UAE Law and Practice Contributed by: Amir Alkhaja, Gerry Rogers, Daria Selivanova and Danila Kriuchkov, Habib Al Mulla & Partners
3.2 Incorporation Process Mainland (Onshore) Incorporation
NOCs if required for any individual already spon - sored in UAE, etc) to the DED for final issuance. Labour and immigration setup A new company shall open accounts with the Ministry of Human Resources and Emiratisation (MOHRE) and the General Directorate of Resi - dency and Foreigners Affairs (immigration) to be able to hire employees and sponsor visas. This involves e-signature card issuance and register - ing a PRO (government liaison). Bank account and capital deposit Although UAE no longer mandates a minimum capital or a bank certificate, practically banks may require evidence of capital inflow. The com - pany should open a corporate bank account (which, due to compliance checks, can take a couple of weeks). Following the removal of the UAE from the FATF grey list, the UAE banks apply strict compliance checks (KYC/CDD) to their customers. In some cases, opening a bank account with a UAE bank may become a long process, taking up to one year. Free Zone Incorporation Setting up in a free zone is generally even more streamlined. The investor contacts the free zone authority (eg, Jebel Ali Free Zone, DMCC, ADGM, etc) and provides an application with business plan, passport copies and preferred company name. Free zones often have no notarisation requirement; the authority prepares the articles and the investor signs in front of the zone staff. Free zone companies can sometimes be incor - porated within a few days, especially if using flexi-desk facilities provided by the free zone.
Setting up an LLC or other company onshore in the UAE involves several steps, typically co-ordi - nated through the relevant Emirate’s Department of Economic Development (DED). The process has become more streamlined and can often be completed within one to two weeks (or even faster for straightforward setups). Trade name reservation Choose a company name that meets the UAE naming rules (no offensive or religious terms, must not conflict with existing names, etc). The name is reserved with the DED. This can often be done online within a day. Initial approval Submit an application for initial approval of the business activity and ownership structure to the DED. After a basic security clearance for foreign shareholders, DED issues initial approval in a few days. Memorandum of association (MoA) and constitution documents Draft and sign the MoA (and articles of associa - tion, if a JSC) in the standard format. The MoA will outline the shareholdings, capital, manage - UAE companies must have a physical office address (subject to exceptions like flexi desk or virtual office). The applicant secures a lease for office or warehouse space and obtains a tenancy contract registered with Ejari (Dubai’s system). Final Licence application Submit the notarised MoA, lease and supporting documents (shareholder IDs, passport copies, ment and object of the company. Lease premises and obtain Ejari
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