisation (MOHRE) or the relevant free zone authority.
  2. Entry Visa Application:
    • Once the work permit is approved, the company applies for an entry visa for the expatriate employee.
    • This visa allows the employee to enter the UAE and complete the necessary formalities for residency.
  3. Medical Examination and Emirates ID Application:
    • Expatriates may need to undergo a medical examination as part of the visa process.
    • An Emirates ID card is typically issued, which serves as an official identification card in the UAE.
  4. Residence Visa Application:
    • After entering the UAE, the company typically applies for a residence visa for the expatriate employee.
    • The employee’s passport will be stamped with a residence visa, allowing them to legally reside and work in the UAE.
  5. Visa Stamping and Other Formalities:
    • The employee may need to complete additional formalities, such as obtaining a labor card, if required.
  6. Document Requirements:
    • Passport copies of the expatriate employee.
    • Passport-sized photos.
    • Valid health insurance.
    • Medical fitness certificate.
    • Copy of employment contract or agreement.
    • Relevant application forms.
    There can be variations in the application requirements and procedures based on the company’s location (mainland or free zone), the specific emirate, and the expatriate’s nationality.

R-ae-llc-5-30
What are the evaluation factors or requirements for a Foreign-funded Limited Liability Company in UAE when applying work permit, visa, and residence permit?
What is the relationship with the salary, capital, and turnover of Foreign-funded Limited Liability Company?
Are there differences for different countries?

  1. Job Role and Qualifications: The job role of the employee and their qualifications related to that role are important factors. The UAE often gives preference to employees with specialized skills and qualifications that are relevant to the company’s operations.
  2. Salary and Compensation: The salary offered to the employee is a significant factor. The UAE typically sets minimum salary requirements for different job roles to ensure that employees can maintain a certain standard of living in the country.
  3. Company’s Capital and Turnover: The capital and financial stability of the LLC can also play a role. Companies with higher capital and strong financial standing may have an advantage in the application process.
  4. Industry and Business Type: The nature of the company’s business and its relevance to the UAE’s economic priorities can influence the approval process. Certain industries or sectors may have specific requirements or quotas for employment of foreign nationals.
  5. UAE Nationals’ Employment: The UAE government encourages companies to hire UAE nationals, and companies are often required to meet certain Emiratization quotas by employing UAE citizens.
  6. Labour Market Conditions: The overall demand and supply of skills in the UAE’s labor market can impact the approval of work permits and visas.
  7. Health and Security Checks: Applicants are typically required to undergo health and security checks as part of the application process.
  8. Contract and Job Offer: The terms of the employment contract and job offer made to the employee will also be evaluated.
    The specific requirements and criteria can vary based on the employee’s nationality, the company’s location (mainland or free zone), and the specific emirate in the UAE.

R-ae-llc-6
UAE- Registered Address and Operating Address of Foreign-funded Limited Liability Company in UAE.
R-ae-llc- 6-10
What are the regulations on the registered address during the company registration and future operating address of a Foreign-funded Limited Liability Company in UAE?

Registered Address:

  • The registered address is the official address of the company that is used for legal and administrative purposes.
  • It is the address where official correspondence, legal notices, and government communications will be sent.
  • The registered address can be within the mainland UAE or in a specific free zone, depending on the company’s location.
  • Some free zones offer “virtual offices” as part of their company setup packages, which provide a registered address without physical office space.
  • The registered address must be accurate and valid, and the company must ensure that it is able to receive and respond to communications sent to that address.

Operating Address:

  • The operating address is where the company conducts its day-to-day business activities.
  • Depending on the nature of the business, the operating address can be a physical office, commercial space, or a free zone facility.
  • The operating address should be reflective of the company’s actual operations and activities.
  • Companies in free zones are often required to lease physical office space within the free zone to maintain their license. The space may vary depending on the free zone’s regulations.

R-ae-llc-6-20
What are the specific regulations or requirements of a registered office address for a permitted industry of an LLC in UAE?

  1. Valid Physical Address: The registered office address must be a valid physical address within the chosen jurisdiction. It should be a location where the company can receive official communications.
  2. Free Zone Regulations: If the company is registered in a free zone, the free zone authority may have specific regulations regarding the type of premises that can be used as a registered address. Some free zones may require companies to lease physical office space within the free zone.
  3. Mainland Regulations: For companies registered in the mainland, the address should be in compliance with the regulations of the local municipality and other relevant authorities.
  4. Business Activity Relevance: The registered office address should be relevant to the nature of the business activity conducted by the company. Some free zones have specific business activities allowed within their jurisdiction, and the registered address should align with these activities.
  5. Use of Virtual Offices: Some free zones offer the option of a “virtual office” as a registered address. This allows companies to have a registered address without the need for physical office space.
  6. Compliance with Laws: The registered office address should comply with local laws and regulations. The company should have the necessary permits and approvals to use the address for business purposes.

R-ae-llc-7
Amount of investment, registered capital, and government fees for Foreign-funded Limited Liability Company in UAE.
R-ae-llc-7-10
Are there any regulations on authorized share capital, registered share capital and paid-up share capital of a Foreign-funded Limited Liability Company in UAE?
Is there any requirement for minimum funds to be in place within a certain period?

  1. Authorized Share Capital: The authorized share capital represents the maximum value of shares that the company is allowed to issue to its shareholders. It doesn’t necessarily need to be fully subscribed or paid up.
  2. Registered Share Capital: The registered share capital is the portion of the authorized share capital that the company decides to allocate and offer to shareholders during its incorporation. It is the amount mentioned in the company’s Memorandum of Association and Articles of Association.
  3. Paid-Up Share Capital: The paid-up share capital is the actual amount of money that shareholders have contributed and paid to the company in exchange for the shares they hold.

The UAE Commercial Companies Law sets forth regulations related to share capital, and they can vary based on the company’s location (mainland or free zone) and the specific emirate.

  • Minimum Capital Requirement: The UAE abolished the minimum capital requirement for LLCs in 2020. This means there is no longer a mandatory minimum capital threshold for setting up an LLC.
  • Capital Requirements for Specific Activities: Some industries or activities may have specific capital requirements set by regulatory authorities. For example, financial services or healthcare-related businesses might have higher capital requirements.
  • Paid-Up Capital Requirements: While there’s no longer a mandatory minimum capital requirement, companies are still required to have a sufficient amount of paid-up capital to cover their operational needs and fulfill their commitments.

R-ae-llc-7-20
What is the relation between government fees with authorized share capital, registered share capital, and paid-up share capital of a Foreign-funded Limited Liability Company in UAE?

  1. Authorized Share Capital: The authorized share capital is the maximum value of shares that the company is allowed to issue to its shareholders. Government fees may not be directly tied to the authorized share capital since it represents the upper limit of potential shares that can be issued.
  2. Registered Share Capital: The registered share capital is the portion of the authorized share capital that the company decides to allocate and offer to shareholders during its incorporation. Some jurisdictions may use the registered share capital as a basis for calculating certain government fees.
  3. Paid-Up Share Capital: The paid-up share capital is the actual amount of money that shareholders have contributed and paid to the company. Government fees may not be directly related to the paid-up share capital, as it represents the funds the company has on hand.

R-ae-llc–8
Application of Certificate Number for a Foreign-funded Limited Liability Company in UAE
R-ae-llc-8-10
What are the company certificate numbers needed to apply with the relevant legal entities for a foreign-funded Limited Liability Company in UAE?

  1. Trade License Number: The trade license number is a unique identifier issued by the relevant authority (such as the Department of Economic Development or the free zone authority) when the company’s trade license is issued.
  2. Chamber of Commerce Registration Number: If required, the company might need to obtain a registration number from the local Chamber of Commerce. This number is often used for verification and authentication purposes.
  3. Commercial Registration Number: The commercial registration number is a unique identifier for the company’s registration with the relevant government authorities. It’s used for various legal and administrative purposes.
  4. Tax Registration Number: If applicable, the company might need a tax registration number from the Federal Tax Authority (FTA) for Value Added Tax (VAT) purposes.
  5. Customs Registration Number (if applicable): If the company engages in import/export activities, a customs registration number might be required for dealing with customs authorities.

R-ae-llc-8-20
What are the certificate application for the Foreign-funded Limited Liability Company in UAE as a tax entity?

  1. Tax Registration Certificate (TRC): This certificate is issued by the Federal Tax Authority (FTA) and is used to identify a company as a registered taxpayer for Value Added Tax (VAT) purposes. Any company engaging in taxable activities and meeting the turnover threshold must obtain a TRC.
  2. VAT Certificate: If your company is required to register for VAT, you will receive a VAT certificate as part of the registration process. This certificate verifies your company’s VAT registration.

R-ae-llc-8-30
What are the certificate application for Foreign-funded Limited Liability Company in UAE in relation to withholding tax on salary and employee benefits?

  1. Tax Identification Number (TIN): If a withholding tax system is introduced, employees and employers might need to obtain a Tax Identification Number (TIN) from the relevant tax authority. TINs are used to track tax obligations.
  2. Withholding Tax Registration: If a withholding tax system is implemented, employers may need to register for withholding tax and obtain a relevant certificate from the tax authority.
  3. Tax Calculation and Reporting: Employers would need to calculate and withhold the applicable tax amounts from employees’ salaries and benefits, and then report and remit these amounts to the tax authority within the specified timelines.
  4. Employee Declarations: Employees might need to provide specific declarations or information to their employers to ensure accurate tax withholding.

R-ae-llc-8-40

What are the other independent certificate numbers or application, or declaration related to the government’s jurisdiction for Foreign-funded Limited Liability Company in UAE?

  1. Trade License Number: This is a fundamental requirement for any business in the UAE. It authorizes the company to engage in the specified business activities and is issued by the relevant economic department or free zone authority.
  2. Commercial Registration Number: This number is associated with the company’s registration with the relevant commercial authority. It is used for various legal and regulatory purposes.
  3. Membership Certificate in Relevant Industry Associations: Depending on your company’s industry, you might need to obtain membership certificates from industry associations or chambers of commerce.
  4. Certificate of Incorporation: This is the official certificate issued upon the company’s incorporation, confirming its legal existence.
  5. Environmental Permits or Approvals: If your business involves activities that impact the environment, you might need to obtain environmental permits or approvals from relevant authorities.
  6. Health and Safety Certificates: For certain industries, health and safety certificates might be required to ensure compliance with workplace safety regulations.
  7. Customs and Import/Export Declarations: If your business involves international trade, you might need to obtain customs and import/export-related certificates and make declarations.
  8. Licensing or Approval for Specific Activities: Depending on the nature of your business, you might need additional licenses or approvals from regulatory authorities.
  9. Residence Visas and Work Permits for Expatriate Employees: If your company is employing expatriates, you’ll need to apply for residence visas and work permits for them.
  10. Tax-related Certificates (if applicable): As mentioned earlier, there could be certificates related to VAT registration, withholding tax, and other tax obligations.
  11. Banking and Financial Certificates: If you’re dealing with financial transactions, you might need certificates related to your banking and financial activities.

R-ae-llc-8-50
To summarize: Which of the following certificate numbers do Foreign-funded Limited Liability Company in UAE need to apply for?
National (federal) company certificate number, provincial (state) company certificate number, national (federal) tax certificate number, provincial (state) tax certificate number, national value-added tax certificate number, provincial (state) value-added tax certificate number, social insurance card number, medical insurance card number, pension certificate number, other funds such as housing fund certificate number, labor union certificate number, import and export certificate number, and franchise industry certificate number.

Required Certificates:

  1. National (Federal) Company Certificate Number: Yes, for company registration and identification at the federal level.
  2. National (Federal) Tax Certificate Number: If applicable, for VAT registration or other tax-related obligations at the federal level.
  3. National Value-Added Tax Certificate Number: If applicable, for VAT registration at the federal level.
  4. Import and Export Certificate Number: If your business involves international trade, you might need an import/export-related certificate.
  5. Franchise Industry Certificate Number: If applicable, for businesses operating in the franchise industry.
  6. Other Industry-Specific Certificates: Depending on the nature of your business, you might need additional industry-specific certificates.

Optional Certificates:

  1. Provincial (State) Company Certificate Number: Generally, the UAE doesn’t have a provincial/state structure, so this may not apply.
  2. Provincial (State) Tax Certificate Number: Similarly, tax matters are typically handled at the federal level in the UAE.
  3. Provincial (State) Value-Added Tax Certificate Number: VAT registration is usually at the federal level.
  4. Social Insurance Card Number: Social insurance may not apply in the same way as in other countries.
  5. Medical Insurance Card Number: This would relate to employee benefits and health coverage, which are not typically issued as a specific card.
  6. Pension Certificate Number: Pension systems are not as prevalent in the UAE.
  7. Other Funds (Housing Fund, Labor Union) Certificate Number: These would depend on the specific requirements for the relevant funds or organizations.

R-ae-llc-9
Incorporation procedures of UAE-Foreign-funded Limited Liability Company and key matters
R-ae-llc-9-10
What are the procedures of setting up a Foreign-funded Limited Liability Company in UAE? Documents required? Competent Government unit? Websites?

Mainland LLC Setup:

  1. Determine Business Activities: Decide on the business activities your LLC will engage in.
  2. Choose a Local Partner (for some activities): In some cases, depending on the activity, a UAE national or a company wholly owned by UAE nationals might be required as a local partner or shareholder.
  3. Select a Trade Name: Choose a trade name for your LLC that adheres to the naming regulations.
  4. Submit Application: Submit the application for initial approval to the Department of Economic Development (DED) or the relevant economic department in the chosen emirate.
  5. Draft Memorandum of Association (MOA): Prepare the MOA, which outlines the company’s activities, shareholding structure, and other details.
  6. Notarize MOA: Notarize the MOA at a notary public office.
  7. Apply for Commercial Space: Leasing commercial space is often a requirement to complete the setup process.
  8. Obtain External Approvals: Depending on the business activity, you might need external approvals from relevant authorities.
  9. Apply for a Trade License: Apply for a trade license from the DED or the relevant authority.
  10. Open a Corporate Bank Account: Open a corporate bank account in a UAE bank.
  11. Apply for Additional Approvals (if applicable): Depending on the nature of your business, you might need additional approvals from specialized government entities.

Free Zone LLC Setup:

  1. Choose a Free Zone: Select a suitable free zone based on your business activity.
  2. Submit Application: Submit the application and required documents to the chosen free zone authority.
  3. Select a Trade Name: Choose a trade name that adheres to the naming regulations of the free zone.
  4. Sign Lease Agreement: Sign a lease agreement for office or warehouse space within the free zone.
  5. Obtain External Approvals: Depending on the business activity, you might need external approvals.
  6. Apply for Trade License: Apply for a trade license from the free zone authority.
  7. Open a Corporate Bank Account: Open a corporate bank account in a bank of your choice within the free zone.

Documents Required:

  • Passport copies of shareholders and directors
  • Proposed trade name
  • Proposed business activities
  • Memorandum of Association (MOA)
  • Lease agreement for office space
  • Passport-sized photos
  • Initial approval from relevant authorities
  • Other documents as required by authorities

Competent Government Units:

  • For Mainland LLCs: Department of Economic Development (DED) or the relevant economic department in the chosen emirate.
  • For Free Zone LLCs: The respective free zone authority where you choose to establish your company.

Websites:

  • For Mainland LLCs: Depending on the emirate, you can visit the respective DED’s website.
  • For Free Zone LLCs: Research and visit the websites of the specific free zones you’re interested in. Each free zone has its own website with detailed information on procedures, fees, and requirements.

R-ae-llc-9-20
What are key consideration matters of when deciding to set up foreign-funded limited liability company in UAE?

  1. Business Activities: Determine the specific business activities you plan to engage in. The UAE has regulations governing certain industries, and it’s crucial to ensure your chosen activities align with the legal framework.
  2. Market Analysis: Conduct a thorough market analysis to understand the demand for your products or services in the UAE. Research the competitive landscape and identify potential customers.
  3. Legal Structure: Decide whether to set up in the mainland or a free zone. The choice of legal structure can impact factors like ownership, taxation, and regulatory requirements.
  4. Ownership Structure: Consider the ownership structure of the company. Depending on the business activity and location, you may need a local partner or sponsor.
  5. Location: Choose the emirate or free zone that best suits your business needs. Different locations offer various advantages in terms of infrastructure, connectivity, and business environment.
  6. Costs and Fees: Understand the costs associated with setting up and operating an LLC in the UAE. This includes initial setup costs, ongoing operational expenses, and any applicable government fees.
  7. Regulations and Compliance: Familiarize yourself with local regulations and compliance requirements. Ensure that you adhere to licensing, permits, and industry-specific regulations.
  8. Taxation: Understand the tax implications of your business in the UAE. The country has no federal corporate income tax, but there are specific taxes like value-added tax (VAT) that might apply.
  9. Business Plan: Develop a comprehensive business plan that outlines your goals, strategies, financial projections, and expansion plans.
  10. Workforce: Consider the availability of skilled labor in the UAE. If you plan to hire employees, ensure you understand the local labor laws and employment regulations.
  11. Banking and Finance: Research banking options and establish relationships with local banks to meet your financial needs.
  12. Infrastructure and Logistics: Assess the logistical and infrastructure aspects related to your business operations, including transportation, warehousing, and distribution.
  13. Intellectual Property: Protect your intellectual property rights by understanding trademark, patent, and copyright regulations in the UAE.
  14. Language and Culture: Familiarize yourself with the local culture and business etiquette. English is widely spoken, but understanding cultural norms can enhance business relationships.
  15. Future Expansion: Consider your long-term goals and whether the UAE is a suitable base for expanding into neighboring regions or other global markets.
  16. Legal and Financial Advisors: Engage legal and financial experts who are familiar with the UAE’s business landscape to guide you through the setup process and ongoing operations.

Contact Us

Dubai Evershine BPO Service Limited Corp.
Email: dxb4ww@evershinecpa.com
The Engaging Manager from Headquarter
Ms. Anna Wang, Speak German English and Chinese.
skype: burlinna

or
For investment structure relevant to multi-national tax planning and Financial & Legal Due Diligence for M&A (Merge and Acquisition), send an email to HQ4dxb@evershinecpa.com
Dale Chen, Principal Partner/CPA in Taiwan+China+UK will be accountable for your case.
linkedin address:Dale Chen


Additional Information

Evershine CPAs Firm Headquarters
6th Floor 378 Chang Chun Rd., Taipei City, Taiwan ROC
Partner Kerry Chen, USA Graduate School and a well-English speaker
Tel No.: +886-2-27170515 ext. 105
Mobile: +886-939357000
Email: kerrychen@evershinecpa.com
Skype: oklahomekerry

Evershine has 100% affiliates in the following cities:
Headquarter, Taipei, Xiamen, Beijing, Shanghai, Shanghai,
Shenzhen, New York, San Francisco, Houston, Phoenix Tokyo,
Seoul, Hanoi, Ho Chi Minh, Bangkok, Singapore, Kuala Lumpur,
Manila, Dubai, New Delhi, Mumbai, Dhaka, Jakarta, Frankfurt,
Paris, London, Amsterdam, Milan, Barcelona, Bucharest,
Melbourne, Sydney, Toronto, Mexico

Other cities with existent clients:
Miami, Atlanta, Oklahoma, Michigan, Seattle, Delaware;
Berlin, Stuttgart; Prague; Czech Republic; Bangalore; Surabaya;
Kaohsiung, Hong Kong, Shenzhen, Donguan, Guangzhou, Qingyuan, Yongkang, Hangzhou, Suzhou, Kunshan, Nanjing, Chongqing, Xuchang, Qingdao, Tianjin.

Evershine Potential Serviceable City (2 months preparatory period):
Evershine CPAs Firm is an IAPA member firm headquartered in London, with 300 member offices worldwide and approximately 10,000 employees.
Evershine CPAs Firm is a LEA member headquartered in Chicago, USA, it has 600 member offices worldwide and employs approximately 28,000 people.
Besides, Evershine is Taiwan local Partner of ADP Streamline ®.
(version: 2024/07)

Please send an email to HQ4dxb@evershinecpa.com

More Cities and More Services please click Sitemap

  • Dubai Payroll Services

    *Labor Law Regulation compliance audit.
    *Evershine use online payroll relevant 5-in-1 System support our services:
    -GPS-Clocking ; Staff Scheduling;
    -Leave system ; Overtime System;
    -Payroll Parameter Collection System;
    -payroll gross to net calculation
    *Pay salary through internet Banking Function

    Read more

    Dubai Accounting

    We act as your in-house accountant supported by cloud accounting and payroll system.
    We are a member of LEA and IAPA.
    Our affiliated companies are located at major cities in Eastern China area.
    We are featured in providing services to the overseas entities of MNC (Multi-National-Companies) parent companies.
    Read more

    Services in Dubai Area

    Company registration,

    Work Permit and Visa application;
    Online Accounting Services,
    Payment Services,
    Tax Compliance Services;
    Payroll compliance Services,
    Trademark Registration;
    Due Diligence for M&A project.
    Read more

    Dubai Company Setup

    *International Tax Planning
    *Company Registration

    *Work Permit Application
    *Import and Export Permit and License Application
    *Food and Drink Business Permit and License Application
    *Medical Devise Business Permit and License Application
    Read more

    • Top