Mainland company setup
LLC Company Formation in the UAE: How a Mainland LLC Really Works
A limited liability company is the most common way to own a mainland business in the UAE. Since the Commercial Companies Law was reformed, most activities allow 100% foreign ownership, and an LLC can have one owner or up to fifty. This guide explains who an LLC suits, what your liability actually covers, how the memorandum, capital, office and visa rules work, and what it typically costs to set one up.
- 1 to 50 shareholders, individuals or companies
- Liability normally limited to your share of capital
- 100% foreign ownership for most activities
- Can trade anywhere in the UAE mainland
Get an itemised quote
Tell us your activity, partners and how many visas you need. We usually send a written, line-by-line quote within one working day.
At a glance
- Governing law
- Federal Decree-Law No. 32 of 2021 on Commercial Companies
- Licensing authority
- The emirate's economic department (DET in Dubai)
- Number of shareholders
- 1 to 50 (natural or legal persons)
- Foreign ownership
- Up to 100% for most activities; strategic-impact activities may differ
- Shareholder liability
- Usually limited to each partner's share in the capital
- Founding document
- Memorandum of association, notarised
- Office
- Registered lease required (Ejari in Dubai)
- Visa basis
- Quota usually linked to office size and activity
- Typical timeline
- About 2–4 weeks to licence (approx.)
- Tax
- Corporate tax registration required; VAT if turnover passes the threshold
Licence and company options
Single-owner LLC
Best for: Founders who want limited liability without a partner
One person or one company owns all the shares. You get the same legal shield as a larger LLC, and decisions are quick because there is no one to outvote you. The owner is often also the manager named in the memorandum.
Multi-partner LLC
Best for: Two or more founders splitting ownership and profit
Partners can hold unequal shares and agree how profits are divided and who signs for the company. The memorandum should cover exits, deadlock and what happens if a partner dies, because the default rules may not match what you expect.
Corporate-owned LLC (subsidiary)
Best for: Overseas or free zone companies building a mainland arm
A parent company holds the shares, so the UAE business is a separate legal person with its own liability. Expect extra paperwork: the parent's documents normally need legal attestation and a board resolution approving the investment.
LLC with a UAE national shareholder
Best for: Activities still restricted to majority local ownership
A small group of activities with strategic impact keeps ownership limits. If your activity is on that list, an Emirati partner holds the required stake. Choose this only when the rules demand it, and agree profit and control terms in writing.
Professional LLC
Best for: Consultants and service firms wanting limited liability
Where the economic department allows professional activities under an LLC, a consultancy can be wholly foreign-owned with liability capped at capital. Some regulated professions still need approval from a separate authority before the licence is issued.
Who it suits
Businesses selling directly to UAE customers
If your clients are on the mainland, an LLC lets you invoice them, open a shop or deliver services across the country without a distributor or extra permits for location.
Founders who want to keep personal assets separate
An LLC is a separate legal person, so business debts normally stay with the company. That matters if you will sign leases, hire staff or take supplier credit.
Partners investing different amounts
Shares can be split in any proportion, and the memorandum can record who manages, who signs and how profit is shared, which suits mixed-skill founding teams.
Companies planning to hire
A mainland LLC with a proper office can usually build a larger visa quota over time than a small desk package, as long as office space grows with the team.
Bidders for government or large contracts
Many tenders and corporate buyers prefer, or require, a mainland licence. An LLC is the structure procurement teams recognise most easily.
Step-by-step process
- 1
Confirm your activities
We match what you actually do to the economic department's activity list. The activity decides ownership limits, extra approvals and whether one licence can cover everything.
- 2
Reserve the trade name
The name must follow naming rules: no religious or offensive terms, and it usually has to match the legal form, so it ends in LLC. We check availability before you get attached to a name.
- 3
Get initial approval
The authority issues a preliminary approval showing that it has no objection in principle. This lets you sign a lease and prepare the memorandum.
- 4
Agree and notarise the memorandum
The memorandum lists shareholders, capital, shares, managers and key rules. All shareholders or their attorneys sign it before a notary, in person or through an approved remote service where available.
- 5
Register a lease
You sign a tenancy contract for an approved commercial space and register it (Ejari in Dubai). Size matters because it typically sets how many visas you can apply for later.
- 6
Obtain external approvals if needed
Activities such as healthcare, education, food or engineering may need approval from another authority. We file these in parallel where the rules allow.
- 7
Pay fees and receive the licence
After final review you pay the licence fees and receive the trade licence, often with chamber registration for commercial activities.
- 8
Open the labour and immigration files
With the licence, the company applies for its establishment card and labour registration so it can sponsor the investor visa and staff visas.
- 9
Register for tax and open a bank account
Corporate tax registration is required for an LLC, and VAT applies once taxable supplies pass the threshold. Banks review the licence, memorandum and owner profiles before opening an account.
Documents you'll need
- Passport copies of all shareholders and managers
- UAE visa or entry stamp copy, if already resident
- Emirates ID copies for UAE residents
- Passport-size photos
- Proposed trade names (three options)
- Business activity description
- Signed and notarised memorandum of association
- Registered lease contract (Ejari in Dubai)
- For corporate shareholders: attested certificate of incorporation, articles and board resolution
- Power of attorney if someone signs on a shareholder's behalf
- No-objection letter from current sponsor, where required
- External approvals for regulated activities
Typical timeline
| Stage | Typical duration |
|---|---|
| Activity check, trade name and initial approval | 1–3 working days (approx.) |
| Memorandum drafting and notarisation | 2–5 working days (approx.) |
| Lease signing and registration | Depends on finding an office |
| Licence issuance after final review | 2–5 working days (approx.) |
| Establishment card and first visas | 2–4 weeks (approx.) |
Five ways to structure a mainland LLC
| LLC set-up | Typical owner | Who carries the risk | Extra paperwork | Watch out for |
|---|---|---|---|---|
| Single-owner LLC | One founder or one company | The company, up to its capital | Usually none beyond standard documents | Owner is often sole manager and signatory |
| Multi-partner LLC | 2–50 individuals or companies | The company; each partner up to their share | Memorandum with profit split and voting rules | Deadlock and exit terms left out of the MOA |
| Subsidiary of a foreign or free zone company | A parent company | The UAE company, not the parent | Attested parent documents and board resolution | Attestation abroad can take weeks |
| LLC with Emirati majority | Local partner plus foreign partner | The company, up to its capital | Partner agreement and side terms | Only needed for restricted activities |
| Branch instead of LLC | A foreign parent company | The parent company directly | Parent documents, agent arrangements | No separate legal shield for the parent |
What limited liability means in practice
Under the Commercial Companies Law, a partner in an LLC is normally liable only up to the value of their share in the capital. If the company fails, a creditor sues the company, not your home or savings. That is the main reason people choose an LLC over a sole establishment.
The shield is not absolute. If you sign a bank facility or lease personally, you are bound by that signature. Managers can be held responsible for serious mismanagement, fraud or breaches of the law, and courts can look through a company used to hide wrongdoing. Treat the LLC as a strong default protection, not a licence to ignore obligations.
Keep company and personal money apart, sign contracts in the company's name, and hold the meetings and records your memorandum requires. These habits are what keep the protection meaningful if something goes wrong.
Share capital: what you declare and why it matters
For most activities there is no fixed minimum capital for a mainland LLC at the time of writing. The law asks for capital that is adequate for the company's purpose, and the figure must be written in the memorandum. A few regulated activities set their own minimums.
Declaring a very small figure can look odd to banks, landlords and visa officers, while a very large one can raise notary fees and expectations. Pick a number you could reasonably show is backed by the business, and remember that your liability is tied to it.
Worked example: two partners, one consultancy, three visas
Two friends want a marketing consultancy in Dubai. One invests more cash, so they agree a 60/40 split, with both named as managers and either able to sign up to an agreed amount. Their memorandum also says what happens if one wants to leave: the other gets first right to buy the shares at a valued price.
They need visas for themselves and one designer. Because the visa quota typically follows office space, a shared desk is unlikely to be enough, so they lease a small serviced office large enough for three people and register it. Their budget therefore has three parts: licence and memorandum fees, a year of rent, and three visa applications.
At renewal they check two things early: that the lease runs at least as long as the licence, and that their activities still match what they now sell. Adding a new activity mid-year is possible but costs time and fees.
What changes at renewal
The trade licence is usually renewed every year. You will need a valid registered lease, any external approvals still in date, and fees paid. Expired leases are the most common reason renewals stall.
Renewal is also the natural moment to update the memorandum if shares have changed hands, add or remove activities, or resize the office if you plan to hire. Corporate tax and VAT filings continue alongside, so keep your accounts current through the year rather than at renewal time.
LLC on the mainland or a free zone company?
A free zone company can be cheaper to start and allows flexible desk packages, but it is generally meant to trade inside its zone or abroad. Selling directly to mainland customers from a free zone often needs extra arrangements.
If most of your revenue will come from UAE businesses and consumers, the mainland LLC is usually the cleaner long-term fit. If you mainly sell overseas, hold IP or run a small remote team, a free zone may suit you better. We will lay out both on paper so you can compare them.
Common mistakes to avoid
Copying a template memorandum
Standard forms rarely cover deadlock, exits or signing limits. A dispute between partners is far harder to fix later than to prevent in the original memorandum.
Choosing activities that are too broad or too narrow
Too many activities can raise fees and trigger extra approvals; too few can leave your actual work unlicensed. Describe what you really do before picking codes.
Signing a lease before initial approval
If the activity is refused or needs a different type of premises, you may be stuck with rent for a space you cannot use.
Underestimating office size for visas
Founders often plan to hire and only then discover their registered space supports fewer visas than they need.
Forgetting corporate tax registration
Every LLC has to register for corporate tax, even if profits are low. Late registration can bring penalties.
Why set up your mainland company with Freezone King
Mainland and free zone, side by side
We compare a mainland LLC with relevant free zone options honestly, including running costs, so you choose based on where your customers are.
One team after the licence too
The same team handles the licence, memorandum, visas, bank account introductions and VAT and corporate tax registration.
Support in your language
We explain the memorandum and each step in eight languages, so every partner understands what they are signing.
Updates on WhatsApp
You get short progress messages at each stage, so you always know what is with the authority and what is waiting on you.
Frequently asked questions
Can a foreigner own 100% of an LLC in the UAE?
Yes, for most activities. Since the Commercial Companies Law reforms, many mainland activities allow full foreign ownership, while a limited list of strategic-impact activities still has restrictions.
How many shareholders can a UAE LLC have?
An LLC can have from one to fifty shareholders. They can be individuals or companies, and they can be residents or non-residents.
Is there a minimum share capital for an LLC in Dubai?
For most activities there is no fixed minimum at the time of writing, but the capital must be adequate for the business and stated in the memorandum. Some regulated activities set their own figure.
Do I need to deposit the capital in a bank?
A bank capital certificate is generally not required for standard activities now, but banks and some regulators may still ask for proof that money has been put into the company.
Does the memorandum of association have to be notarised?
Yes. All shareholders, or their attorneys, sign the memorandum before a notary, either in person or through an approved remote notarisation service where one is available.
Can I be the only shareholder and the manager?
Yes. A single-owner LLC is allowed, and the owner can be named as the manager. You can also appoint a separate manager if you prefer.
Am I personally liable for my LLC's debts?
Normally no; your liability is limited to your share of the capital. You can still be personally bound if you sign personally for a loan or lease, or if you commit fraud or serious mismanagement.
How long does LLC formation take in Dubai?
The licence itself typically takes around two to four weeks once documents are ready. Finding an office and arranging visas can add time.
How many visas can a mainland LLC get?
It usually depends on the office size registered with the authority and the activity. A bigger registered office generally supports more visas.
Can a free zone company own a mainland LLC?
Yes, a free zone company can be a corporate shareholder in a mainland LLC. Its documents, such as the licence and a board resolution, will be needed for the memorandum.
Does an LLC have to pay corporate tax?
An LLC must register for corporate tax. The standard rate applies to taxable profit above the zero-rate band, and small business relief may apply if revenue is low and the relief is still in force for that period.
Can I change shareholders later?
Yes. A share transfer is done by amending the memorandum before a notary and updating the licence, subject to any first-refusal rights the existing partners hold.
Sources
- UAE Legislation: Federal Decree-Law No. 32 of 2021 on Commercial Companies
- u.ae: Steps to start a business on the mainland
- Ministry of Economy: Establishing business in the UAE
- Dubai DET: Business licensing
- u.ae: Foreign direct investment
Researched on 8 November 2026. Fees, rules and timelines change; confirm the current terms before you apply.
Planning a mainland company?
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