To start a business in the UAE, begin by creating a comprehensive business plan. This will help you understand your company’s requirements and guide you in choosing the ideal location (e.g., Freezone or Mainland, Abu Dhabi or Dubai) and the best business structure. Key questions to consider include:
Depending
on your business activity, you will need one of the following licenses:
Professional, Commercial, or Industrial. The type of license will determine the
suitable entity, which could be a Limited Liability Company (LLC),
Foreign/Local Branch, Sole Establishment, or Civil Partnership.
The UAE consists of seven emirates: Abu Dhabi, Dubai, Sharjah, Ras Al Khaimah, Fujairah, Ajman, and Umm Al Quwain. To decide the best emirate for your business, consider:
• Where are your clients based?
• Are you dealing with private or government entities?
• Where do you want to live?
• What are the rental costs?
Your business activities and prospective clients will influence which Department of Economic Development (DED) license you need. For example, obtaining ADNOC/SPC approval requires an Abu Dhabi Mainland trade license.
• Mainland Company: Licensed by the Department of Economic Development (DED), a mainland company can conduct business in the local market and outside the UAE without restrictions.
• Free Zone Company: Incorporated within a designated jurisdiction, a Free Zone company can only conduct business within the same Free Zone or outside the UAE. To trade with the UAE mainland, they must use a mainland distributor or agent and pay a 5% import duty on local invoices.
Yes,
foreigners can own 100% of a business in the UAE through various Free Zones,
which allow full ownership across multiple industry sectors. In Mainland UAE,
foreigners can wholly own businesses providing professional and consultancy
services through a 100% owned Establishment or Foreign Branch. However, trading
goods within the UAE mainland with a 100% foreign-owned company is not
permitted.
if
the work that you are undertaking in a CICPA zone requires vehicles for
transport or work (e.g. excavation diggers, cranes, trucks, buses – including
boats and marine vehicles) then you must obtain a CICPA pass for those
vehicles.
To obtain a CICPA pass for vehicles required in a CICPA zone:
1. Obtain a Letter of Authorization (LOA) from ADNOC.
2. The LOA must state the vehicle types, quantity, and duration needed.
3. Once granted, the LOA will specify the staff and vehicles eligible for CICPA passes.
4. The vehicle must be owned by the company with the LOA.
5. If leasing vehicles, the third-party lessor must obtain their own LOA.
6. The company must be Abu Dhabi-based with SPC approval.
7. Venture Plus can assist with vehicle registration and obtaining CICPA passes.
To
register as a vendor for ADNOC:
1. Ensure you meet the criteria, including having a Mainland Abu Dhabi DED License (LLC or Foreign Branch) and SPC Approval.
2. Register and activate a SAP Ariba Account to access the ADNOC Commercial Directory.
3. Submit all required company documents and information via the Ariba account.
4. ADNOC will review the submission within a week and proceed to the Pre-Qualification Stage if successful.
5. Provide examples of projects, products, and services during Pre-Qualification to be listed as an ADNOC Vendor.
• Representative Office: Promotes and introduces a foreign company’s products to UAE companies but cannot export, import, or sell in the UAE. It only engages in promotional activities.
• Branch Office: Can conduct business in the UAE beyond promotional purposes.
Both require a local sponsor or National Service Agent (NSA) and a refundable deposit bank guarantee of AED 50,000.
Yes, the general manager is liable for the management and operation of the entity, including civil and criminal liability for business activities. To mitigate potential exposure, general managers should:
• Act within the scope of their authority.
• Ensure sufficient funds before signing cheques.
• Consider liability insurance or indemnification.
• Manage the entity diligently and maintain good corporate governance records.
Yes,
importing medical equipment requires a mainland license with the correct
activities and registration by the Ministry of Health and Prevention. A
warehouse and qualified staff are necessary unless using a registered seller in
the UAE to distribute to end users.
To sponsor two maids or domestic staff:
• The sponsor must have a monthly salary of at least AED 20,000.
• The residence must have at least two bedrooms, a hall, and a separate maids’ room.
• Each domestic staff member must earn at least AED 1,500 per month.
Approval is subject to providing a letter explaining the need for additional staff and justifying it with family size.
Yes,
any changes to employment terms must be mutually agreed upon in writing and
registered with MOHRE using a Temporary Supplementary Annex. This ensures
compliance and prevents future penalties.
Economic
Substance Regulations (ESR) were introduced in April 2019 under Cabinet
Resolution No. 31 of 2019 to prevent companies from using the UAE as a base for
channeling payments that would otherwise be taxable abroad. This initiative
successfully removed the UAE from the EU tax haven blacklist. ESR applies to
all entities, including branches and representative offices, incorporated in
the UAE (including free zones) for financial years starting on or after January
1, 2019. Entities must analyze their income-related activities using resources
like the Ministry of Finance's flowchart and ESR Relevant Activities Guide to
determine if they are conducting a "Relevant Activity." If
applicable, entities must notify and submit a report to the designated
authority, such as the Ministry of Economy for onshore entities or free zone
authorities for free zone entities.
If
you plan to set up a company and will be listed as a shareholder or manager on
the DED Trade License of the new LLC, you will need a No Objection Certificate
(NOC) from your current employer. This ensures they have no objection to your
new role. It is not always necessary to switch from an Employee Visa to an
Investor Visa at the new company, as certain variables apply. For more
information and assistance, please contact the Venture Plus team.
Yes,
to obtain a commercial lease and Tawtheeq in Abu Dhabi, the individual signing
on behalf of the company must have a UAE Resident Visa, Emirates ID Card (EID),
and a Power of Attorney (POA) over the company. The Tawtheeq is then registered
with the Abu Dhabi Municipality.
To
change the General Manager (GM) for an LLC, consult the company's
constitutional documents (MOA). If the foreign party in the LLC is a corporate
entity, the overseas shareholder must issue a resolution accepting the removal
of the current GM and authorizing the replacement. This document, along with
the new GM's powers, must be legalized for use in the UAE. Update the records
with the relevant UAE authorities, such as the Notary Public and DED for an
LLC, and DED and MOE for a Foreign Branch. Additional notifications may be required
for other bodies like Dubai Municipality or company banks. Consulting a
professional firm is recommended to ensure all steps are completed.
To reserve a Trade Name in the UAE:
• Ensure the name is not already reserved for the same or similar activity.
• Avoid religious wording, profanity, or discrimination.
• Ensure the name is not identical or similar to a registered trademark.
• Avoid names of countries, governments, or global political organizations.
• Pay reservation fees within 72 hours of issuance.
• The reservation is valid for six months, after which it will be cancelled if the commercial license is not issued.
Yes,
all entities in the UAE, whether onshore or in a Free Zone, must appoint a
General Manager (GM). The GM is responsible for the day-to-day operations and
ensuring compliance with local laws. The GM's roles and responsibilities are
outlined in the entity's constitutional documents. It is crucial for the GM to
understand the responsibilities and associated risks of the role.
To
set up a restaurant in Abu Dhabi, you need to determine the specific location.
A mainland location requires a mainland license, typically a Limited Liability
Company (LLC) with a 51% local UAE shareholder. A Freezone location requires a
Freezone license with 100% ownership. Preapprovals from the Abu Dhabi Food
Control Authority or the Food Control Department of Dubai Municipality are
required to ensure the premises meet specific requirements.