Business Incorporation in Dubai

ADAM Business Advisors is a British owned, Dubai based Business Services Firm established since 2002. The combined experience of our management team is over a hundred years with wide-ranging activities in Europe, Middle East and Asia and a personal entrepreneurial perspective that can be your competitive edge. By working with us, you will quickly discover our ethics of service quality and attention to detail.

Our Directors qualifications from The Institute of Directors, a UK-based organization, incorporated by royal charter in 1903 to support, represent and set standards for company directors.

Fundamental to our business development strategy, is our continuing focus and commitment to providing highly relevant cost-effective business solutions. In support of those solutions we provide consultancy, business investment advice and corporate finance service.

Our clients range from large, multi-million dollar firms to entrepreneur individuals relocating to Dubai. We enjoy a proven reputation of trust and efficiency, because we conduct our business dealings in a consistent and professional manner. This will be evident to you from your very first phone call
We provide offshore company incorporation services provider offers assistance on all aspects of company formation in the UAEand the GCC countries. While based in the UAE, we offer comprehensive offshore company formation solutions, especially Dubai company incorporation as well as in the Free Trade Zones all over UAE. We have already rendered our assistance to more than 500 companies to set up their operations in UAE.

A BUSINESS GUIDE FOR THE FORMATION OF A COMPANY IN UAE
• Doing Business in UAE
• Free Zones in UAE
• Offshore Companies
• Our Services
DOING BUSINESS IN UAE

The Market
UAE is the leading business hub; it offers access to a market of outstanding potential for overseas companies to plan to set up their offshore company. Among its key characteristics are:
• A growing market - Dubai’s imports have more than doubled since 1989; regional economic growth and liberalisation is set to boost demand;
• A prosperous market - strategic location at the heart of one of the world’s richest regions;
• A diversified market - wide import requirements; opportunities for suppliers of most products;
• An accessible market - served by more than 170 shipping lines and 86 airlines; An open market - no exchange controls, quotas or trade barriers.
The 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
Doing business in the UAE is very attractive due to the following reasons
• 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.
Taxation
There is no corporate tax or personal tax in the UAE. The only exceptions to this are oil producing companies and branches of foreign banks. Direct taxation is against the traditions of the UAE and it is highly unlikely that it will be introduced in the near future.

Currency and Exchange rate
There are no exchange controls in the UAE and its currency, the UAE Dirham, is freely convertible. The Dirham is linked to the US dollar, the currency by which oil prices are measured. The exchange rate has remained at Dh 3.675 = US$ 1 since 1977.

Licensing
The basic requirement for all business activity in UAE is one of the following three categories of licenses:
• Commercial licenses covering all kinds of trading activity;
• Professional licenses covering professions, services, craftsmen and artisans;
• Industrial licenses for establishing industrial or manufacturing activity.
Some categories of businesses require approval from ministries also: for example, banks and financial institutions from the Central Bank of the UAE; manufacturing from the Ministry of Finance and Industry; and pharmaceutical and medical products from the Ministry of Health; branch of foreign company from the ministry of Economy and Commerce. More detailed procedures apply to businesses engaged in oil or gas production and related industries.

Ownership Requirements Fifty-one per cent participation by UAE nationals is the general requirement for all UAE offshore company formations 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 Dubai;
• In professional or artisan companies where 100% foreign ownership is permitted.
Procedures governing the operations of foreign business interests.
In practice, however, Dubai company formation procedures are similar to the general system other emirates follow, whereby foreign owned offshore companies operated in one of three ways: with a local sponsor, through a partnership with a UAE national or company, or through a private limited company or public shareholding company incorporated by Ruler's decree. Since 1984, steps have been taken to introduce a codified company law applicable throughout the UAE. Federal Law No. 8 of 1984, as amended by Federal Law No. 13 of 1988 - the "Commercial Companies Law" - and its by-laws have been issued. In broad terms the provisions of the Law are as follows: The Federal Law stipulates a total local equity of not less than 51% in any commercial company and defines seven categories of business organization which can be established in the UAE. It sets out the requirements in terms of shareholders, directors, minimum capital levels and offshore company incorporation procedures. It further lays down provisions governing conversion, merger and dissolution of companies.

Legal Structures for Business
Federal Law No. 8 of 1984, as amended by Federal Law No. 13 of 1988 - the Commercial Companies Law - and its by-laws govern the operations of foreign business. In broad terms the provisions of these regulations are as follows:
The Federal Law stipulates a total local equity of not less than 51% in any commercial company and defines seven categories of business organisation, which can be established in the UAE. It sets out the requirements in terms of shareholders, directors, minimum capital levels and incorporation procedures. The seven categories of business organisation defined by the Law are:
• General partnership company
• Partnership-en-commendam
• Joint venture company
• Public shareholding company
• Private shareholding company
• Limited liability company
• Share partnership company
Partnerships
General partnership companies are limited to UAE nationals only. The Dubai government does not presently encourage the establishment of partnership-en-commendam and share partnership companies.

Joint Venture
A joint venture is a contractual agreement between a foreign party and a local party licensed to engage in the desired activity. The local equity participation in the joint venture must be at least 51%, but the profit and loss distribution can be mutually agreed. Joint ventures are suitable for companies working together on specific projects.

Public and Private Shareholding Companies
The Law stipulates that companies engaging in banking, insurance, or financial activities should be run as public shareholding companies. Foreign banks, insurance and financial companies, however, can establish a presence in Dubai by opening a branch or representative office.
Shareholding companies are suitable primarily for large projects or operations, since the minimum capital required is Dh. 10 million (US$ 2.725 million) for a public company, and Dh. 2 million (US$ 0.545 million) for a private shareholding company. The chairman and majority of directors must be UAE nationals and there is less flexibility of profit distribution than is permissible in the case of limited liability companies.

Limited Liability Companies
A limited liability company can be formed by a minimum of two and a maximum of 50 persons whose liability is limited to their shares in the company’s capital. Most companies with expatriate partners have opted for this form of company.
In Dubai, the minimum capital is currently Dh. 300,000 (US$ 82,000), contributed in cash. While foreign equity in the company may not exceed 49%, profit and loss distribution can be mutually agreed. Responsibility for the management of a limited liability company can be vested in the foreign or national partners or a third party.

Branches and Representative Offices of Foreign Commercial Companies
The Commercial Companies Law also covers the formation and regulation of branches and representative offices of foreign companies in the UAE and stipulates that they may be 100% foreign owned, provided a local agent is appointed.
Only UAE nationals or companies 100% owned by UAE nationals may be appointed as local service agents. Local agents - also sometimes referred to as sponsors - are not involved in the operations of the company but assist in obtaining visas, labour cards, etc and are paid a lump sum and/or a percentage of profits or turnover. In general, branches and offices of foreign commercial companies are not licensed to engage in importing activity except for re-export or in the case of products of a highly technical nature. To establish a branch or representative office in Dubai the following documents are required:
• Company registration certificate
• Board of directors’ resolution for establishing a branch
• True copy of company’s memorandum / articles of association
• Power of Attorney to the representative
• Financial statements for the last two years
• Local service agency agreement
• Details of local service agent
• Company profile
Professional Firms
In setting up a professional firm, 100% foreign ownership, sole proprietorships or civil companies are permitted. Such firms may engage in professional or artisan activities but the number of staff members that may be employed is limited. A UAE national must be appointed as local service agent, but he has no direct involvement in the business and is paid a lump sum and/or percentage of profits or turnover. The role of the local service agent is to assist in obtaining licenses, visas, labour cards, etc…

FREE ZONES IN UAE

Background
The Free Trade Zones have been set up with the specific purpose of facilitating investment. The procedures for investing in the zones are relatively simple.
The companies operating in the Free Zones are treated as being offshore companies or outside the UAE for legal purposes.
The free zones are suitable for companies intending to use UAE as a regional manufacturing or distribution base, with the bulk of their business outside the UAE.

Free Zone Incentives
• 100% foreign ownership;
• Exemption from all import duties;
• 100% repatriation of capital and profits;
• Freedom from corporate taxation for 50 year;
• Inexpensive energy;
• Efficient recruitment procedures ensuring the availability of a skilled and experienced workforce;
• A high level of administrative support.
Licenses
Companies approved for operation in Free Trade Zones, can apply for one of the following types of licenses: Trading; Industrial; Service; or National Industrial. These licenses are renewable annually.
Trading licenses are granted to locally incorporated companies, and to companies incorporated outside the UAE. Trading licenses are also issued to Free Zone Establishments (FZE) and Free Zone Companies (FZCo’s).

Industrial licenses are issued to companies incorporated outside the UAE, FZE’s and FZCo’s. Service licenses are only granted to companies holding a UAE license.

National Industrial licenses are issued to industrial companies registered within or outside the UAE, provided they meet the conditions of having at least 51% AGCC equity and their local production accounts for at least 40% value added. Products exported by such companies to AGCC states will be exempted from custom duties. Companies holding Free Zone license are also permitted to operate outside the UAE. Operations within the UAE can be undertaken by appointing a commercial agent.

Setting Up a Branch of a Foreign Company
A foreign company can set up a 100% owned branch in the Free Zone. A questionnaire and license application form with necessary documents are required to set up a project by a foreign company. Thereafter, a lease agreement and a personnel secondment agreement will be signed.
If the company’s project involves the erection of a structure, a building permit will be issued after detailed plans are submitted and agreed.
Administrative work, such as importing equipment or engaging labour for installation of equipment, may proceed in parallel with construction work.

OFF SHORE COMPANIES
Some of the principle uses for going offshore are: trading, investment, holding, financing, professional services or consultancy, patent, royalty and copyright holding, ship management and yacht owning personal and corporate tax planning.
We can assist with the registration of International Business Companies (IBCs) or trusts in the major offshore jurisdictions. Our expertise in the British Virgin Islands (BVI) and abroad can help you in optimizing your bottom line.
The Jebel Ali Free Zone Authority (JAFZA) introduced regulations in 2003 for the establishment of Jebel Ali Free Zone Offshore Companies. The international business community can now establish offshore entities at JAFZA in line with other international offshore jurisdictions. Regulations were framed in a manner so as to deliver the convenience and efficiency of global offshore locations and maintain a high repute with international financial authorities.
Besides the traditional advantages of total tax and duty exemption, and a cooperative regulatory regime, offshore companies established under these regulations can enjoy the added benefits of Dubai offshore company incorporation for commercial transparency and its forward regional location. We are also a registered agent with JAFZA offshore companies.

OUR SERVICES
We offer our clients a complete range of offshore company services through Company Incorporation Division all over UAE including Dubai company incorporation and maintenance, management consultancy, corporate finance, company liquidation and financial planning and control. Extensive experience of local business, good working knowledge about the rules and regulations of UAE and a high level of personal involvement are our main strengths. We will provide our assistance in the formation of Limited Liability Company, Free Zone Enterprises, branch of foreign companies, online company formations etc.
Our service compiles of the following assistance.
• Complete documentation to obtain the license
• Visiting various sites for the requirements of the clients (on the request of the client)
• Locating the space as per the clients requirements
• Assistance to make business plan
• Arranging meeting with bank officials
• Coordinating between the investor and the Government authorities
• Arranging accommodation for the investor if needed (accommodation charges to be paid by the client)
• Completing all formalities if needed, without the client having to make a trip for the same.
• We will be able to help the investors more if they can provide us the lane of activity.
Company Liquidation
A-Z professional assistance as liquidator, including the complete documentation and obtaining final approval.

For more details : Mobile: +971 55 2419200

Mohammed Faisal
SME Consultant


Suite No. 12, The Iridium, Al Barsha,
P.O.Box: 183827, Dubai, U.A.E.
Phone: +971 4 341 9701 Ext: 146
Fax: +971 4 341 9702
Mobile: +971 55 2419200
Email: faisal@adamadvisors.com
Web: www.dbamc.com
ISO 9001:2008 NO: ME/08/1147
Paralegal Services International trading as ADAM Advisors