Company Formations and Liquidations

Premier Brains provides a complete range of company formation and liquidations services in UAE. A separate team under our associated firm professionally handles these services.

Premier Brains and its associate provide complete services in onshore as well as offshore company formation. We shall advise on ideal location/place of incorporation for your business and help with selecting the appropriate legal structure to meet your business requirements.

We have a dedicated team to assist in all the government and legal proceedings involved in the company formation. We will handle your company formation process from start to finish.

Our services include:

  • Advising on the appropriate location and structure
  • Free Zone and Offshore companies set-up
  • Professional firm, LLC, joint ventures etc. set-up
  • Setting up of branch or subsidiary
  • Issuing liquidation report
  • Preparation of resolutions and declarations
  • Completing all liquidation procedures in compliance with applicable laws

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Overview of UAE

The United Arab Emirates (UAE) is a constitutional federation of seven emirates formally established on 2nd December 1971. Abu Dhabi, Dubai, Sharjah, Ajman, Umm-al Quwain, Ras Al Khaimah, and Fujairah make up the seven emirates with Abu Dhabi as its capital.

  • Population: 7.9 million (World bank, 2011)
  • Capital: Abu Dhabi
  • Largest city: Dubai
  • Area: 83,600 sq km
  • Major language: Arabic
  • Major religion: Islam
  • Monetary unit: 1 Dirham = 100 fils
  • (UAE dirham has been pegged to USD at 3.67 dirhams per dollar)
  • Main exports: Oil, gas
  • Internet domain: .ae, International dialling code: +971, Time Zone: GMT+4

Why UAE for business set-up?

  • UAE ranks 26th out of 185 economies for the overall Ease of Doing Business. This is as per 2013 “Ease of doing business index” by World Bank
    Existence of free trade zones with 100% ownership
  • Tax efficient business environment. Currently, there is no Corporate Income tax except for foreign bank branches and oil and petrochemical companies. Free trade zones also offer exemption from corporate taxes for 15/50 years, renewable thereafter. UAE also has tax treaties with number of jurisdictions. There are no personal taxes, capital gains tax and goods and service tax or withholding tax. UAE generally levies customs duty on imported goods at the rate of 5%. Higher rates of duty apply to goods such as tobacco and alcohol. Where goods are imported into free zones, customs duty is not payable
  • Excellent Infrastructure
  • Multinational human resources
  • Robust open and competing economy
  • UAE does not generally have any currency exchange controls and
    restrictions on the remittance of funds. Further, free zone entities are expressly permitted 100% profits repatriation
  • Open trading Hub
  • Intellectual property protection
  • Investment support and promotion by the government
  • Relatively stable outlook on country risks and very convenient geographical location

Legal Business Structure in UAE

  • General partnerships
  • Limited partnerships
  • Joint participation company
  • Partnership limited with shares
  • Public joint stock company
  • Private joint stock company
  • Limited liability company
  • Branch of a foreign company

 

51% participation by UAE nationals is the general requirement for all UAE companies except:

  • In free zones. Business can be established in free zone with 100% foreign ownership
  • In activities open to 100% GCC ownership
  • Where law requires 100% local ownership
  • Where wholly owned GCC companies enter into partnership with UAE nationals
  • In respect of foreign companies registering branches or representative office where local sponsor or service agent is required
  • In professional companies where 100% foreign ownership in permitted

Free Zone – Overview

  • Over 30 free trade zones in UAE
  • 100% Foreign ownership
  • Most free zones provide 100% customs duty exemption. However customs duty is levied on
  • the goods that leave the free zone and enter the Emirates
  • Corporate tax exemption for 15/50 years
  • Free zone entities not entitled to carry out activities in the main emirate

Major Free Zones in UAE

JEBEL ALI FREE ZONE

Jebel Ali Free Zone (JAFZ) provides service, trading and industry licenses. Companies can be incorporated in Jebel Ali as totally independent Free Zone Establishments (FZE) or Free Zone Corporations (FZCO). Foreign companies are also able to establish branches in JAFZ. Minimum capital for FZE is Dhs 1 million and for FZCO is Dhs 0.5million

DUBAI AIRPORT FREE ZONE

Dubai Airport free zone is located close to Dubai International Airport and is an ideal location for service activities related to aviation industry. Minimum capital for FZE is Dhs 1 million and for FZCO is Dhs 0.5million

DUBAI INTERNATIONAL FINANCIAL CENTER

Dubai International Financial Center (DIFC) is mainly focused on the financial services industry. DIFC includes banking services, capital markets, asset management, Insurance and re- insurance, Islamic Finance. Dubai Financial Services Authority (DFSA) grants licenses and regulates the activities of financial institutions in DIFC

DUBAI TECHNOLOGY, E-COMMERCE AND MEDIA FREE ZONE

Dubai Technology, E-commerce and Media free zone (Tecom) enables Information and Communications Technology enterprises to operate locally, regionally and globally from Dubai. Company can be incorporated as Free Zone Limited Liability Companies and another option is to set-up a branch of a foreign company. Minimum capital varies, however 50,000dhs is absolute minimum

DUBAI MULTI COMMODITIES CENTER

Dubai Multi Commodities Center is a free zone authority established to support commodities industry such as Gold & Precious metals, Diamond and colored stones, Energy and other commodities industry. Investors can set-up Free Zone Limited Liability Compay or branch of a foreign company

HAMRIYAH FREE ZONE

Hamriyah Free Zone (HFZ) is located in Sharjah. Almost any activity is allowed under HFZ as long as activity is environment friendly and in accordance with local rules. In HFZ, Investors can set-up branch or FZE or FZCO. Minimum capital requirement for both FZE and FZCO is Dhs 150,000

RAS AL KHAIMAH FREE TRADE ZONE

Ras Al Khaimah Free Trade Zone (RAKFTZ) has been awarded as Best emerging free zone and is conveniently located as 45kms from Dubai. Its is one of the cost effective free zones in the region and offers a customer friendly environment. RAKFTZ Authority has created a system of unique free zone parks which suits the needs of every investor according to the requirements

Entities Structure in UAE

SOLE PROPRIETORSHIP
  • 100% registration in the name of the individual
  • Generally restricted to UAE nationals and other GCC nationals
  • Some professional activities are permitted to be carried on by foreigners as sole proprietorship subject to fulfillment of professional qualifications. In these cases, local service agent (UAE national) who acts as sponsor is required to be appointed
GENERAL PARTNERSHIP
  • Formed by two or more UAE nationals
  • Jointly and severally liable for the partnership debts
  • This form generally not available to non-UAE nationals
LIMITED PARTNERSHIP

One or more general partners who are jointly and severally liable for all debts and one or more limited partners who are liable only to the extent of the capital contribution. All general partners must be UAE nationals whereas limited partners can be non-UAE nationals

PARTNERSHIP LIMITED BY SHARES
  • Similar to limited partnership but with negotiable shares
  • Company must have minimum capital of Dhs 500,000 and has to be divided into negotiable shares of equal value.
JOINT VENTURES
  • Contractual agreement between two or more legal persons who are already registered in UAE
  • Objectives and terms are governed by joint venture contract
  • Local equity participation in the joint venture must be atleast 51%, but the profit and loss distribution can be described
  • Suitable for companies working together on specific projects
LIMITED LIABILITY COMPANIES
  • Formed by minimum of 2 and maximum of 50 persons whose liability is limited to the value of their shares in the company`s capital
  • 51% to be held by UAE nationals
  • No Minimum capital requirement
  • Profit or loss distributed equally among the partners unless Memorandum of association specifies otherwise
  • Limited liability companies can engage in any lawful activity except banking , insurance or investment of funds for third parties
PUBLIC SHAREHOLDING COMPANIES
  • Minimum 55% participation by general public
  • Shareholder liable only to the extent of his share in the capital
  • Minimum capital is Dhs 10million
  • Must have at least 10 founders unless a government entity is involved, in which case number of founders may be lower
  • Banking, insurance or financial companies are required to be run as public shareholding companies. Foreign companies in this category are allowed to operate as branches or representative office
PRIVATE SHAREHOLDING COMPANIES
  • Minimum 3 shareholders
  • Same statutory provisions as public shareholding companies
  • Minimum capital of Dhs 2million
BRANCH OF FOREIGN COMPANY
  • No separate legal entity. Represents the head office company and carries out business in its name
  • UAE local service agent is required
  • Ownership and financial liability is with the head office company
  • Branches need to register with Ministry of Economy, Foreign companies register and Dubai economic department

UAE Offshore – JAFZA/RAK

RAK OFFSHORE
  • Governed by RAK Investment Authority-International business Companies regulations 2006
  • No corporate or personal taxation
  • 100% foreign ownership (no local sponsor required)
  • Limited liability company. Minimum share capital of only Dhs 1,000
  • Minimum number of shareholders and directors is one
  • Ability to maintain corporate bank accounts in UAE
  • Asset protection and planningConfidentiality of execution

A RAK Offshore Company can only be incorporated by a Registered Agent and Premiere Brains Accounting & Auditing (PBS) is one of the Registered Agents for incorporating Offshore Company regulated under Ras Al Khaimah Investment Authority. PBS offers a full range of corporate services to its clients through tax effective offshore structures primarily in the United Arab Emirates. Our range of services include incorporation, management and administration of the offshore company, establishment of bank accounts with prime banks in UAE, accounting and financial consultancy services.

JAFZA OFFSHORE
  • Governed by Jebel Ali free zone offshore companies regulations 2003
  • No corporate or personal taxation
  • Even single individual or corporate can act as member or shareholder of company
  • No exchange controls
  • No restriction on minimum capital
  • Minimum of 2 directors
  • Company can have local bank account
  • Mandatory to have an approved registered agent
  • Full repatriation of profits and capital is allowed

Premier Brains is registered agent for JAFZA Offshore.

Establishing business in UAE

  • Individual emirates and federal government regulate economic activity
  • Registration required with economic department and chamber of commerce of the relevant emirate
  • Certain businesses required specific ministry approvals such as banks and financial institutions, manufacturing, pharmaceutical and medical products
  • Requirements for company registration depend on the type of business entity being established