Decision tool

Free zone or mainland in Dubai: which structure fits your business

The question is not which structure is best. It is which one matches what you sell, to whom, and with how many people. This comparator asks the seven questions that actually decide it, and gives a reasoned recommendation — including what it will stop you from doing.

The short answer

If you invoice clients in the UAE, you need a mainland licence: it is the only one that gives direct access to the domestic market. If you invoice internationally, a free zone costs less and is enough. If you invoice nothing and need no visa, an offshore company is a holding vehicle — nothing more, and certainly not a tax tool.

Everything else comes down to three variables: the visa quota, the address, and whether your activity is regulated.

This choice drives everything else: legal forms, steps and documents, all covered in our guide to company formation in Dubai.

Questionnaire

Which structure fits your situation

Seven questions, one reasoned recommendation, and what it will not let you do. Nothing is sent: the calculation runs in your browser.

How it works

The licence defines the activity, never the other way round

It is the sentence we repeat most often, and the one people hear least. A licence does not authorise “consulting” or “trading” in general: it authorises specific activity names, listed by the jurisdiction, one by one. A firm that sells management consulting and also resells software carries on two activities. If the second is not on the licence, it is not covered — and that usually comes to light at the worst moment: at the bank, at the audit, or in a dispute with a client.

The second variable is market access. A free zone company is established within a perimeter that gives it its own framework and, often, a lower cost. That perimeter is also a limit: for most activities, it cannot invoice a client on the domestic market directly without a distributor, agent, branch or second licence. This does not cut it off from the country. It means the detour has a cost, and that cost must be compared with a mainland licence before you choose, not after.

The third variable surprises everyone: the visa quota does not follow your activity, it follows your space. On the mainland, the number of residence permits the company can sponsor is linked to the premises leased and the registered lease. In a free zone, it is linked to the package. A team that grows from three to eight people does not need a different licence: it needs a different office, and that is the budget line that quietly blows up.

Last comes substance. Corporate tax, the qualifying free zone regime, the tax residency certificate and opening a bank account all rest, to different degrees, on the same question: does the company really exist where it says it does? Premises, people, decisions taken on the ground. A structure chosen only on its headline price fails on this point, and the failure shows twelve to eighteen months later.

Method

What we check before recommending a free zone

Five questions we put, in this order, to any jurisdiction that offers you a package.

  1. We start from the activity, not the zone

    We take the exact name of what you sell and check it against the jurisdiction’s list of activities. If it is not on the list, the zone is not for you, whatever its price. This is the most expensive mistake and the most common one: you buy a licence, then find out it does not cover your business.

  2. We get the visa quota in writing, and the next tier up

    We ask for the number of visas attached to the package, the space that goes with it and the price of the tier above. The quota follows the space or the type of desk, never revenue. This is the line that derails the budget in year two, once the team has grown.

  3. We check the qualifying income regime for your exact activity

    The 0% rate in a free zone is not a feature of the zone: it depends on the activity, on substance and on the share of non-qualifying income. We ask the zone whether your activity is a qualifying activity, and keep the answer in writing.

  4. We ask for the exit cost before the entry cost

    Deregistering the licence, cancelling visas, terminating the lease, closing the bank account: leaving costs money, and almost nobody prices it at the start. A provider who cannot answer this question does not know your file.

  5. We raise the banking question before you pay for the licence

    Banks do not review every jurisdiction with the same appetite. We ask which banks work with the zone, on what kind of file and with what lead time. A licence without an account is useless, and the order of the steps cannot be undone.

Comparison

The three regimes side by side

The same table we use in meetings. It reads without the questionnaire.

Free zone, mainland and offshore: what each regime allows and what it requires
CriterionFree zoneMainlandOffshore
What the structure is forOperating from a zone, selling mainly outside the UAEOperating and invoicing on the UAE domestic marketHolding shares or assets, without trading
Foreign ownership100%100% for most activities; a few remain restricted100%
Invoicing a client on the domestic marketIndirectly: distributor, agent, branch or a second licence, depending on the activityDirectly: this is what the licence is forNo
Residence visasYes, within the quota attached to the packageYes, quota linked to the space leased and the registered leaseNone, for the shareholder or their family
Office requiredShared desk or office, depending on the packagePremises with a registered leaseNone; address held by a registered agent
Corporate taxIn scope; 0% possible on qualifying income, subject to conditions checked every financial yearIn scope; 9% above AED 375,000 of taxable profitIn scope; participation exemption possible on some income
VATRegistration above the legal threshold, as elsewhereRegistration above the legal thresholdIn principle no taxable supplies, so no registration
Company tax residency certificatePossible, subject to real substancePossible, subject to real substanceNot on its own
Holding property in the UAEDepends on the entity type and the zone; list kept by the Land DepartmentDepends on the activity and the area concernedPossible in some cases, subject to Land Department approval
Operating bank accountPossible; the bank assesses substance, not the licencePossible; a local address and lease help the applicationNoticeably harder; some banks refuse
Accounting and auditAccounts mandatory; audit required by several zonesAccounts mandatory; audit depends on the legal form and activityAccounts kept; audit rarely required
Ultimate beneficial owner registerYesYesYes
Relative costUsually lower than mainland; the gap depends on the package and the number of visasUsually higher; the lease weighs the mostThe lowest, since there is no visa and no office
When it is the right choiceClients outside the UAE, small team, visas neededUAE clients, local tenders, a growing teamPure holding: no invoices, no visas, no employees
The trapAssuming the 0% rate is automaticUnderestimating rent and the lease in the annual budgetPresenting it as a tax tool: it is not one

Scroll the table sideways to see every column.

Costing

The lines a quote must show

Free zone fees vary from one jurisdiction to another and from one activity to another, and they change during the year. These are the lines a complete quote must show, so that two offers can finally be compared.

  • Application fee and trade name reservation.
  • The licence, line by line, with each chosen activity named.
  • Initial registration of the entity and registry fees.
  • Company establishment card with the immigration authorities.
  • Access to the labour and immigration systems, and its renewal.
  • Desk or office, with the registered lease where one is required.
  • Cost per visa: immigration fees, medical test, biometrics, Emirates ID, mandatory health insurance.
  • Capital deposit certificate, where the jurisdiction asks for one.
  • Bookkeeping and year-end closing.
  • Annual audit, where the zone or the legal form requires it.
  • Corporate tax registration and filing of the return.
  • VAT registration and returns, if the threshold is crossed.
  • Annual renewal of the licence and the establishment card.
  • Deregistration, visa cancellation and lease termination: the exit cost.

A quote that fits on one line with a single total is not a quote: it is a headline price. The items most often missing are the cost per visa beyond the included quota, the annual audit where the zone requires one, and the exit.

Transparency

Method and assumptions

The questionnaire does not apply a score: it applies four rules, in this order. A regulated activity overrides everything else and suspends the recommendation, because the sector regulator then decides the jurisdiction. Next comes pure holding — no visa, no office, no revenue — which describes an offshore vehicle. Next comes selling to the UAE domestic market, which calls for a mainland licence. Everything else points to a free zone.

Corporate tax exposure is calculated in two bands. The revenue you enter is converted into profit using the net margin set in the assumptions, 30% by default. The part of that profit below the AED 375,000 threshold is not taxed; the part above it is taxed at 9%. The scale is marginal, so there is no cliff edge. A warning: taxable profit is not the accounting margin. It results from adjustments that only your accounts can produce.

One threshold is not an official figure but our own judgement, and it is better to say so: above six visas, the tool says the quota stops being a line in the package and becomes the first criterion for choosing. That is what we see in client files, it is not a legal rule, and you may disagree.

Every rate and every threshold is shown in the form, editable, and never collapsed. The VAT registration threshold is left empty by default: it is revised from time to time, and we will pre-fill it once it has been re-checked with the Federal Tax Authority. The five cost fields stay empty for the same reason. The “Reset” button restores the starting values; it does not validate them.

Every value used here — threshold, rate, banking lead time, the editorial visa-quota threshold — has a line in our verification register, with the status “to verify”. They are working values. They will be confirmed, corrected or removed, and this page will be updated with them.

The state of the questionnaire lives in the page address. You can send it to your accountant or lawyer: they will see exactly your answers, assumptions included.

Limits

What this tool does not tell you

A tool that claimed to decide on its own would be a dishonest tool. Here is what this one does not do, and what you will need to deal with elsewhere.

  • It does not read your jurisdiction’s list of activities. Yet that is the point that decides in the end. Until the exact name of your business has been found on an official list, the recommendation remains a working hypothesis.
  • It does not deal with your personal tax position. It flags that the country you are leaving has its say. It does not calculate exit tax, tax on dividends or controlled foreign company rules.
  • It ignores the permanent establishment question. Selling from Dubai to clients concentrated in one country can create a permanent establishment there, and so a local tax obligation. That is a tax-treaty question, not a licence question.
  • It does not model VAT transaction by transaction. Zero-rating, exemption and place of supply are decided at invoice level, never at company level.
  • It does not price the exit. Deregistration, visa cancellation, lease termination: these costs exist and almost never appear on an entry quote.
  • It knows neither your bank nor its current appetite. Acceptance policies change, including from one quarter to the next and from one jurisdiction to another.
  • The price of a free zone depends on the zone, the activity and the package chosen. A fee shown here would be wrong for most readers, and out of date for the rest.

Nothing above is legal or tax advice. Depending on your personal situation, the conclusions may change entirely: have them checked before you file an application.

Frequently asked questions

What clients ask before choosing

Can a free zone company invoice a client in Dubai outside the free zone?

For most activities, not directly. You need a distributor, an agent, a mainland branch or a second licence, and the set-up depends on the exact activity. Decide this before the first invoice: fixing it afterwards costs more than choosing the right licence at the start. We confirm this point with you before you invoice.

Is the 0% free zone rate automatic?

No. It requires you to meet the qualifying free zone conditions: eligible activities, real substance in the zone, and staying under a cap on non-qualifying income. Income from clients on the domestic market is generally not qualifying. These conditions are checked every financial year, and the rules on this point change often.

Does an offshore company give you a residence visa?

No, none, for the shareholder or their family. This is the most common confusion between offshore and free zone. A UAE offshore company is a holding vehicle: it sponsors nobody, does not obtain a tax residency certificate on its own and carries on no activity in the UAE.

How many visas does a licence allow?

It depends on space, not revenue. On the mainland, the quota follows the size of the premises leased and the registered lease. In a free zone, it follows the package: shared desk, office, floor area. We get the quota and the price of the next tier in writing before signing: it is the year-two question.

Do you need a physical office to set up a company in Dubai?

There is no such thing as a licence without an address. The question is what kind of address: a shared desk in a free zone, or premises with a registered lease on the mainland. Banks look at this too, because it is part of the substance they assess before opening an account.

Does setting up a company in Dubai end your tax residence in your home country?

No. No UAE structure changes your tax residence on its own. The country you are leaving applies its own criteria, and an exit tax may apply when you leave. Deal with this with a tax adviser in that country before incorporation, not after.

Further reading

Pages that take this choice further

Structures, tax and tools

Independent advice

Have your structure checked before you file

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