Business setup in mainland UAE, LLC rules, ownership and

Key Takeaways

Each emirate licenses its own mainland: DET in Dubai, ADDED in Abu Dhabi, SEDD in Sharjah, and the federal ministry keeps the Commercial Register.
Most mainland activities can be 100% foreign owned since 1 June 2021, except strategic-impact activities and commercial agencies.
The Commercial Companies Law sets no minimum LLC capital, only sufficient capital paid in full (Article 76), and the Arabic memorandum text prevails (Article 14), as of October 2026.
Dubai's official route has three stages: initial approval, trade name, licence (dubai.ae, October 2026), followed by the permits your activity needs.
Ejari costs AED 177.75 through the Dubai REST app (Dubai Land Department, October 2026); DET licence fees depend on the activity.

Business setup in mainland UAE means a licence from an emirate's economic department rather than from a free zone, and a founder who sells to UAE customers or government will normally want one. Dubai mainland company setup follows the official Dubai registration steps and the federal Commercial Companies Law, and cost figures that only consultancies quote are marked as vendor-quoted. Article numbers below are as in the 2021 text; check the current wording after Federal Decree-Law 20 of 2025, which amended 15 articles.

Mainland business setup and who licenses it in each emirate

Mainland means a company licensed by an emirate's economic department rather than by a free zone authority. In Dubai that is the Department of Economy and Tourism (DET, formerly DED), whose registration arm is the Dubai Business Registration and Licensing Corporation under Dubai Law 6 of 2023. Applications run through the Invest in Dubai platform created by Decree 13 of 2024.

Abu Dhabi licenses through the Department of Economic Development (ADDED) and its TAMM portal. Sharjah uses the Sharjah Economic Development Department. Ajman and Ras Al Khaimah have their own departments of economic development, and Umm Al Quwain and Fujairah have their own licensing authorities, which this page does not cover.

Above them sits the federal Ministry of Economy and Tourism. It keeps the Commercial Register and the Foreign Companies Register, and runs the Basher company-establishment service. Check the activity list and the premises rule with the department of the emirate where you will trade, because each applies its own.

Who may own 100% of a mainland company

Since 1 June 2021 most mainland activities can be 100% foreign owned (Federal Decree-Law 26 of 2020, carried into the Commercial Companies Law). Dubai Economy said on 3 June 2021 that full ownership covers more than 1,000 commercial and industrial activities, with no extra fee, guarantee or capital, and no Emirati partner required.

Three limits remain. Activities with strategic impact stay restricted under Cabinet Resolution 55 of 2021, which a law-firm summary lists as security and defence, banks and finance, insurance, communications and a few others. Commercial agencies stay under the Commercial Agencies Law. And the licensing authority or a sector regulator can attach ownership conditions to an activity (Article 10).

Local service agents are the point to check, because two government pages read differently. u.ae's guide to starting a mainland business (16 July 2026) says businesses owned completely by non-GCC residents require a local service agent from the UAE, appointed under an agreement attested by a notary public or the court. It also lists an attested service agent contract among the licence collection documents for civil establishments and companies 100% owned by non-GCC residents.

The foreign ownership page on u.ae (updated 6 April 2026) says the old requirement for 51 per cent Emirati ownership or a local agent was removed for most activities. It adds that branches no longer need an Emirati service agent, as Dubai said in 2021. For your activity, ask the licensing authority for the answer in writing.

Advisers describe a service agent as someone who holds no equity and no control. A side letter that gives the agent control or a share of profit is a nominee arrangement, and the Central Bank due diligence guidance lists nominee shareholders among its red flags.

Legal forms from the LLC to the civil company and branch

The Commercial Companies Law permits five forms (Article 9): joint liability company, limited partnership, LLC, public joint stock company and private joint stock company. Any other form is void. Sole proprietorship and civil company are not forms of that law; they exist under emirate law, and Dubai's guide lists both among its mainland forms (dubai.ae, October 2026).

Most founders choose the LLC, so LLC company formation in Dubai is the route the rest of this page follows. It takes 2 to 50 partners, one person may incorporate and own it, and liability is limited to capital, under Article 71. Article 72 requires a one-owner LLC to carry Limited Liability (Sole Proprietorship) in its name, and managers who omit the suffix are personally liable.

A foreign company can open a branch instead. The branch needs a licence from the competent authority with ministry approval and an entry in the Foreign Companies Register (Articles 336 and 337). It keeps its own balance sheet and profit and loss account with a UAE-registered auditor, under Article 338. A representative office may only study markets and may not trade, under Article 339.

The Dubai route from initial approval to permits

Dubai's official guide lists the stages as initial approval, trade name reservation, then the licence (dubai.ae, October 2026). Before them you choose the licence type (industrial, commercial, professional, e-trader or dual) and check ownership and any extra approvals. Initial approval is a no-objection in principle. It does not allow you to operate.

Documents are the licensee's passport or Emirates ID, a residence visa copy where relevant, and the articles of association, which dubai.ae lists as not applicable for a one-person LLC. The trade name must be followed by the legal form and must not repeat or closely resemble a registered name (Commercial Companies Law, Article 12). The u.ae guidance on starting a business in a free zone also lists religious names and the names of governing authorities among the barred names, and Dubai's own list may add more.

Executive Council Resolution 5 of 2024 lets DET issue the licence instantly and accept e-signature without attendance. The exception is activities listed by a resolution of the Chairman of the Executive Council, where permits or approvals come before the licence. You then sign an acknowledgement and undertaking to obtain every permit before starting, and permits, staff checks, bank guarantees and inspection follow. A separate guide to the seven steps of starting a business in Dubai covers the order of work around this stage.

Office, Ejari and the virtual-office dispute

Registering the tenancy in Ejari is mandatory in Dubai under Law 26 of 2007 as amended, and commercial Ejari must be in the licensed company's name. The Dubai Land Department charges AED 177.75 through the Dubai REST app or its website and AED 220 through a trustee centre, as of October 2026. For registering a business centre, the Dubai Land Department FAQ lists a commercial tenancy of not less than 5,000 sq ft, valid for 5 years (October 2026).

Practice on flexi-desks and virtual addresses varies. Most Dubai mainland licences need a leased, Ejari-registered address in practice, and flexi-desks are accepted for some activities. Ask DET for your activity code and ask the business centre for its own Ejari before you pay.

Two official points help. Executive Council Resolution 5 of 2024 tells licensing entities not to require premises of a certain area unless legislation does, a principle for authorities rather than a right of the founder. Abu Dhabi, for comparison, lists a Freelancer licence that works without physical premises and extended the premises-free period for Tajer holders by one year in September 2026 (ADDED and Abu Dhabi Media Office).

The usual failure is a virtual address assumed to be enough for the licence and the visas. The outcome can be a blocked licence, a smaller visa quota or a bank refusal. On the mainland MOHRE sets the work-permit quota after a Ta'qeem assessment, and no published office-size formula decides it.

Capital, MOA and audit duties of an LLC

As of October 2026 no minimum capital is set for an LLC. Article 76 asks for capital sufficient for the object, in shares of equal value, paid in full at incorporation. Cash is held at a UAE bank, which releases it to managers on proof of registration. Banks and the visa process read the figure, so a token amount invites questions.

Under Article 14, memoranda of association must be in Arabic and authenticated by the competent authority, in person or by e-signature. Without that the memorandum is null and void, although the nullity cannot be invoked against third parties. Where a bilingual text exists, the Arabic text prevails.

The memorandum must also say how disputes between partners and managers are settled (Article 73). A change of name, address, capital, number of shareholders or form must be notified within 15 working days (Article 15), and the register of partners goes to the authority every January (Article 74).

Auditing is built into the form. Every LLC must have one or more auditors, elected each year by the general assembly under Articles 27 and 102. The company keeps accounting records for at least 5 years (Article 26), and the Corporate Tax law requires the records behind a Corporate Tax return for 7 years after the tax period (Federal Decree-Law 47 of 2022, Article 56). Under Article 103 it sets aside 5% of net profit each year as a statutory reserve, and the partners may decide to stop once the reserve equals half the capital. Its first financial year runs between 6 and 18 months under Article 28.

Federal Decree-Law 20 of 2025 allows LLCs to have more than one class of quota in principle, but the detailed categories wait for a Cabinet decision, so do not plan around them yet. It sets no minimum capital figure either. Check the commencement date in the Official Gazette text before relying on any provision. A new company must also file its beneficial owner register within 60 days of licensing (Cabinet Decision 109 of 2023).

A generic memorandum with no dispute clause and no exit terms causes trouble later: a dispute then turns on the Arabic text, and an amendment means re-authentication and re-registration.

Corporate shareholders and the attested document chain

Corporate shareholders need their documents attested in a fixed order. dubai.ae (October 2026) lists the UAE embassy in the home country, the UAE Ministry of Foreign Affairs, an Arabic legal translation and the Ministry of Justice. In practice, a skipped link means weeks of delay or a rejection.

Home-country documents prepared without that chain in mind are where the delay starts. Whether the same chain applies to a branch's parent documents is a question for the licensing authority, because Articles 336 to 339 describe the branch but set no attestation chain.

A lawyer can draft the memorandum with dispute and exit terms, and a licensed adviser can run the attestation chain so that it is done once. Ask for the document list and the order in writing.

Where the cost sits and what is only vendor-quoted

Official sources give the small fixed items and leave the large ones to quotation. Ejari is AED 177.75 or AED 220 as above. The GDRFA Dubai establishment card is AED 200 plus 5% VAT and AED 20 in dirham levies (October 2026). DET sets the licence fee by activity, and the Invest in Dubai cost calculator, as described by Gulf News in September 2026, adds about 5% of annual rent for premises-based licences.

Dubai Chamber membership is a separate fee that depends on legal form and activity. Memorandum drafting and notarisation is a separate cost whose price comes from typing centres and lawyers. Consultancies publish first-year totals for a mainland company, and they disagree on what sits inside them. Treat every such figure as vendor-quoted and ask for the lines behind it.

Ask for government fees and service fees on separate lines, with renewal. If your case has a corporate shareholder or more than three visas, the guide to choosing a business setup consultant sets out what to request. The guide to Dubai free zone companies covers the alternative route.

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Frequently Asked Questions

Can a foreigner own 100% of a mainland company in the UAE?

Yes, for most activities since 1 June 2021. Strategic-impact activities, commercial agencies and sector-regulated activities carry conditions. On local service agents, two u.ae pages (16 July and 6 April 2026) read differently, so ask the licensing authority in writing for your activity.

What is the minimum capital for a mainland LLC?

As of October 2026 the Commercial Companies Law sets none. Article 76 requires capital sufficient for the company's object, divided into equal shares and paid in full at incorporation. Banks and the visa process read the figure, so choose it with the activity and the visas in mind.

Is the Arabic or the English memorandum binding?

The Arabic text prevails. The Commercial Companies Law (Article 14) requires the memorandum in Arabic, authenticated by the licensing authority, and says that where a bilingual text exists the Arabic version governs. Read a certified translation of the Arabic text before you sign.

Do I need an office to get a mainland licence in Dubai?

In practice most Dubai mainland licences need a leased, Ejari-registered address. Whether a flexi-desk or virtual address is accepted depends on the activity and the business centre, so ask DET for your activity code before paying for a desk.

Who licenses a mainland company in each emirate?

Dubai uses the Department of Economy and Tourism, Abu Dhabi the Department of Economic Development, Sharjah the Sharjah Economic Development Department, and Ajman and Ras Al Khaimah their own departments. The federal Ministry of Economy and Tourism keeps the Commercial Register.