Mainland company formation in Dubai

What a mainland company is, and who licenses it

A mainland company is registered under the federal Commercial Companies Law and licensed by the economic department of the emirate it sits in. In Dubai that is the Department of Economy and Tourism (DET); other emirates call it the Department of Economic Development. The governing statute is Federal Decree-Law No. 32 of 2021 on Commercial Companies, applied alongside emirate-level economic legislation.

That registration puts the company inside UAE customs territory and inside the ordinary UAE legal system. A free zone company sits outside both — u.ae describes free zone companies as “considered outside the UAE mainland jurisdiction”.

The legal forms available on the mainland are general partnership, limited partnership, limited liability company (LLC), public joint stock company (PJSC) and private joint stock company (PrJSC). Owner-managed businesses nearly always use the LLC. u.ae puts the choice at “more than 2,000 business activities” and states that one licence may carry more than one activity. The activity you choose drives everything downstream: the licence category, the permitted legal forms, and which regulator has to sign off. The six federal trade licence categories follow the activity, never the reverse.

Can a foreigner own 100 per cent of a Dubai mainland company?

For most activities yes, and for nine categories no. The blanket claim repeated across this industry — “100 per cent foreign ownership is now allowed on the mainland” — is true often enough to be dangerous.

Federal Decree-Law No. 26 of 2020 amended the Commercial Companies Law to permit full foreign ownership of mainland companies, in force from early 2021 and now consolidated into Federal Decree-Law No. 32 of 2021. u.ae’s own wording is that the law “abolishes the requirement for a majority Emirati shareholder or local partner”, and that “the obligation for branches of foreign companies to appoint a UAE national service agent has been eliminated.”

The carve-out is written into the same framework. The Cabinet determines a list of “activities with strategic impact” and sets licensing requirements for them “which may include restrictions on foreign ownership”. The instrument is Cabinet Resolution No. (55) of 2021 Determining the List of Activities with Strategic Impact, cited by name in the preamble to Dubai Executive Council Resolution No. (11) of 2025. That resolution, not the headline law, is what decides whether your activity qualifies.

The nine restricted headings

u.ae publishes the restricted activities as: security and defence activities and activities of a military nature; telecommunications; banks, exchange, financing, insurance and bank note or coin production; commercial agencies; Hajj and Umrah organising; Holy Quran recitation institutes; fish catching; natural pearl catching; and marine animals catching.

Read those as headings, not activity codes. The Cabinet Resolution’s full activity list is the operative document, and it was not retrievable when this page was checked. If your activity sits anywhere near one of those headings, have DET confirm the ownership position for your exact activity code before you commit to a structure.

The Local Service Agent has not disappeared

Two government pages say different-sounding things here. The foreign-ownership page says the national service agent requirement was eliminated, in the context of branches of foreign companies. But u.ae’s step-by-step mainland page still states: “Businesses owned completely by non-GCC residents require a local service agent from the UAE. Appointing the local service agent will be under an agreement attested by the notary public or the court.” The same page’s licence-issuance checklist asks for a “duly attested service agent contract (for civil establishments and companies that are 100 per cent owned by non-GCC nationals).”

Where a mainland licence lets you trade

This is the real reason to choose mainland, and most comparisons put it below cost and speed.

A mainland company may trade directly with customers anywhere in the UAE and may bid for UAE government work, with no intermediary. A free zone company may not. u.ae states it plainly: free zone companies “can trade freely within the free zone and internationally”, but “to sell goods or services locally, a free zone company must either work through a licensed mainland distributor or establish a mainland branch or company. Direct sales in the mainland are generally not permitted unless the company obtains the required mainland licences or approvals.”

The same line has a customs dimension: goods imported into a free zone attract 0 per cent duty, and u.ae states that goods “only become subject to the UAE customs duty if moved into the mainland market.”

If you only need mainland access occasionally, you may not need this at all

Since March 2025, Dubai has had a defined route for a free zone company to work in the mainland without forming a separate mainland company. Dubai Executive Council Resolution No. (11) of 2025 lets DET grant a licence for a branch within the Emirate, a licence for a branch operating out of the free zone, or a permit for specific activities. Article 12 sets AED 10,000 a year for the out-of-zone branch licence and AED 5,000 for a permit; Article 7 caps the permit at six months.

If mainland revenue is a small or seasonal part of what you do, that route can cost less than a mainland licence with its own lease, establishment cards and audit. Three cautions: it is a Dubai instrument and does not apply in Abu Dhabi, Sharjah or Ras Al Khaimah; Article 3(b) requires separate financial records for out-of-zone activity, which has consequences for a free zone company relying on 0 per cent corporate tax; and Article 13 gave establishments already operating in mainland Dubai one year from the effective date to comply, which is 3 March 2026, a date already past. The Director General may extend that grace period once for the same period, and we could not confirm whether the extension was exercised. If you are already trading in the mainland on a free zone licence, ask DET where you stand rather than assuming the grace period still runs. The free zone page covers that trade-off.

Do you need an office?

Yes, and this is not negotiable on the mainland. u.ae states that “all businesses in the UAE must have a physical address to operate”, that an office or warehouse rental agreement must be provided, and that “in Dubai, the agreement must be registered with Ejari”. The flexi-desk that satisfies a free zone licence does not satisfy DET.

The lease is also the visa decision. MOHRE sets a mainland company’s visa quota under Cabinet Resolution No. 203 of 2022 “according to the company’s legal status, the size of the work facilities, the projects undertaken by the establishment, and business requirements”. There is no published number of visas per square metre; the quota is assessed, not calculated from a table.

How visas actually work once the licence is issued

A mainland company needs two separate establishment cards, and people routinely budget for one. MOHRE issues the labour establishment card and file after inspecting the premises. ICP or GDRFA issues the immigration establishment card, without which no entry permit can be applied for; ICP states that it needs a valid trade licence and a valid Emirates ID or Unified Number for an authorised signatory, and that “the establishment card issuance process cannot begin without it”.

After the entry permit comes the medical fitness test, then Emirates ID biometrics at ICP, then the residence permit. Your permit is not stamped in your passport: ICP suspended the residence sticker in April 2022 and replaced it with the Emirates ID card “as an alternative to proof of residence”. The investor visa page covers the self-sponsored Green and Golden routes.

The licensing sequence, and the two things nearly everyone gets wrong

The ten official steps are in the timeline above, taken from the Ministry of Economy and Tourism. Two points deserve stating on their own.

Trade name comes before initial approval. Both the Ministry and u.ae put trade name registration at step 3 and initial approval at step 4. Most third-party guides reverse them. Initial approval means only that the government does not object to the entity being established; u.ae is explicit that it “does not constitute authorization to operate”.

Chamber of Commerce registration is step 10. It is part of the official sequence and is omitted by nearly every third-party guide, which makes their cost estimates incomplete.

Two things sit outside the numbered flow. Foreign investors must obtain GDRFA approval before initial approval, and legal, security, and financial securities and commodities activities need their regulator’s approval before it. And once the payment voucher arrives you have 30 days — u.ae states the application is cancelled if you do not pay within that period.

Which documents you need, and which ones need attestation

What DET asks for at licence issuance, per u.ae

• Initial approval receipt and all previously submitted documents
• Copy of the lease contract, attested by RERA — in practice Ejari registration
• Duly attested Memorandum of Association, for all types of companies
• Approvals from other government entities, where the activity requires them
• Duly attested service agent contract, for civil establishments and companies 100 per cent owned by non-GCC nationals
• Passport copies of all shareholders and the manager, trade name reservation certificate, initial approval certificate, and GDRFA approval where the investor is a foreign national

DET publishes no consolidated checklist that can be quoted. The list above is u.ae’s; live, activity-specific requirements sit in the Invest in Dubai activity database.

The word “attested” in that list is where money is lost. “Duly attested” for a UAE-issued MOA or service agent contract means domestic notarisation — u.ae says UAE-based law firms, courts and the notary public prepare and attest MOAs, and the service agent agreement is attested by the notary public or the court. That is not the international legalisation chain.

Documents issued outside the UAE need that chain, and the UAE is not a party to the Hague Apostille Convention, so an apostille alone is never enough. Where your country issues apostilles, the apostille is the home-country authentication step; the document still needs UAE embassy attestation in the country of issue and then MoFAIC attestation inside the UAE. MoFAIC charges AED 150 per individual-affairs document, such as a degree certificate, and AED 2,000 per commercial document.

That second figure breaks budgets. Where a company rather than an individual is the shareholder, a typical set runs to four to six commercial documents: certificate of incorporation, MOA and articles, board resolution, certificate of good standing, certificate of incumbency, and often a power of attorney. At AED 2,000 each at the MoFAIC step alone that is AED 8,000 to AED 12,000, before the embassy’s fees abroad, before home-country notary and apostille costs, and before Arabic translation. Detail is on documents required for UAE business setup and commercial document attestation.

Why mainland applications get rejected or stall

Is mainland the right jurisdiction for you?

Mainland, free zone and offshore side by side

What happens in your first year

The licence starts a compliance calendar, and three dates on it are commonly misstated.

Within 60 days of licensing, create and file the register of real beneficiaries and the register of partners or shareholders with the Registrar, under Cabinet Decision No. 109 of 2023. Any later change to that data must be notified within 15 days.

Within three months of incorporation, register for corporate tax. FTA Decision No. 3 of 2024, Article 3(3), gives a UAE-incorporated resident juridical person three months from the date of incorporation. The widely repeated “three months from the end of the financial year” applies only to foreign-incorporated entities managed from the UAE, and following it costs an AED 10,000 late-registration penalty in your first year.

Every year, an audit. Article 27(1) of Federal Decree-Law No. 32 of 2021 requires every LLC and joint stock company to have auditors auditing its accounts yearly. No revenue threshold, no small-company exemption — a recurring mainland cost that free zone comparisons leave out. One obligation you can strike off: economic substance reporting ended for financial years ending after 31 December 2022, so a company formed now has no ESR filing at all.