Jurisdiction highlights and advantages
- The United Arab Emirates (the UAE) is an independent federated state on the southern coast of the Persian Gulf. The country’s capital is Abu Dhabi.
- The UAE embodies seven Emirates: Abu Dhabi, Ajman, Dubai, Fujairah, Ras Al Khaimah, Sharjah and Umm Al Quwain.
- The national currency is the UAE dirham (AED). The dirham’s exchange rate is pegged to the US dollar. 1 UAE dirham is equal to about 0.27 US dollars.
- The official language is Arabian. English is widely used in the business environment. Governmental websites also have an English version.
- The UAE possesses an advanced commercial and financial infrastructure and is one of the most attractive jurisdictions for international business.
- The jurisdiction provides a favourable tax regime for various types of companies.
- The country offers diversified options for foreign investors, including obtaining a long-term resident visa.
- The UAE have a number of free trade zones (FTZ), including those focused on specific industries. Some Emirates still offer offshore companies.
- A 100% foreign ownership is allowed for both FTZ and mainland companies. Opening a company in the UAE is available for a resident of any country.
- No foreign exchange control and controlled foreign companies’ rules.
- The UAE holds 33rd place of 177 in the economic freedom ranking in 2022, maintaining leadership in this regard among the countries of the region. According to the Heritage Foundation, the UAE is classified as a “mostly free” country.
Types of companies in the UAE
The UAE companies can be divided into three groups depending on the territorial scope of their operations:
- Local (mainland) companies;
- Companies registered in free trade zones (FTZ);
- Offshore companies.
While local and FTZ companies can operate within the UAE (albeit under different conditions), offshore companies can only operate outside the UAE.
For example, one can open a company in Dubai either in its main territory or in any of Dubai’s free trade zones, which provide unique conditions for international business.
Local (mainland) companies
Local (mainland, onshore) companies are registered in the UAE mainland (not in free zones) and designed for full-scale operations in the UAE.
Mainland companies may carry out their activities both within and outside the UAE.
Before implementing the federal corporate tax (which is to be introduced for the tax periods starting from 1 June 2023 with a 9% rate), the local UAE companies are not subject to taxation. They are exempt from corporate income tax, capital gains, and withholding tax. The exception is made for companies in the oil and gas sector and foreign banks for which the separate rules apply.
From 1 June 2021, local companies in the UAE can be wholly owned by foreigners. It means that legal entities and individuals of any nationality got the right to establish and own local companies.
The earlier limitation required a company to have a local partner (“sponsor”) resident in the Emirates with a participation interest of at least 51%. A maximum interest of a foreign member of a local company could not exceed 49%. Now, these restrictions remain only for companies operating in the industries specified by the government and those owned by the federal or Emirate-level governments.
There are no restrictions related to company directors’ citizenship or residency, except for companies of strategic industries. The mandatory percentage of the UAE nationals on the boards of directors (as well as in the capital) of such companies is determined by the competent authority.
Local companies must have a real (physical) office in the UAE territory. The share capital must be paid up in full.
All local companies must prepare and submit audited financial statements.
Local companies may obtain tax residence certificates in the UAE to apply double taxation treaties.
Free zone companies
There are several dozen free trade zones (FTZ) in the Emirates. Some are universal, and some specialise in specific industries, such as manufacturing, IT, finance, science and technology).
FTZ companies in the UAE are one of the most attractive instruments for foreign investors wishing to register their business in Dubai or other Emirates.
- FTZ companies can operate within free zones based on their license and outside the UAE.
- Companies may not carry out their business directly within the UAE mainland. Such activities are possible only through a local agent or distributor.
- Companies residing in a free zone enjoy full tax exemption. After the implementation of the corporate tax (which is to be introduced for the tax periods starting from 1 June 2023 with a 9% rate), such companies will remain to be exempt provided that they do not operate in the main territory of the UAE or with local companies in the UAE.
- 100% foreign ownership of a free zone company is permitted.
- There are no restrictions on the repatriation of profits or capital by foreign investors.
- There are no citizenship or residency requirements for directors or shareholders.
- Share capital must be paid up. Minimum capital requirements may vary depending on a specific FTZ.
- A real (physical) office within the Emirates is required.
- A company must prepare and file annual financial statements. Some free trade zones also require financial statements to be audited.
Free zone companies which satisfy tax residency criteria can obtain tax residence certificates and apply the double tax treaties to which the UAE is a party.
Establishing a free zone company in the Emirates can also be one of the routes for obtaining a residence permit (“residence visa”) in the UAE by a foreign investor.
FTZ authorities may set different rules and requirements for companies registered within the free zones (for example, minimum capital, reporting and audit, company types by structure and purposes).
The optimal choice of Emirati FTZ for business registration depends on several factors – purposes of company incorporation, nature of its business, specific infrastructure needs, administration costs and others.
For example, Jebel Ali Free Zone (Dubai) is one of the largest trading and industrial and logistics zones providing, among other things, storage facilities and production space.
Another free zone, managed by Dubai Development Authority (earlier – Dubai Creative Clusters Authority), unites business parks of various competencies in the field of media and Internet: Dubai Media City, Dubai Internet City, Dubai Outsource City, Dubai Studio City, Dubai Production City, Dubai Design District and others.
UAE offshore companies
The third type of company is a “classic” offshore company that enjoys total exemption from taxes in the UAE and operates exclusively outside the country of its incorporation (the UAE).
Offshore companies may act as holding companies and own assets, but they may not obtain a business license in the Emirates, do business with the UAE residents or employ them.
Foreign shareholders may fully own an offshore company in the UAE. No residency or citizenship requirements exist for directors and (or) shareholders. A real (physical) office within the UAE is also not required. A company has no duty to submit its financial statements or conduct an audit (except Jebel Ali Free Zone).
Since offshore companies do not meet all tax residency criteria, they cannot obtain a tax residence certificate and use double tax treaties.
Currently (2022), the offshore companies’ regime remains only in three Emirates (along with local and FTZ companies):
- Ras Al Khaimah – RAK International Corporate Centre (RAK ICC);
- Dubai – Jebel Ali Free Zone (JAFZA); and
- Ajman – Ajman Free Zone.
The UAE company law
The main features of the UAE companies
The status of companies in the UAE and other corporate law issues are addressed in the Federal Decree-Law no. (32) of 2021 On Commercial Companies that entered into force on 2 January 2022 (further referred to as the “Law 2021” of the “Law”).
This Law applies to all local UAE companies that do not fall under the exceptions listed in the Law. The Law does not apply to:
- companies exempt under a Cabinet decision or special federal laws;
- companies wholly owned by the Government (where a special provision is stipulated to this effect in the Memorandum of Association);
- companies in which the Government owns at least 25% of their capital operating in the field of oil exploration, extraction, refining, manufacturing, marketing, and transportation, or in the energy sector of all kinds (where a special provision to this effect is stipulated in the Memorandum of Association);
- Special Purpose Acquisition Company (SPAC) and Special Purpose Vehicles (SPV) under the decision of the Securities & Commodities Authority.
The Law also does not apply to companies incorporated in free zones of the UAE where a special provision to this effect is stipulated in the laws or regulations of the relevant free zone. However, these companies shall be governed by the Law if such laws or regulations permit them to conduct their activities in the UAE mainland (outside the free zone).
The Minister of Economy (or the Securities & Commodities Authority for public joint-stock companies) may issue the rules of corporate governance mandatory for the companies. Violating such rules may entail significant penalties.
Companies in the UAE are registered at the Emirate level. The company acquires a legal personality as of its entry in the commercial register at the local corporate affairs authority in the relevant Emirate.
Before commencing its activities in the Emirates, the company must obtain all the licenses and permits required for such activities.
The company name must be followed by the company’s legal form and must not violate the public order of the UAE.
Each company must have a registered address in the UAE to receive official notices and correspondence.
The Memorandum of Association of a Company must be made in Arabic, authenticated by the competent authority of the relevant Emirate and entered into the commercial register.
Companies must notify the competent authority and the register of any changes in information about the company (particularly, name, address, share capital, number of employees, and legal form).
Each company must keep accounting records which allow establishing at any time its financial position. A company must keep its accounting registers in its head office for at least 5 years from the end of the financial year.
The UAE companies must prepare annual financial statements applying international accounting standards and practices. An audit of financial statements is required for limited liability companies and joint-stock companies.
A company’s financial year is determined in its articles. The first financial year cannot exceed 18 months from the date of the company’s incorporation. The subsequent financial year is 12 months after the expiry of the preceding financial year.
Legal forms of companies in the UAE
The Law 2021 provides the following legal forms for local companies in the UAE (the given English names are unofficial translations from Arabian):
- Joint Liability Company;
- Limited Partnership Company;
- Limited Liability Company;
- Private Joint Stock Company);
- Public Joint Stock Company.
A Joint Liability Company in the UAE consists of two or more individual partners who are jointly and severally liable in all their personal assets for the company’s obligations. The company is managed by all or certain partners or by a manager who is not a partner. Ownership interest in the Joint Liability Company may not be assigned except with the consent of all partners and subject to the restrictions set out in the Memorandum (partnership agreement).
A Limited Partnership Company in the UAE is formed of one or more partners who act on behalf of the partnership and are jointly and severally liable for the partnership’s obligations, and one or more silent partners who are liable for the partnership’s obligations within the limits of their contribution to the partnership’s capital. Silent partners do not manage the partnership’s affairs. Management of the partnership is carried out only by joint partners.
A Limited Liability Company in the UAE consists of members (not less than 2 and not more than 50) who are liable only to the extent of their shares in the company’s capital. A company can also be incorporated and owned by one person (a legal entity or an individual).
A company name must reflect its objectives or name(s) of its members as well as indicate its legal form – “Limited Liability Company” or “LLC”. If a sole member owns a company, its name must be followed by the expression “Sole Proprietorship”.
A company must maintain a register of its members, including the full name, nationality, date of birth and place of residence of every member (for legal entities – head office address) and the transactions effected on membership interests and dates. The particulars entered in the register of members and any changes made during the last financial year must be delivered to the competent authority and the Registrar every year.
A company must have capital sufficient to achieve its objectives. The capital must consist of shares equal in value. The Council of Ministers may determine the minimum limit of the capital of the limited liability company. Contributions to the company’s capital (in cash or in kind) must be paid in full at the time of incorporation. Cash contributions must be deposited with a bank operating in the UAE.
If a member alienates his share in the company, other members have pre-emptive rights to buy such a share.
A company is managed by one or more managers (directors) appointed by members from among themselves or third parties and accountable to the general meeting of members.
A Private Joint Stock Company in the UAE has two or more shareholders with the capital divided into shares of equal nominal value. Shares must be paid up in full and may not be offered for public subscription. A company may have a single shareholder, provided it is a legal entity. A shareholder is liable only to the extent of his share in the company’s capital.
The minimum issued capital of a private joint stock company is AED 5,000,000 (around USD 1,361,000). This limit may be modified by a Cabinet decision.
A Public Joint Stock Company in the UAE is a company the capital of which is divided into equal and negotiable shares. Founders subscribe to part of such shares, and the remaining shares are offered for public subscription. A public joint stock company may be founded by at least five persons (except for cases of conversion of a company of other legal forms into a public company).
A company is managed by a Board of Directors consisting of not less than three and not more than eleven members. The general meeting of shareholders is convened at least once a year within four months following the end of the company’s financial year.
The minimum issued capital of a public joint stock company is AED 30,000,000 (around USD 8,167,000). This limit may be modified by a Cabinet decision.
Laws of some Emirates or free zones regulations may provide different types of companies.
Holding companies in the UAE
The objects of a holding company are limited to the following:
- holding shares or membership interests in joint stock companies and limited liability companies;
- providing loans, guarantees, and financing to its subsidiaries;
- owning movable and immovable property required for its activity;
- managing its subsidiaries; and
- owning industrial property rights (patents, trademarks, industrial drawings and models) and transfer rights for their use to its subsidiaries or third-party companies.
Holding companies may conduct other activities only through their subsidiaries.
Economic substance requirements
In 2019 the UAE introduced “economic substance” requirements for local and FTZ companies carrying out certain activities (“relevant activities”). The current economic substance requirements may be found in the UAE Cabinet of Ministers Resolution of 10 August 2020 No. 57.
Relevant activities that involve duties for companies related to the economic substance include:
- banking business;
- insurance business;
- investment fund management business;
- lease-finance business;
- headquarters business;
- shipping business;
- holding company business;
- intellectual property business;
- distribution and service centre business.
Each of these fields covers several core income-generating activities listed in Resolution No. 57 and specified in the Ministerial Decision No. 100 of 2020.
If a company carries out any of the abovementioned activities, it must satisfy the following criteria (the economic substance test) in relation to these activities:
- core income-generating activity is conducted in the UAE;
- the relevant activity is directed and managed in the UAE;
- with regard to the level of the relevant activity:
- the company has an adequate number of qualified full-time employees;
- the company incurs adequate operating expenditure in the UAE;
- the company has adequate physical assets in the UAE.
The following companies are exempt from the economic substance requirements:
- companies operating as investment funds;
- companies that are tax residents in a jurisdiction other than the UAE;
- companies wholly owned by one or more residents of the UAE that do not form a part of a multinational group and carry out their business only in the UAE;
- branches of foreign companies, the income of which from the relevant activity is subject to tax in a foreign jurisdiction;
- other companies determined by the decision of the Minister of Finance.
The UAE companies must annually notify the competent authority:
- of the relevant activities carried out during the relevant financial year;
- of relevant income generated during the financial year;
- of commencement and end dates of the company’s financial year;
- of any other information and documents that the regulatory authority may request.
The notification for the previous year is submitted annually by 30 June of the following year.
IMPORTANT: notifications on economic substance must be submitted both by companies obliged to have the economic substance in the UAE and by companies exempt from such obligation. Exempt companies must also provide the information and documents justifying their right to exemption.
Companies obliged to have economic substance in the UAE must submit an annual Economic Substance Report, which includes:
- type of relevant activity conducted by the company;
- amount of income from the relevant activity;
- amount of operating expenses and assets relating to the relevant activity;
- information of the place of business in the UAE and, where applicable, of property, plant and equipment used for the relevant activity;
- number of full-time qualified employees and number of personnel responsible for carrying out the relevant activity;
- core income-generating activities;
- the company’s financial statements;
- declaration as to whether or not the company satisfies the economic substance test;
- if the relevant activity in the intellectual property business, the declaration as to whether or not it is a high risk.
A company must submit the economic substance report no later than 12 months from the end of the company’s financial year.
The economic substance rules in the UAE involve many complex issues. Whether or not a company has “relevant” activities and whether it is required to have economic substance in the Emirates can only be determined by taking into account the scope and details of activities of each particular company.
Taxation in the UAE
Corporate income tax
The UAE plans to introduce a corporate income tax at a rate of 9% for tax periods (years) beginning on or after 1 June 2023. A non-taxable profit threshold of AED 375,000 will be set to support small businesses and start-ups.
Until the said date (if not postponed to a later date), there is no tax on profits of companies in most industries operating both in the main territory of the UAE and in free zones.
The current and planned corporate taxation rules are compared in the following table:
|✘There is no income tax for most companies.||✔A federal corporate income tax is introduced for tax years beginning on or after 1 June 2023.|
✔Profits of all companies and individuals doing business in the UAE will be subject to taxation.
0% – for taxable income not exceeding AED 375,000 (around USD 102,100).
9% – for taxable income above AED 375,000 (only the excess amount is taxed).
Different rates may apply to large multinational companies (not yet determined).
✔The tax is levied on the net accounting profit of the company according to its financial statements. Losses can be carried forward. A foreign tax credit is allowed.
|✘Companies registered in the UAE free trade zones are also exempt from tax for a long period with the possibility of extension.||✔Corporate tax will not apply to FTZ companies if they do not operate with or in the UAE mainland and comply with other regulatory requirements.The preferential regime for FTZ companies will therefore continue. However, such companies will be required to submit tax returns.|
|✘The tax is imposed on the profits of companies in the oil and gas sector and branches of foreign banks. Taxation conditions are set individually by the governments of the Emirates in which the activity is carried out.||✔For extractive sector companies, the same rules will remain.|
|✘Dividends and capital gains are exempt from any taxation.||✔Dividends and capital gains from qualified shareholdings received by the UAE companies are exempt from corporate tax.|
✔The corporate tax also will not apply to income from qualified intra-group transactions and restructurings.
|✘No withholding taxes.||✔Any types of domestic and international payments are exempt from withholding tax.|
✔In particular, dividends, capital gains, interest, royalties and other income of foreign investors will not be subject to corporate (withholding) tax in the UAE.
|✘Tax reporting is required only from companies paying taxes under existing rules.||✔Companies are subject to tax registration and must submit an electronic tax return annually. Filing provisional tax assessments or advance payments of tax are not required.|
|✘There are no controlled foreign companies (CFC) rules.||✔There are no plans to introduce rules for taxing CFCs’ profits.|
Value added tax. VAT was introduced in the UAE on 1 January 2018. It applies to operations with a wide range of goods and services and the importation of goods. The standard VAT rate is 5%. The supply of specific goods and services is taxed at a 0% rate or is exempt from VAT.
Registration for VAT in the UAE is mandatory for persons whose taxable turnover for the last 12 months exceeded the threshold of AED 375,000, or such excess is expected within the following 30 days.
Excise was introduced in 2017 in relation to the import and production of carbonated, energy and sugary drinks (50% rate), tobacco, tobacco products, appliances and liquids (100% rate).
Local taxes apply to certain hotel and leisure services and property rentals.
There is no personal income tax in the UAE.
There are no inheritance or wealth taxes in the UAE.
Tax residency in the UAE
Tax residency of legal entities. Until now, there has been no clear concept of tax residency of legal entities in the UAE. According to the information provided by the UAE to the OECD Automatic Exchange Portal, a resident entity is an entity which is incorporated, registered, managed and controlled within the territory of the United Arab Emirates.
However, a UAE company can obtain a tax residency certificate only if it meets the requirements established by the Ministry of Finance, in particular, if the company:
- is registered and operates in the UAE for at least 1 year;
- has at least one director resident in the UAE;
- has a permanent place of business in the UAE;
- prepares audited financial statements certified by a local auditor.
The UAE offshore companies cannot obtain tax residency certificates.
A tax residency certificate in the UAE may be required to confirm the status of the tax resident for the purposes of a double taxation agreements application.
A legal entity applying for a tax residency certificate must submit:
- copy of trade license and information on directors and shareholders;
- Establishment contract certified by competent authorities (unless it is a sole proprietorship)
- copies of passports and Emirates ID of owners, partners and directors of the legal entity;
- copies of residence permits for owners, partners and directors of the legal entity;
- certified copy of financial statements audited by a certified audit firm (the financial statements must cover the year for which the certificate is requested. If the certificate is requested for the current year, the financial statements must cover the previous year);
- a bank statement issued by a local (UAE) bank covering 6 months;
- a certified copy of a lease agreement.
A tax residency certificate is issued by the UAE Federal Tax Authority (FTA). The certificate is valid for 1 year from the beginning of the financial year chosen by the applicant.
Tax residency of individuals (natural persons). There has been no clear legal definition of the tax residency of individuals.According to the information provided by the UAE to the OECD Automatic Exchange Portal, a resident person is any UAE national or an individual who is a resident in the UAE with a valid Emirates ID and a valid residency visa.
At the same time, the formal confirmation of an individual’s tax residency with the issue of a tax residency certificate is currently in line with world practice. It is only possible on the condition of actual stay in the country for at least 180 days a year. This requirement has been in effect since November 2020.
The following documents are required to obtain a tax residency certificate for an individual:
- copy of passport;
- copy of UAE residence visa;
- copy of Emirates ID;
- certified copy of the residential lease agreement (the lease agreement must be registered with the relevant authorities);
- source of income (for example, a salary certificate, trade license);
- bank statement issued by a local (UAE) bank covering 6 months;
- entry and exit report from the Federal Authority of Identity and Citizenship specifying the number of days of stay of the person in the UAE.
Double tax treaty network of the UAE
Below is a list of countries with which the United Arab Emirates has double taxation treaties (DTT) in force as of June 2022, according to the UAE Ministry of Finance website.
The double taxation treaties may have a different scope of application. To understand the conditions for the avoidance of double taxation for a particular country or category of income, you should analyse the provisions of the DTT with the relevant country.
- Antigua and Barbuda
- Bosnia and Herzegovina
- Costa Rica
- Guinea Hong Kong
- Korea (Rep. of)
- New Zealand Niger
- Saudi Arabia
- South Africa
- United Kingdom
The Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting of 2016 entered into force for the UAE on 1 January 2019. Bilateral double tax treaties concluded by the UAE will be applied subject to this Convention.
UAE and international exchange of tax information
The UAE exchanges tax information upon request under the Convention on Mutual Administrative Assistance in Tax Matters, which entered into force for the UAE on 1 September 2018, and bilateral double tax treaties that contain relevant commitments.
The UAE joined the automatic exchange of financial account information under the MCAA Common Reporting Standard (CRS) in 2018. According to the OECD Automatic Exchange Portal, the UAE expressed its intention to activate the automatic exchange with 75 jurisdictions.
The UAE residence visa
The UAE residence visa is a residence permit in the Emirates for a more or less long period – from 1 to 10 years. A residence visa may be issued to a foreign person who is already in the UAE on the basis of an entry permit or a short-term or long-term tourist visa.
The UAE residence visa entitles you to:
- open bank accounts in the UAE;
- use various financial products;
- obtain a driving license;
- use state healthcare services and medical insurance;
- enrol your children in state and private schools;
- travel without visas to a number of countries.
There are several ways to obtain a UAE residence visa. A foreign person may apply for a residence visa if he or she:
a) Is employed in a UAE company (“working visa”). When applying for such a visa, the employer, either mainland or FTZ company, will act as an applicant and sponsor. A visa is issued for a 3-year period depending on the employment contract term. According to the latest changes, highly qualified professionals who meet specific requirements can apply for a 5 or 10-year resident visa. Freelancers and self-employed individuals can also apply for a residence visa if they have the necessary education and income and receive a license for their activities in the UAE. They do not need a sponsor or an employer; or
b) Is an owner (founder/shareholder having at least 25% interest) of a company registered in the UAE mainland or one of the Emirates’ free trade zones (“investor visa”). In this case, the investor will act as the applicant and his company as the sponsor. According to the latest changes, a resident visa will be issued for 5 years (previously – up to 3 years) subject to the approval of the investment by the competent authority and evidence of its implementation; or
c) Purchases residential property in the UAE (“real estate owner’s visa”). The value of the immovable property, the acquisition of which is a condition for a resident visa, must be at least AED 1 million (about USD 272,000). Investors purchasing the immovable property worth more than AED 2 million will be eligible for a 10-year resident visa.
An applicant’s children, parents and close relatives may also obtain a residence visa.
To obtain a residence visa, applicants over 18 years must pass a medical test and security check and apply for Emirates ID in the Federal Authority of Identity and Citizenship.
The duration of stay in the UAE with a resident visa varies depending on the type of visa and the reasons for obtaining it. Such period may be 1, 2, 3, 5 or 10 years.
All UAE citizens and residents (including foreign citizens) must have Emirates ID – an identification card issued by the Federal Authority of Identity and Citizenship. It is used as a personal identification document required to access electronic services of the government and when going through passport control at airports.
Opening a bank account in the UAE
Emirati banks and banks belonging to international financial groups (Europe, USA) operate in the UAE.
When opening personal and corporate bank accounts, banks in the UAE, like anywhere else, carry out due diligence and know-your-customer (KYC) procedures, requesting various documents and assessing the risks of accepting each client. Furthermore, banks carry out the subsequent control of account transactions. The legislation on combating money laundering and terrorist financing is in force.
Emirates’ banks primarily focus on servicing UAE residents (local and FTZ companies and individuals with a residence visa and Emirates ID).
When opening and maintaining local companies’ accounts in the UAE, banks check, among other things, the presence of a real office and addresses and contact numbers of all shareholders and account holders in the UAE.
Opening accounts in the UAE for non-residents is usually subject to the significant investment made by the latter (for example, depositing a certain amount) and meeting all other bank’s requirements.
For comfortable use of the UAE bank account, the account holder needs to speak English at a level that allows effective communication with the bank manager on emerging issues.
Legalisation of foreign documents
The UAE is still not a party to the Convention Abolishing the Requirement of Legalisation for Foreign Public Documents of 5 October 1961 (also known as the “Apostille Convention”). It means that the UAE government authorities do not affix an apostille and do not recognise foreign documents with an apostille.
To be used in the UAE, a foreign document must be legalised. Legalisation is a multi-stage process in which a document with a notarized translation is subject to consecutive certification by several authorities. This increases the cost and time of the preparation of documents.
It is important to note that legalisation can be made in relation to a single document. A set of several documents cannot be legalised by a single legalisation inscription.