How to Set Up a 100% Foreign-Owned Company in UAE: 2026
Foreign investors can now own 100% of a mainland company in the UAE. This has been the legal position since 1 June 2021, confirmed and consolidated by Federal Decree-Law No. 32 of 2021 on Commercial Companies. You no longer need a UAE national shareholder, silent partner, or local service agent to incorporate and operate on the mainland.
This guide explains exactly how the law works, which activities qualify, how to incorporate step by step, what government fees apply, how visas are allocated, and how UAE corporate tax affects your business. Every fact in this article is sourced directly from official UAE government portals.
If you are comparing free zone versus mainland including the impact of the 2025 Dubai mainland access rules for free zone companies that analysis is in our companion article: “UAE Free Zone vs Mainland: Which Is Right for Your Business in 2026?”
The Law That Made 100% Foreign Ownership Possible in the UAE
The change came in two stages, both originating from the UAE federal government.
Federal Law No. 2 of 2015 the old regime
Under Federal Law No. 2 of 2015 on Commercial Companies, mainland companies were required to have at least 51% UAE national shareholding. Foreign investors were capped at 49%. Branches of foreign companies needed a UAE national service agent.
Federal Decree-Law No. 26 of 2020 the first amendment
In November 2020, the UAE government issued Federal Decree-Law No. 26 of 2020, which eliminated the mandatory 51% Emirati shareholding and abolished the local agent requirement for foreign company branches. This came into effect on 1 June 2021.
Federal Decree-Law No. 32 of 2021 the current governing law
Federal Decree-Law No. 32 of 2021 on Commercial Companies came into force on 2 January 2022, replacing Federal Law No. 2 of 2015 in its entirety. This is the law that governs mainland company formation today.
Which Business Activities Qualify for 100% Foreign Ownership?
The default position under Federal Decree-Law No. 32 of 2021 is that 100% foreign ownership is permitted. There is no positive list to check. The only restriction is a short negative list of sectors.
Strategic impact activities where restrictions apply
Cabinet Resolution No. 55 of 2021 (the Strategic Impact Resolution), effective 1 June 2021, lists the sectors where Emirati shareholding is still required. For these activities, the relevant federal regulator determines the permitted level of foreign ownership on a case-by-case basis.
Restricted sectors under Cabinet Resolution No. 55 of 2021:
- Security, defence, and military activities
- Banking, financing, and exchange houses
- Insurance activities
- Telecommunications services
- Hajj and Umra services
- Quran memorisation centres
- Currency printing
- Fisheries services (foreign participation prohibited entirely)
Commercial agencies a separate exception
Commercial agencies governed by Federal Law No. 18 of 1981 on Commercial Agencies remain a separate exception. Commercial agents representing foreign principals on an exclusive basis must be UAE nationals or UAE-national-owned companies.
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Types of Company a Foreign Investor Can Form on the UAE Mainland
| Structure | Min. Shareholders | Key Feature |
| Limited Liability Company (LLC) | 2 (max 50) | Most common for foreign investors; limited liability; no minimum capital for most activities |
| Private Joint Stock Company (PrJSC) | 2 | For larger ventures or pre-IPO structures; higher capital thresholds apply |
| Branch of Foreign Company | Parent company | Extension of parent; no local agent required since June 2021 |
| Representative Office | Parent company | Promotion only; cannot generate UAE revenue; no local agent required |
Step-by-Step Process: How to Incorporate a 100% Foreign-Owned UAE Mainland Company
The steps below reflect the standard process for a mainland LLC in Dubai or Abu Dhabi. Sequence may vary by emirate and activity.
- Choose your business activity and legal structure. Every UAE trade licence is tied to specific activity codes on the relevant DED or emirate authority list. Some activities require additional sector approvals (health authority, education authority). Strategic impact activities trigger the ownership approval process described in Section 2 above.
- Reserve and register a trade name. Apply to the DED (Dubai) or ADDED (Abu Dhabi) to reserve a trade name. The name must not be already registered and must comply with the authority’s naming guidelines.
- Submit an initial approval application. Initial approval confirms the authority has no objection in principle. For activities requiring sector-specific ministry approvals, the DED or ADDED will advise on which additional approvals are needed before the licence can be issued.
- Prepare and notarise the Memorandum of Association (MOA). The MOA sets out the company name, address, activities, share capital, and shareholder details. For a 100% foreign-owned LLC, it will show the foreign shareholder holding 100% of share capital. Notarisation is handled through the UAE notary public service (Dubai Courts notary in Dubai).
- Obtain the trade licence. Submit the full application to the DED or ADDED. The trade licence authorises you to carry out your stated activities in the emirate and must be renewed annually.
- Set up office and open a bank account. A mainland company must have a physical address (Ejari in Dubai, Tawtheeq in Abu Dhabi). Once the licence and tenancy contract are in place, apply to a UAE bank for a corporate account.
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Documents Required to Register a 100% Foreign-Owned Company in UAE
Standard document set for a foreign individual shareholder forming an LLC:
- Passport copy (all shareholders and managers)
- Passport-size photographs
- Completed application forms (DED or ADDED)
- Trade name reservation certificate
- Initial approval certificate
- Notarised Memorandum of Association
- Tenancy contract (Ejari or Tawtheeq) for the registered office
- No Objection Certificate (NOC) from current UAE sponsor, if the shareholder is on a UAE residence visa
For corporate shareholders, additionally:
- Board resolution and power of attorney
- Certificate of incorporation and company documents of the parent company (attested and translated into Arabic)
All foreign documents must be attested by the UAE Ministry of Foreign Affairs and the relevant country’s embassy in the UAE or the UAE embassy in that country.
Government Fees for UAE Mainland Company Formation
Fees vary by emirate, activity type, and legal form. The figures below are indicative for Dubai (DED) and Abu Dhabi (ADDED) for a standard commercial LLC. Verify against current published fee schedules before applying.
| Fee Item | Dubai (DED) AED | Abu Dhabi (ADDED) AED |
| Trade Name Reservation | AED 620 – 720 | AED 300 – 500 |
| Initial Approval | AED 100 – 150 | AED 150 – 200 |
| MOA Notarisation | AED 500 – 1,500 | AED 500 – 1,500 |
| Trade Licence Fee | AED 8,000 – 25,000+ | AED 7,000 – 20,000+ |
| Commercial Registration | AED 1,500 – 2,000 | AED 1,000 – 2,000 |
| Estimated Minimum Total | AED 12,000 – 30,000+ | AED 10,000 – 25,000+ |
Figures cover government fees only. Professional service fees, typing centres, and sector-specific ministry approval fees are additional
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Minimum Share Capital Requirements for a UAE Mainland Company
There is no general statutory minimum share capital for an LLC under Federal Decree-Law No. 32 of 2021.
Certain regulated activities impose their own capital requirements through their sector regulators for example, the UAE Central Bank for financial services entities, and health authorities for pharmaceutical distribution businesses. Check the applicable regulator directly for your sector.
Visa Quota and Employment Sponsorship for a UAE Mainland Company
A mainland company can sponsor employment visas and investor or partner visas. Quota is not fixed by package it is linked to physical office space and is supervised by the Ministry of Human Resources and Emiratisation (MOHRE) in conjunction with the General Directorate of Residency and Foreigners Affairs (GDRFA).
Standard formula: approximately one visa per 9 square metres of licensed office space for most commercial and professional activities. Industrial licences use a different formula linked to factory floor area.
As office space grows, visa quota can be increased. This makes mainland particularly suited to businesses planning to scale UAE headcount.
Emiratisation (NAFIS programme): private sector companies employing 50 or more people in qualifying categories are required to meet UAE national hiring quotas, enforced by MOHRE through quarterly targets via the Tasheel service.
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UAE Corporate Tax: What Every 100% Foreign-Owned Mainland Company Must Know
The UAE introduced a federal corporate tax under Federal Decree-Law No. 47 of 2022 on the Taxation of Corporations and Businesses. It is administered by the Federal Tax Authority (FTA) and applies to financial years commencing on or after 1 June 2023.
| Corporate Tax Rule | Detail |
| Rate on Income Above AED 375,000 | 9% |
| Rate on Income Up to AED 375,000 | 0% |
| Registration Requirement | All mainland companies must register via EmaraTax (Federal Tax Authority) regardless of income level |
| Small Business Relief | Available to businesses with annual revenue not exceeding AED 3,000,000 elects taxable income to zero for the period |
| VAT | 5% under Federal Decree-Law No. 8 of 2017; mandatory registration once taxable supplies exceed AED 375,000 in any 12 months |
| Transfer Pricing | Applies to transactions between related parties from the 2023 tax year |
| Withholding Tax | None on dividends, interest, or royalties under current legislation |
Key Benefits of Setting Up a 100% Foreign-Owned UAE Mainland Company
- Full ownership and control 100% economic interest and management authority with no local partner sharing equity or profits
- Unrestricted UAE market access sell directly to any customer across all seven emirates
- Government tender eligibility most government procurement requires a mainland licence
- Operational flexibility open branches and offices in any emirate from a single licence
- Flexible visa quota linked to office space, scalable as the business grows
- No profit repatriation restrictions UAE imposes no controls on remitting profits or capital
- Access to UAE’s 130+ bilateral double taxation treaties Ministry of Finance confirmed network
- Zero personal income tax individual shareholders pay no tax on dividends or capital distributions
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Practical Tips for Foreign Investors Setting Up on the UAE Mainland
- Verify your activity code before applying. The DED and ADDED each maintain their own official activity lists. Using the wrong code can delay your licence or require costly amendments.
- Start sector ministry approvals first. Activities in healthcare, financial services, or education require approvals that take 4–8 weeks. Do not leave them until after you apply for the trade licence.
- Negotiate Ejari/Tawtheeq into your office lease contract. Some landlords charge separately, but it is a mandatory part of the visa quota application.
- Register with the Federal Tax Authority on EmaraTax immediately after licence issuance. Late registration penalties apply even if revenue is below the tax threshold.
- Keep all company documents in UAE-attested, Arabic-translated form from day one. Banks, government portals, and future investors will all require attested copies.
Frequently Asked Questions About 100% Foreign Ownership in UAE
Yes. Under Federal Decree-Law No. 32 of 2021 on Commercial Companies, foreign nationals of all nationalities can fully own mainland UAE companies for the vast majority of economic activities. Exceptions apply to strategic impact sectors listed in Cabinet Resolution No. 55 of 2021.
No. The requirement for a UAE national sponsor or service agent for mainland companies and foreign company branches was removed by Federal Decree-Law No. 26 of 2020, effective 1 June 2021, and is not reinstated in the current law (Federal Decree-Law No. 32 of 2021).
No. The Ministry of Economy confirms that the Commercial Companies Law does not impose a minimum capital amount for LLCs. However, regulated sectors such as banking, insurance, and certain healthcare activities impose their own capital requirements through their sector regulators.
For a standard commercial LLC with no additional ministry approvals, typically 5–10 working days from submission of the complete document set. Activities requiring sector-specific approvals (healthcare, financial services, education) take longer, typically 4–8 weeks depending on the regulator.
Yes. Federal Decree-Law No. 47 of 2022 applies to all businesses including 100% foreign-owned mainland companies. The rate is 9% on taxable income above AED 375,000. You must register with the Federal Tax Authority via EmaraTax regardless of income level.
Yes. Visa quota is linked to licensed office space (approximately one visa per 9 square metres for most activity types) and can be scaled as office space grows.
