Set up a company

Company formation in Dubai: which structure for which business

Choosing between a free zone, the mainland and offshore is not about the price of the licence. It comes down to what you sell, who you invoice, and how many residence visas the structure has to carry — with constraints the set-up price alone never shows.

Compare the three structures

Reply within one working day. No commitment.

3 regimes Free zone, mainland, offshore
Possible regimes
3
Free zone, mainland, offshore
Corporate tax above the threshold
9%
Above AED 375,000 of taxable profit
To activate the bank account
6–10 wks
From a complete file to an active account
Possible gap over three years
×2
Between two structures sold at the same set-up price

Orders of magnitude taken from the guide below. They describe a mechanism, not your project.

Start with the invoice, not the licence

Key point

If your end client is a company, an individual or a government body based in the UAE, the mainland is in practice the only way to invoice them directly. If your clients are abroad, a free zone covers almost every case. An offshore company invoices nothing: it is a holding vehicle.

Three questions, asked in this order, rule out half the options in ten minutes. Who pays your invoice, and in which country is that entity registered? How many people need a UAE residence visa through this company? Do you need premises that clients, suppliers or inspectors will visit?

The first answer decides between a free zone and the mainland. The second sets the size of the licence and, with it, most of the yearly cost. The third decides whether you need a registered commercial lease or whether a shared desk will do. The set-up price only comes after that — and it is the least decisive criterion of all.

The licence defines the business, never the other way round. You do not set up “a company in Dubai” and then decide what to sell. You select one or more activities from the issuing authority’s list, and that list — not your website, not your brochure — defines what you are allowed to invoice. A serious client will ask for a copy of the licence before signing, and your bank will reread it at every file review.

Each of the three regimes has its own page here: the free zone company, the mainland company and the offshore company, plus accounting and tax, which applies to all three.

The decision table

The three regimes, without the packaging

This table does not compare prices: they change from one zone to the next and from one quarter to the next. It compares what each regime allows and what it requires — the things that do not move.

Free zone, mainland and offshore — what each regime allows
CriterionFree zoneMainlandOffshore
Foreign ownership100%, and always has been100% for most activities100%
Invoicing a UAE-based clientIndirectly: distributor, branch or dual licenceDirectly, with no intermediaryNo
Government contracts and large local buyersRarely accessibleAccessibleNo
Residence visasQuota set by the zone, tied to the licence and the spaceQuota tied to the space on the registered leaseNone
Premises requiredA shared desk is accepted in many zonesCommercial lease registered with EjariNone
Corporate tax9% above the threshold; 0% on qualifying income if the regime applies9% above the thresholdTo be reviewed: depends on tax residence and substance
Local bank accountRoutine, demanding fileRoutine, demanding fileHard in practice, often refused
Accounts and auditAccounts required; audit required by some zonesAccounts requiredAccounts required, limited use
Typical useConsulting, services, software, international tradingRetail, restaurants, contracting, healthcare, UAE clientsHolding shares, a property or a portfolio

Scroll the table sideways to see every column.

What the table does not say: within the “free zone” column, the gaps between authorities are wider than the gap between a free zone and the mainland. A licence issued by a zone the banks know well and a licence issued by a cheap general-purpose zone do not open the same banks, do not carry the same visa quotas and do not renew at the same price.

Residence

The visa quota does not depend on your turnover

It depends on the space you occupy and the type of licence. A free zone licence without a dedicated office comes with a capped quota, usually a handful of visas. Beyond that, you need to rent an office, and the quota is then calculated in proportion to the floor area. On the mainland the principle is the same: the quota follows the area on the lease registered with Ejari, and the authorities check that the premises exist.

Every residence visa has a recurring cost that first budgets forget: immigration fees, medical test, Emirates ID, employer-paid health insurance, renewal. A structure sized for eight residents is structurally more expensive than one for a sole director, whatever its turnover. We size the quota on the headcount you actually expect in eighteen months, not on an ambition.

The detail of each residence permit, its thresholds and the absence rule — which is not the same for every permit — is covered in the visas and residence section.

Banking

The bank is the bottleneck, not the licence

In many free zones the licence takes a few days. The bank account takes weeks: allow six to ten weeks from a complete file to an active account, longer if the shareholding runs through a foreign holding company, or if the business touches trading, digital assets or jurisdictions under increased monitoring.

The bank will ask for the source of funds, the professional background of each shareholder, contracts or invoices proving the business exists beyond paper, proof of address, and sometimes a costed business plan. It will then set a minimum balance and charge monthly fees if you fall below it. A refusal is hard to recover from: the file starts again from scratch elsewhere, with one more question to answer.

Watch out

A free zone is also chosen for how well banks accept it. A cheaper licence issued by a little-known authority can cost two to three months of delay in opening the account — a trade-off the advertised price never shows.

The bank file, the documents and the most common reasons for refusal are set out on the page opening a bank account in Dubai.

Tax

Corporate tax applies in free zones too

Since Federal Decree-Law No. 47 of 2022 came into force, UAE companies are subject to corporate tax at 9% on taxable profit above a threshold of AED 375,000, with a 0% rate below it. The scale is marginal: crossing the threshold does not retroactively tax the whole profit.

A free zone company is not exempt by default. It may qualify as a Qualifying Free Zone Person and have its qualifying income taxed at 0%, but the regime has to be earned: a closed list of eligible activities, real substance in the UAE, a cap on non-qualifying income that must not be exceeded, audited accounts. In practice, a consulting firm that invoices European clients from a shared desk, and whose director spends six weeks a year in the country, is not in a comfortable position to claim that status. This is the most fluid part of the system, and the one to review every financial year for your situation.

Personal tax residence

Setting up a company in the UAE does not take you out of the tax system of the country you are leaving. As long as your personal tax residence has not changed — and it has to be proven, it cannot simply be declared — the structure’s income may remain taxable where you live, and your home tax authority has a say in your departure. Deal with this with an adviser in that country, before setting up, never after.

How the tax works in full, the exemptions and the filing calendar are covered on the page corporate tax in the UAE.

Substance

Substance: what the authorities and the bank look at

Substance means decisions taken in the UAE, by people present in the UAE, with resources that actually exist. In practice: real premises, even small ones; a director who spends time there; at least one employee or a salaried director; contracts and invoices that match the activities on the licence; bank statements consistent with the declared business; and an up-to-date register of beneficial owners.

None of these requirements can be fixed after the event. They are designed in when the structure is chosen, because they are what drives the yearly cost — and because a bank, a partner or an authority that looks for them and cannot find them draws quick conclusions.

Budget

Set-up cost versus yearly cost: the trade-off most often got wrong

The first-year price is the most visible figure; it is not the one that matters. The figure that matters is year three: licence renewal, rent or desk, immigration fees per visa, health insurance, bookkeeping, audit where the zone requires it, the corporate tax return, VAT returns where applicable, bank fees and the minimum balance tied up.

Two structures sold at the same set-up price can differ by a factor of two over three years, depending on the zone, the visa quota and the audit requirement. The structure comparator lays these items out line by line, so that the decision is made on the cost of ownership rather than on the headline price.

The guide

Four situations, four answers

Each case leads to a page that covers the regime in detail: what it allows, what it costs and what it forbids.

Your clients are outside the UAE

Free zone company

Consulting, services, software, international trading: a free zone covers almost all of these, with 100% foreign ownership and a visa quota sized to your needs.

Your clients are in the UAE

Mainland company

Retail, restaurants, contracting, healthcare, government contracts or invoicing local companies directly: only a mainland licence opens the domestic market without an intermediary.

You invoice nothing

Offshore company

Holding shares, a property or a portfolio, preparing a succession: an offshore company is a holding vehicle, with no visa, no office and no access to the local market.

Once the company exists

Accounting and tax

Bookkeeping, VAT, corporate tax, audit: the yearly obligations and the deadlines that cost penalties when they are missed.

Frequently asked questions about company formation in Dubai

Can I set up a company in Dubai without living there?

Yes. Incorporating and holding the shares require no prior residence, and most authorities accept remote signing. Opening the bank account, on the other hand, almost always requires at least one trip. Setting up without coming is possible; running the company without coming much less so, and the favourable tax regime assumes a real presence.

Do I still need an Emirati partner?

Not in most cases. Full foreign ownership has become the rule for most mainland activities, and it has always been the rule in free zones. A list of so-called strategic-impact activities remains subject to specific conditions: it is checked activity by activity before filing, never after.

How long before I am actually operational?

The licence takes a few days to a few weeks depending on the authority. The residence visa follows, then the Emirates ID. The bank account is the long step and everything else depends on it: until it is open, the company exists legally but cannot collect a single payment.

Does a free zone exempt the company from corporate tax?

Not automatically. The 0% rate on qualifying income is a conditional regime, not a feature of the zone: it requires eligible activities, real substance in the UAE and audited accounts, and it is lost as soon as one of the conditions stops being met. To be reviewed for your situation, every financial year.

Can a free zone company be converted into a mainland company?

It is not converted. You open a mainland branch, set up a second entity, or use the dual-licence arrangement where the zone has signed one with Dubai’s economic authority. Each route has a cost and accounting consequences: that is why the question of your target market comes before the first licence.

What yearly budget should I plan for?

It depends on the zone, the number of visas, the space you occupy and whether an audit is required. The most underestimated item is not the licence but the combination of visas, health insurance and premises, which rises in steps from the second employee. These items are costed line by line before incorporation, not after.

Further reading in this guide

Independent advice

Have your structure checked before you file

Describe your business, your clients and the number of residence visas to carry. We will tell you which structure holds, which one does not, and what year three will cost.

Add a message (recommended)

Optional. A little context lets the adviser prepare the conversation.

Reply within one working day. No commitment. By sending, you accept our privacy policy.