Dubai gives you two primary routes to company formation: a free zone licence or a mainland LLC. Both allow 100% foreign ownership today. The right choice turns on where your customers are, how many visas you need, and whether you want to bid for government contracts.
Dubai gives you two primary routes to company formation: a free zone licence or a mainland LLC. Both allow 100% foreign ownership today. The right choice turns on where your customers are, how many visas you need, and whether you want to bid for government contracts.
What Changed in 2021
The landmark revision to the UAE Commercial Companies Law (Federal Decree-Law No. 32 of 2021) removed the historic requirement for a UAE national to hold at least 51% of any mainland LLC. For the vast majority of commercial, professional, and industrial activities, foreign investors can now own 100% of a mainland company outright. This significantly narrowed the traditional advantage of free zones.
Still restricted
A small number of activities, primarily in defence, security, certain transport services, and telecommunications infrastructure, remain on the UAE's Negative List and still require a UAE national shareholder. Your specific activity should be verified against the current DED and ministerial approved lists before incorporation.
Mainland LLC: Key Facts
- Licensed by the Department of Economic Development (DED) in Dubai, or the relevant authority in other emirates.
- Can trade directly with any customer anywhere in the UAE, no distributor required.
- Eligible to bid for UAE government and semi-government contracts and tenders.
- Can open offices, warehouses, or retail branches in any UAE location.
- Visa quota is not capped by package, it scales with your licensed office space (approximately one visa per 9 sq m of office under Ministry of Human Resources guidelines).
- For professional licence activities (consulting, law, accounting), a Local Service Agent (LSA) is required but holds no ownership stake and receives a fixed annual fee.
- Government fee (DED trade licence) typically AED 10,000–15,000 depending on activity, plus initial approval and MOA notarisation fees totalling AED 15,000–25,000 for a standard LLC.
Free Zone Company: Key Facts
Free zones are special economic areas established by UAE federal or emirate authorities to attract foreign investment. There are over 45 free zones in the UAE today, each regulated by its own authority. The most prominent in Dubai include DMCC, DIFC, Jebel Ali (JAFZA), Dubai Internet City, and Dubai Media City. IFZA and SHAMS (Sharjah) are popular options for SMEs due to lower costs.
- 100% foreign ownership has always been permitted, this was the original attraction before the 2021 mainland reform.
- Full profit repatriation: no restrictions on transferring funds out of the UAE.
- Qualifying Free Zone Persons (QFZPs) can access a 0% corporate tax rate on qualifying income under the UAE Corporate Tax Law (effective June 2023). Non-qualifying income is taxed at 9%.
- Setup is typically faster, IFZA and SHAMS issue licences within 1–3 business days after document submission.
- Visa quota is tied to your office package: a standard flexi-desk package typically allocates 1–6 investor visas. Larger office space unlocks more.
- Generally restricted from selling directly to UAE mainland customers. To serve mainland clients, you either appoint a mainland distributor or set up a separate mainland branch (at additional cost).
- Free zone companies cannot participate in UAE government tenders.
Side-by-Side Comparison
| Factor | Mainland LLC | Free Zone |
|---|---|---|
| UAE market access | Unrestricted | Via distributor or mainland branch only |
| Foreign ownership | 100% (most activities) | 100% |
| Government tenders | Eligible | Not eligible |
| Visa quota | Unlimited (office size dependent) | 1–6+ per office package |
| Setup time | 3–7 business days | 1–3 business days |
| Government fees from | AED 15,000 | AED 10,900 |
| Corporate tax | 9% above AED 375,000 | 0% on qualifying income (QFZP) |
| Office requirement | Physical office required | Flexi-desk available |
| Prestige / banking | Generally easier banking | Variable by free zone |
When to Choose Mainland
- Your primary customers are UAE-based businesses or consumers.
- You want to bid for government or public sector contracts.
- Your activity requires a physical retail presence, restaurant, or clinic in a specific UAE location.
- You need a large visa quota for a growing local team.
- You are in a sector where free zone licences are not available (e.g. real estate brokerage, labour supply).
When to Choose Free Zone
- You are running an international trading, e-commerce, or consulting business and your clients are primarily outside the UAE.
- You want the lowest possible setup cost and a fast launch.
- You want to benefit from the 0% corporate tax rate as a Qualifying Free Zone Person.
- You are a freelancer or solo founder who needs a legal entity but not a full office.
- You are building a holding structure to own subsidiaries or intellectual property.
The Hybrid Approach
Many businesses operate a free zone entity for their international or digital revenues and a separate mainland branch or LLC for UAE-market sales. This structure separates income streams cleanly, though it involves maintaining two licences and two sets of compliance obligations. Regulo's advisors model the cost and tax implications of both single and dual-structure setups during your consultation.
Bottom line
If more than 50% of your revenue will come from UAE-based clients, mainland is usually the cleaner choice. If you are primarily serving international markets or building a holding structure, a free zone delivers better economics and faster setup.
Ready to set up your UAE company?
Book a free 30-minute consultation with a Regulo advisor. We will walk through your specific situation and give you a clear cost and timeline.
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