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Company Formation

Company Formation


Establishing business in UAE or Dubai in particular, is an excellent way to legitimately book international profits without paying any tax. Besides, there are no capital gains or personal income taxes in UAE.

We assist clients to set up their business in UAE/Dubai. We manage the complete company formation process – strategic recommendations, negotiations with local stakeholders, documentation formalities – the entire assistance towards business floatation.

UAE Business Environment

UAE offers incoming businesses all the advantages of a highly developed economy. The infrastructure and services match the highest international standards, facilitating efficiency, quality and service. Among the benefits are:

  • Free enterprise system
  • Highly developed transport infrastructure
  • State-of-the-art telecommunications
  • Sophisticated financial and services sector
  • Top international exhibition and conference venue
  • High quality office and residential accommodation
  • Reliable power, utilities etc.
  • First class hotels, hospitals, schools, shops etc. Cosmopolitan lifestyle
UAE Business Climate
  • No personal income and capital taxes
  • No corporate taxation
  • 100% repatriation of capital and profits
  • No currency restrictions
  • Competitive import duties (5% with many exemptions)
  • Modern efficient communication facilities
  • Abundant and inexpensive energy supply
  • Simple staff recruitment procedures
  • Competitive freight charges
  • Competitive real estate costs
  • Easy access to both sea and airports

The word “offshore” is mainly based on executing, managing and operating in foreign countries with benefits in financial, legal and tax. Kingsway helps in offshore company formation in UAE. So the offshore company formation is the process in which the company operated or managed outside of the country in which it is registered or outside of the country in which owners and shareholders have residence.

Benefits of Offshore Company Formation in UAE
  1. Exemption from Corporate Taxes: At present there is no personal tax or corporation tax imposed neither at the Emirates level nor at the federal level with limited exceptions, such as oil and foreign banks. However, Municipal fees and duties are imposed in relation to certain special commodities, such as liquor and tobacco and this freedom from tax will equally apply to offshore companies.
  2. 100% Foreign Ownership: The International Companies Regulations requires no local shareholding in an offshore company as opposed to the companies incorporated in mainland of UAE, which requires mandatory local shareholding. Therefore, foreign investors either individual or corporate entities may own 100% share equity.
  3. Simple Registration Procedures and Cost Efficiency: The registration process is simple and expeditious and can be completed within 3 to 4 working days upon submission of the required documentation. Incorporation cost is relatively low as compared with other entities incorporated in free zones or mainland of individual emirates.
  4. Low Operational Costs: Offshore Companies are not subject to any registration conditions with regard to the leasing of premises, the provision of guarantees and employment of staff. Offshore Companies may conduct the offshore company business through the office of registered agents like Law Firms and Accountant approved by the registrar and through whom communication with the company can be maintained.
  5. Share Capital: There is no requirement for any minimum share capital, although the registrar may require that the paid up capital of the company be commensurate with its proposed activities.
  6. Transferable Shares: Shares in offshore companies are easily and freely transferable by a written instrument.
  7. Limited Liability: The liability of shareholders in an offshore company is limited to their share in the capital of the company. The regulation requires that the name of the offshore company shall end with “Limited”.
  8. Other Benefits: An Offshore Company formation in UAE can be used for international trading, asset protection, tax planning, acquiring real estate properties in the designated areas of UAE, holding, becoming partners and acquiring shares of the other companies, trust funds etc. Capital requirement is only symbolic. Identity of beneficial owners will be kept confidential by law unless there is suspicion of criminal activity. An Offshore Company may open an account in the UAE bank/s and operate such accounts. The offshore company shall also have the option of choosing the governing law, either the UAE Law or the law of the applicant country.
Restrictions on the activities of Offshore Companies
  1. The activities expressly prohibited under the regulations are banking, insurance and financial services. The Authorities shall have the power to add other activities to the list of prohibited activities.
  2. UAE Offshore Company formation are not generally permitted by the Regulations to carry on any commercial operations within the UAE.
Offshore Company Formation in UAE – Exceptions
  1. Offshore Companies may own or rent real estate properties in the designated areas of UAE or any other real property approved by the Ras Al Khaimah Free Zone Authority.
  2. An Offshore Company may also open an account in the UAE bank/s and operate such account/accounts.
  3. An Offshore Company wishing to conduct trade or any other business within the UAE free zones, or elsewhere in the UAE, must obtain an appropriate License from the competent authorities. This exception to the rule would enable an offshore company wishing to conduct trade or business in the UAE to form, or participate in the formation of, a subsidiary in a UAE Free Zone or onshore UAE and thereafter engage in UAE business in accordance with applicable Licensing regulations.
Offshore Company Formation in UAE – Requirements

Offshore Company formation in UAE process is initiated by one or more persons, who may be either natural or juristic, submitting a signed application form to the registrar of offshore companies, together with the relevant prescribed supporting documents.

It is sufficient to state that the object of the offshore company is to engage in any lawful act or activity for which offshore companies may be organized under the regulations. The proposed capital of the offshore company shall be stated in the application form. The information required on an application form should include the full names and addresses of the shareholders, the number of shares proposed to be held by them and the value of the shareholdings. In addition the names and addresses of the directors (minimum 1 director shall be nominated, shareholders may nominate any other person/persons to act as director/s of the company), name and addresses of the registered agents and any other particulars that the registrar may require. The application form should also be accompanied by the offshore company’s proposed memorandum and articles of association.

In addition to the application for registration of the offshore company and the proposed memorandum and article of association, the following documents needs to be submitted to the Registrar:

Individual applicant:

  • Personal profile of applicant
  • Passport copy of applicant
  • Bank reference letter
  • Proof of residence (utility bills like water/electricity bill evidencing the address of the applicant)
  • Director’s passport copy (shall be one director minimum, shareholder can also become a director)
  • Power of Attorney in favor of our office to pursue the incorporation process. (Draft will be provided by us) notarized and legalized up to the UAE Embassy/consulate in the country of execution.

Corporate Applicant:

  • Certificate of registration of the company duly legalized and attested by the UAE Embassy/Consulate in the country of origin.
  • Certificate of good standing of the company duly legalized and attested by the UAE Embassy/Consulate in the country of origin.
  • Memorandum and Articles of Association of the company (Applicant Company) duly legalized and attested by the UAE Embassy/Consulate in the country of origin.
  • Bank Reference letter.
  • Board resolution calling for the establishment of an offshore company, appointment of directors (minimum one director) and appointing our office as the company legal representative duly attested by the UAE Embassy/consulate in the country of origin.

Upon submission of all the required documents and payment of the prescribed fees, the registrar issues a certificate of incorporation evidencing the incorporation and also allocates a registration number to the offshore company.

We are registered agent and one of the market leaders in offshore business consultancy offering solutions to clients looking to minimize taxes, protect assets and limit liabilities.

We offer

  • Registered Office with PO Box
  • Registered agent
  • Preparation of Memorandum and Articles of Association
  • Preparation of registration forms
  • Preparation of Incorporation certificate
  • Assisting in opening a multi-currency bank account
  • Filing with the registrar of companies

Free Zones are special economic zones set up with the objective of offering tax free, and free customs duty benefits to expatriate investors. Free zones are designed for boosting international business by providing complete ownership to the foreign investors. Free Zones in Dubai and the UAE are governed pursuant to a special framework of rules and regulations applicable to concerned free zone. Free zones in Dubai are managed and operated by free zone authority. These free zones operate outside the federal Law or Laws of Ministry of Labor. A free zone company is the most fruitful legal entity that not only offers the benefit of 100% ownership to the investors or entrepreneurs but a host of other exclusive advantages that other legal forms do not have. Normally for setting up companies in UAE mainland, the expatriates need a local sponsor but through free zone companies the expatriate can set up their business without the local sponsor and he can enjoy 100% repatriation of capital profits. A free zone offers 100 % corporate and personal income tax benefit.

Most of the free zones in Dubai broadly offer trading, service, industrial, national industrial, and branch licenses to investors looking to set up their businesses. In UAE free zones are either attached to a port or industry specific.

In free zones you can set up different types of companies based on your requirements.

  • Free Zone Establishment (FZE) – Single shareholder
  • Free Zone Company ( FZC) – Two or more shareholders
  • Branch Company – Branch of local company or branch of foreign company
Sole Establishment

It is an establishment owned by a sole proprietor to operate an economic activity (commercial, professional, industrial, agricultural or real property). An establishment’s financial liability is linked to the proprietor who shall be responsible for all its financial obligations.

Civil Company / Professional Firm Setup Services

We supervise the entire process of establishing your professional firms. It includes strategic inputs, help select local service agents, assist to select locations, organize business plan, and also handle paperwork and documentation formalities.

Limited Liability Company

UAE allows LLCs to flexible, differential profit sharing arrangements. This permits the foreign investor a great edge as the 51% local equity rule is in most cases.

Limited Liability Company can be formed by a minimum of two and a maximum of fifty shareholders whose liability is limited to their shares in the businesses capital. Most companies with foreign partners have opted for the Limited Liability Company, due to the fact that this is the only option that’ll give maximum legal ownership i.e. 49% to the expatriates for a local business. As it is mandatory to have a UAE national as a partner in the LLC prospective investor has the option to choose the one UAE national (sponsor) as a partner in the company. The span of time to form a company will be approximately 1-2 weeks from the date of receipt of all documents.

Branch and Representative Office

We undertake to assist the A to Z procedures relating to Branches and Representative Offices in UAE from

Joint Venture

We have expertise to assist all joint venture operations setup in UAE. We initiate dialogue and contacts with potential partners, set strategic direction, co-ordinate your business plan, and also handle paperwork and documentation formalities.

  • Minimum Local equity participation of 51%
  • Profit and loss distribution can be mutually agreed

So you can hold 49% equity and eligible for a higher share of profits.

Public & Private Shareholding Company

We organize to establish shareholding companies in UAE from inception to conclusion We give strategic inputs, assist to help decide company structure, select local partners, choose exclusive office locations, organize business plan, and also handle documentation formalities.

Salient features

  • Minimum capital required for a public shareholding company is AED. 10 million (US$ 2.725 million)
  • Minimum capital required for a private shareholding company is AED. 2 million (US$ 0.545 million)
  • UAE nationals are appointed as Chairman/ Director

Types of Licenses Issued in UAE

Trade License

Trade license is issued to a natural or juridical person to practice any trading activity for the purpose of profit making through buying and selling of goods. These licenses are issued for engaging wholesale or retail trade enterprises, contractors, hotels, transport and storing establishments etc., A Trading License can be a General Trading or Specific Trading. A specific trading license limits the scope of activities to trade in only closely related items. [For example, a company cannot trade in building materials, if its licensed activity is trading in computer peripherals.]

Industrial License

An industrial license is issued to a natural or juridical person to practice any investment activity, the object of which is to discover natural resources or transform raw materials in terms of its structure or appearance into manufactured products or to transform the semi-manufactured products into fully manufactured products by using mechanical power and segregate the products, filling, assembling or packing them.

Professional License

A professional license is issued to a natural or juridical person to practice any profession in which he depends on his physical or mental efforts rather than depending on a cash capital. This license is issued to practice certain professions such as engineering consultancy, other consultancy services and studies, auditing and accounting, business set up, company formation, medical and educational services and similar services.

Prior to operating any business in UAE, it is first necessary to follow the steps outlined below in order to meet the legal requirements of all concerned government authorities and to guarantee maximum commercial benefit for the business owner:

  • Determine the category/categories (commercial, industrial and/or professional) and type of business activity/activities to be practiced.
  • Determine the appropriate business legal form taking into consideration the desired business activity/activities and the number and nationalities of the business owners.
  • Determine and register the trade name of the business.
  • Submit the company registration application and the proposed company name to the Department of Economic Development (DED) for an initial approval.
  • Notarize the company’s Memorandum of Association.
  • Leasing premises and contact the counter of the Planning Department of Dubai Municipality in order to verify that the said premise is suitable for the business.
  • File company documents with the Department for Economic Development (DED) and obtain trade license and the Chamber of Commerce and Industry.
  • Make a name board.
  • Apply for establishment card at the Ministry of Labor.
  • Register native workers with the Ministry of Labor.
  • Register native workers with the General Authority for Pension and Social Security.

United Arab nationals may operate all commercial, professional and industrial activities, when they fulfill all Terms and Conditions. GCCC nationals may carry on most commercial, professional and industrial activities, when they fulfill all Terms and Conditions (except for activities of Hajj and Umrah, trade agencies, houses of disabled and old people, community service, and journals and magazine publishing and printing houses as they are limited only to United Arab Emirates nationals). Fifty-one per cent participation by UAE nationals is the general requirement for all UAE established companies except:

  • Where the law requires 100% local ownership.
  • In the Free Trade Zones where 100% foreign ownership is permitted.
  • In activities open to 100% AGCC ownership.
  • Where wholly owned AGCC companies enter into partnership with UAE nationals.
  • In respect of foreign companies registering branches or a representative office in UAE.
  • Professional or artisan companies where 100% foreign ownership is permitted.

The different categories of business organization defined are:

  • General partnership company
  • Partnership-en-commendam
  • Joint venture company
  • Public shareholding company
  • Private shareholding company
  • Limited liability company
  • Share partnership company

Free Zones of UAE

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  • Dubai Airport Freezone
  • Dubai Silicon Oasis
  • Jebel Ali Free Zone
  • Dubai Multi Commodities Center
  • Dubai Internet City
  • Dubai Media City
  • Dubai Studio City
  • Dubai Academic City
  • Dubai Knowledge Village
  • Dubai Outsource Zone
  • Enpark
  • Intl Media Production Zone
  • Dubai Biotech Research Park
  • Dubai Auto Zone
  • Masdar City Zone
  • Abu Dhabi Ports Company
  • Abu Dhabi Airport Free Zone
  • Khalifa Industrial Zone
  • Gold and Diamond Park
  • Dubai Healthcare City
  • Dubai Intl Financial Centre
  • Dubai Logistics City
  • Dubai Maritime City
  • Dubai Flower Centre
  • Intl Humanitarian City
  • Sharjah Airport Free Zone
  • Hamriyah Free Zone
  • Ahmed Bin Rashid FZ
  • Ajman Free Zone Authority
  • RAK Investment Authority
  • RAK Free Zone
  • RAK Maritime City
  • Fujairah Free Zone
  • Fujairah Creative City