Key Takeaways
- An LLC can have two to fifty partners, or just one owner, and each owner's liability is limited to the capital they put in (Commercial Companies Law, Article 71).
- There's no fixed minimum capital. Article 76 asks for enough capital, paid in full when the company is set up, and the Cabinet may set a minimum later.
- The memorandum of association has to be in Arabic and authenticated. If there's an English version too, the Arabic one wins, and the document must say how disputes get settled.
- Each LLC needs an auditor picked every year and a 5% statutory reserve, which may stop at half of capital. Changes have to be reported within 15 working days.
- Federal Decree-Law 20 of 2025, issued in October 2025, amends the law, including the rules on LLC quotas.
Look at mainland company names in the UAE and most of them end in LLC. In UAE law, LLC means limited liability company, and the LLC full form in Dubai is the same as in every other emirate. Those three letters stand for a legal form with fixed rules on partners, capital, the yearly audit and the memorandum of association (MOA), the founding contract between the owners.
The rules come from Federal Decree-Law 32 of 2021, known as the Commercial Companies Law (CCL). Article numbers on this page are taken from the 2021 English text that the Ministry of Economy and Tourism publishes. The law has since been amended, so compare each article with the current wording before you rely on it.
What an LLC is in the UAE
The CCL recognises five company forms, and the LLC is one of them (Article 9). The other four are the joint liability company, the limited partnership, the public joint stock company and the private joint stock company. A company that doesn't take one of these five forms is null and void, which means the law treats it as legally invalid.
Limited liability means each partner risks no more than the capital they contributed. The company's name is made up of its business purpose, called the object, or the partners' names, followed by Limited Liability Company or LLC. A company with a single owner adds Limited Liability (Sole Proprietorship) instead (Article 72). Managers who ignore that naming rule become personally and jointly liable.
In October 2025 the government issued Federal Decree-Law 20 of 2025, which amends the CCL. It changes 15 articles and adds one. One of the changes lets an LLC have several classes of quotas, the ownership shares in an LLC (Ministry of Economy and Tourism, January 2026).
Who can own an LLC and how many partners
An LLC needs between two and fifty partners. One natural or legal person, meaning an individual or a company, may also set it up and own it alone (Article 71). Dubai's own guide to legal forms gives the same limit of up to 50 partners (dubai.ae, October 2026).
Foreigners can own an LLC outright in most cases. The exceptions are activities with strategic impact. According to the Ministry of Economy and Tourism, Cabinet Resolution 55 of 2021 lists seven activity groups where 100% foreign ownership isn't allowed:
- security, defence and military-nature activities;
- banks, exchange houses, finance companies and insurance;
- currency printing;
- telecommunications;
- Hajj and Umrah services;
- Holy Quran memorisation centres;
- services related to fisheries.
The list can change. Check the current version with the licensing authority before you decide who holds which shares.
Banking and insurance are a special case. Unless a specific law says otherwise, they're reserved for public joint stock companies (Article 11(3)). You can't run them through an LLC.
Then there's the local service agent, a UAE national who deals with government paperwork for a fee and holds no shares. The CCL itself has nothing to say about service agents. If you're told you need one, that condition comes from the licensing authority.
Two government pages disagree on this. u.ae's guide to starting a mainland business, dated 16 July 2026, says a business owned completely by residents from outside the Gulf Cooperation Council (GCC) countries needs a local service agent, under an agreement attested by a notary public or the court. The foreign ownership page on the same site, updated 6 April 2026, says the old rule of 51 per cent Emirati ownership or a local agent was dropped for most activities, and that branches no longer need an Emirati service agent. With the pages contradicting each other, ask your licensing authority in writing whether your activity code comes with an agent condition.
Capital: what the law says and what banks expect
Share capital is the money the owners commit to the company. For an LLC, the law doesn't set a fixed minimum. Article 76 asks only for capital that's sufficient to achieve the company's object, split into shares of equal value and paid in full when the company is incorporated. The Cabinet may issue a decision with a minimum, and the 2025 amendments don't set a figure.
Cash capital goes into a UAE bank. The bank releases it to the managers once they show that the company is registered. Owners can also contribute in kind, for example with equipment. In that case one or more valuers put a value on it at the contributor's expense, or the partners agree a value that the competent authority then approves (Article 78 as replaced by Federal Decree-Law 20 of 2025). The authority may object to a valuation report and appoint a different valuer.
People often read "no minimum" as "any amount will do". Setup advisers say banks compare the capital with your business plan and with the money you expect to move through the account. If your business holds stock or employs staff, a token amount tends to raise questions.
Capital doesn't decide how many work permits you get. On the mainland, the Ministry of Human Resources and Emiratisation (MOHRE) sets the work-permit quota. One condition is a valid Ta'qeem report, MOHRE's check of your business before it sets that quota. MOHRE says quotas are now issued instantly (MOHRE, 9 February 2026). Free zones can work differently. Meydan Free Zone's FAQ, checked in October 2026, links investor and partner visas to AED 50,000 of share capital. That's the zone's own rule and has nothing to do with the LLC provisions. For the rest of the costs, see the guide to Dubai trade licence cost.
The MOA and the clauses that matter
Your MOA has to be in Arabic and authenticated by the competent authority, either in person or by e-signature. Otherwise it's null and void, although that can't be used against third parties such as customers or suppliers (Article 14). When an MOA is bilingual, the Arabic text prevails. In a dispute, the Arabic version is what counts, even if you've never read it. Notary authentication is needed only where the competent authority decides so.
Article 73 says the MOA must explain how disputes are settled, both between the company and its managers and between the partners. Selling or transferring quotas needs an authenticated document, and other people are bound by the transfer only once it's entered in the commercial register (Article 79). Dubai's guide lists the articles of association among the required documents, except for a one-person LLC (dubai.ae, October 2026).
Some clauses matter far more than others once something goes wrong, and a generic template often leaves them thin. Read these closely:
- the dispute settlement clause that Article 73 requires;
- what managers may decide and who can sign, which a bank may ask about;
- rules for transferring quotas, and the partners' right to buy first (pre-emption);
- how profit is split and what happens when a partner leaves.
Without these clauses, partners who fall out have no agreed way to settle things, and the bank may question who's allowed to sign. Every later change to the MOA has to be authenticated and registered again. That's why it makes sense to have a lawyer draft them before you sign.
The 2025 amendments also recognise drag-along and tag-along clauses in the articles of LLCs and private joint stock companies. A drag-along clause lets majority owners make the minority join a sale of the company. A tag-along clause gives minority owners the right to join such a sale on the same terms. LLCs may also create more than one class of quotas if their articles allow it, but the detailed categories are still waiting for a Cabinet decision. A law-firm alert from December 2025 points out that statutory pre-emption rights may limit drag-along in practice.
Audit, statutory reserve and Corporate Tax
Article 27 says every LLC must have one or more auditors. Under Article 102, the general assembly, which is the meeting of all partners, elects them every year. A company that runs without an auditor is in breach of Article 27.
Each year the company moves 5% of its net profit into a statutory reserve, a fund the law makes it keep. The partners may decide to stop once the reserve reaches half the capital (Article 103). Your first financial year lasts between 6 and 18 months, counted from entry in the commercial register, under Article 28.
Records have two retention periods. Under Article 26, accounting records stay at the head office for at least five years. The records behind a Corporate Tax return have to be kept for 7 years after the tax period (Federal Decree-Law 47 of 2022, Article 56).
Corporate Tax, the federal tax on company profits, applies on top of all this. Under Federal Tax Authority (FTA) Decision 3 of 2024, a new company registers within three months of incorporation. Registering late costs AED 10,000 (Cabinet Decision 75 of 2023 as amended, as of October 2026).
If you appoint an auditor early, the same firm can review the accounts your Corporate Tax return is built on. That return is due within nine months of the end of the tax period, under Federal Decree-Law 47 of 2022 as of October 2026.
Changes you must notify
Changing the company's name, address, capital, number of shareholders or legal form? You have 15 working days to tell the authority (Article 15). The company also keeps a register of partners and sends its details to the competent authority every January, under Article 74.
Beneficial owners, the real people who in the end own or control a company, have their own rules. Within 60 days of getting its licence, a new company sets up a beneficial owner register and a shareholder register and submits both to the registrar. When ownership changes, it updates them within 15 days of finding out (Cabinet Decision 109 of 2023).
A first breach gets you a written warning. If the beneficial owner register isn't kept up to date, the fine is AED 15,000 for a second breach and AED 30,000 for a third (Cabinet Resolution 132 of 2023, as of October 2026). Check with the registrar that this is still the current schedule.
LLC, sole establishment or free zone company
A sole establishment isn't one of the CCL forms. It exists under each emirate's own law, and Dubai lists a sole proprietorship among its legal forms. Dubai's e-trader licence is issued only as a sole proprietorship, and dubai.ae says the owner bears full legal responsibility. With a one-person LLC, by contrast, the owner's liability is limited to the capital.
Free zones are areas run by their own authority, which licenses companies under rules of its own. Free zone companies follow their zone's law and use their own labels. Where that law says so, the CCL doesn't apply to them. It does apply where the zone's law lets the company operate outside the zone (Article 5, 2021 text). The Ministry of Economy and Tourism explained in January 2026 that, since the 2025 amendments, such a presence outside the zone is described as a branch or representative office.
Want the licensing side of a Dubai LLC? It's covered in the guides to the Dubai trade licence and the DED licence, DED being the old name of Dubai's licensing office. If you're still deciding where to set up, read the guide to mainland versus free zone.
For the full mainland process, see the guide to mainland company setup. The steps you can do online are explained in the guide to online company registration in Dubai.
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