---

name: draft-incorporation-package-uae-mainland
description: Use when preparing an incorporation package for a UAE mainland (onshore) company registered with a Department of Economic Development (DED) or equivalent emirate authority. Covers trade-name reservation, DED approval, MOA/AOA notarization, Ejari tenancy registration, trade-license issuance, UBO and Economic Substance Return filings, Corporate Tax registration with FTA, and the Federal Decree-Law 32/2021 enabling 100% foreign ownership for most sectors.
license: MIT
metadata:
id: draft.incorporation-package-UAE-mainland
category: draft
practice_area: corporate
jurisdictions: [UAE]
priority: P1
intent: [UAE mainland incorporation, DED company, UAE company formation, LLC UAE mainland, 100% foreign ownership UAE]
related: [draft-incorporation-package-uae-freezone, draft-incorporation-package-difc, draft-employment-contract-uae, kb-corporate-uae]
source: Louis — HAQQ Legal AI (github.com/sboghossian/mini-claude-for-legal)
version: "1.0"

Incorporation Package — UAE Mainland (Onshore)

When to use this

Use this skill to prepare the document set and procedural checklist for incorporating a company on the UAE mainland — registered with the relevant emirate's Department of Economic Development (DED) or equivalent licensing authority (Abu Dhabi Department of Economic Development, Sharjah Economic Development Department, etc.).

A UAE mainland company can:

• Trade directly with UAE mainland customers without restrictions.
• Bid for government tenders (many reserved for mainland companies).
• Operate branches across the UAE.
• Sponsor employee visas (work permits) directly through MOHRE.

A UAE mainland company cannot benefit from free-zone tax exemptions — it is subject to UAE Federal Corporate Tax at 9% on taxable income above AED 375,000.

100% foreign ownership: Federal Decree-Law 32/2021 (Companies Law reform) removed the 51% UAE-national ownership requirement for most mainland business activities. Foreign investors can now hold 100% of mainland companies in most sectors. Exceptions remain in strategic/restricted sectors — verify the activity's ownership requirement before proceeding.

Legal structures available

Structure	Arabic	Description	Common use
Limited Liability Company (LLC)	شركة ذات مسؤولية محدودة	1–50 shareholders; limited liability	Most commercial purposes
Civil Company	شركة مدنية	For licensed professions (accountants, lawyers, engineers, doctors)	Professional service firms
Public Shareholding Company (PJSC)	شركة مساهمة عامة	Publicly traded; 10+ founders; substantial capital	Listed companies; major enterprises
Private Shareholding Company (PJSC)	شركة مساهمة خاصة	Private; 3+ shareholders; higher capital requirements	Medium/large private companies
Sole Establishment	منشأة فردية	Single natural person; unlimited personal liability	Individual traders; small businesses
Branch of foreign company	فرع شركة أجنبية	Extension of foreign parent; no separate legal personality	Foreign firms wanting UAE presence

Step-by-step incorporation process (Dubai DED example)

Step 1: Trade name reservation

• Reserve the proposed company name with Dubai DED through the DED portal or a typing centre.
• Name must be: in Arabic (mandatory); not already registered; not offensive or politically sensitive; not imply government affiliation without approval.
• English name alongside Arabic is permitted.
• Cost: nominal registration fee.
• Duration: trade-name reservation valid for 60 days; incorporate before expiry.

Step 2: Initial DED approval

• Apply for initial approval from DED specifying the business activities.
• Activities must be on the DED's licensed activity register (DED Activity List).
• Some activities require pre-approval from sector regulators before DED issues initial approval:
  • Healthcare activities: Dubai Health Authority (DHA).
  • Financial activities: UAE Central Bank / SCA (Securities and Commodities Authority).
  • Educational activities: Knowledge and Human Development Authority (KHDA) or equivalent.
  • Food/hospitality: Dubai Municipality.
• Initial approval is not a license; it authorizes the company to proceed with formation steps.

Step 3: MOA / AOA drafting and notarization

• Draft the Memorandum of Association (MOA) in Arabic:
  • Company name and purpose.
  • Shareholders and ownership percentages.
  • Share capital amount and paid-up status.
  • Management structure (Manager(s); Board).
  • Duration (perpetual is standard).
• Notarize the MOA before a Dubai Notary Public (or equivalent in other emirates).
• For 100% foreign-owned companies: no local sponsor or Local Service Agent required for most activities (post-Decree-Law 32/2021 reform).
  • Exception: certain service activities (government-liaison, specific professional licenses) may still require a Local Service Agent (LSA) — an Emirati national appointed as agent, not an owner, receiving a service fee.
  • Strategic sectors (defense, security, nuclear energy, post, telecommunications, water, electricity, pipelines, air/sea transport, pilotage) remain restricted to UAE national or government ownership.

Step 4: Office lease (Ejari registration)

• A physical office in the relevant emirate is required for a mainland trade license.
• Lease the office space.
• Register the tenancy contract on the Ejari system (Dubai Land Department's online tenancy registration system).
• Ejari registration certificate is required for the trade-license application.
• No virtual office: UAE mainland companies must have a physical, demised office space. Shared / co-working addresses must be formally registered through approved co-working providers that have DED agreements.

Step 5: Trade license issuance

• Submit to DED: initial approval, notarized MOA, Ejari certificate, shareholder documents, approval from sector regulator (if required).
• DED issues the Trade License.
• The Trade License specifies: company name, license number, legal form, activities, expiry date.
• Duration: 1-year license; renewable annually.

Step 6: Chamber of Commerce membership

• Register with the Dubai Chamber of Commerce and Industry (or equivalent in other emirates).
• Membership provides: certificates of origin for export; attestation services; trade facilitation.
• Annual fee.

Step 7: UBO register and corporate-governance filings

Under UAE Cabinet Decision 58/2020 (UBO Regulations):

• All UAE mainland companies must maintain a beneficial-ownership register.
• Declare all UBOs (natural persons controlling 25%+ of the entity).
• File the UBO register with the local licensing authority.
• Update on any change within 15 days.

Economic Substance Regulation (ESR): UAE Cabinet Resolution 57/2020 (as amended):

• UAE companies with income from qualifying activities (banking, insurance, investment fund management, headquarters business, shipping, distribution and service centres, intellectual property, financing and leasing) must:
  • Demonstrate adequate employees and physical assets in UAE.
  • Core income-generating activities performed in UAE.
  • File an annual ESR notification and report with the relevant authority.

Step 8: Corporate Tax registration (FTA)

• Register with the Federal Tax Authority (FTA) for UAE Corporate Tax.
• Corporate Tax: 9% on taxable income exceeding AED 375,000 (effective for fiscal years starting 1 June 2023 onwards).
• Small Business Relief: businesses with revenue ≤ AED 3 million may elect for simplified tax treatment.
• Annual corporate tax return required.

Step 9: VAT registration

• Register for VAT with FTA if taxable supplies exceed AED 375,000 per year (mandatory threshold) or AED 187,500 (voluntary).
• UAE VAT rate: 5%.
• VAT returns: quarterly (standard).

Step 10: MOHRE (Ministry of Human Resources and Emiratisation) registration

• Register as an employer with MOHRE.
• Required before applying for employee work permits.
• Emiratisation quota: UAE mainland companies above certain size thresholds must comply with Emiratisation targets (UAE national hiring quotas).
• Work-permit capacity: based on office size and activity.

Ownership structure for 100% foreign-owned companies

Federal Decree-Law 32/2021 enables full foreign ownership for most mainland activities. The process:

1. Confirm the company's activities are not in the restricted/strategic sector list.
2. Draft MOA with 100% foreign ownership (no UAE national as shareholder).
3. No local sponsor required in the MOA.
4. Note: for certain activities where a Local Service Agent (LSA) is required (government-related services), the LSA is engaged by service agreement, not as a shareholder. LSA fees are commercially agreed.

Typical incorporation timeline

Step	Duration
Trade name reservation	1–3 business days
Initial DED approval	1–5 business days
MOA drafting and notarization	3–7 business days
Office lease and Ejari	1–2 weeks
Trade license issuance	1–3 business days after documents complete
Bank account opening	3–6 weeks
MOHRE and FTA registration	1–2 weeks
Total	4–8 weeks

Mainland vs. free zone — decision guide

Factor	Mainland	Free zone
UAE mainland customers (direct sales)	Yes	No (need distributor or dual license)
Government tenders	Yes (most)	Limited
100% foreign ownership	Yes (most sectors)	Always
Corporate tax	9% (above AED 375K threshold)	0% (qualifying activities)
Office requirement	Physical office mandatory	Flexi-desk available
Employment law	Federal Decree-Law 33/2021	Same (most free zones)
Ease of setup	More steps	Fewer steps
Cost	Higher (office, notary, DED fees)	Lower (flexi-desk option)

Many businesses incorporate both: a mainland LLC for direct UAE commercial operations and a free-zone or DIFC entity as the holding/IP company.

Common mistakes

1. Activity not on DED list — conducting business outside licensed activities is an enforcement risk; ensure all activities are listed on the trade license.
2. No physical office — co-working without Ejari registration or DED-recognized address; trade license application will be rejected.
3. 100% foreign ownership in restricted sector — not all activities are liberalized; verify before incorporation.
4. ESR non-compliance — mainland companies in qualifying activities must meet ESR tests; penalties up to AED 100,000 for non-compliance.
5. Corporate tax registration missed — FTA registration is mandatory; failure to register triggers administrative penalties.
6. Emiratisation quota non-compliance — mainland companies above 50 employees with regulated activities must meet Emiratisation quotas; failure restricts new work-permit applications.

Related skills

• [[draft-incorporation-package-uae-freezone]] — free-zone alternative for 100% foreign ownership without mainland operations
• [[draft-incorporation-package-difc]] — DIFC for financial services and common-law environment
• [[draft-employment-contract-uae]] — UAE federal employment contracts for mainland employees
• [[kb-corporate-uae]] — UAE company law reference pack (Federal Decree-Law 32/2021 and implementing decisions)