LLC Formation in Dubai
IHow can I set-up a Limited Liability Company (LLC) in Dubai? What are the procedures of setting up an LLC Company in Dubai?
In a limited-liability company, the minimum number of shareholders is two and the maximum is 50. The liability of shareholders is limited to their shares in the capital. The company may carry on any type of activities except insurance, banking, or money investment. In UAE, The minimum capital requirement law was abolished on 10th August 2009. The memorandum of association must include the following:
Trade name of the company, its objectives, head office, duration, names of shareholders, their nationalities, addresses, and places of residence; and Amount of capital, share of each shareholder, and a statement of capital paid in kind (if any), names and nationalities of the company managers, distribution of profits and losses which may not necessarily be in the same proportion as the capital, and the adopted method of notification.
In Dubai, Capital Deposit rule has been cancelled. i.e. Limited Liability Company can be formed without Bank Deposit Certificate and Auditor Certificate. In Abu Dhabi, minimum capital requirement is Dh150,000. The manager of the company will be allowed to operate the account as soon as the incorporation is completed. The Manager of the company can be more than one and he/they shall have all administrative and financial powers. A shareholder may transfer his share in the company or part of it to another shareholder or to a third party. Management is handled by no more than five designated managers, who are not necessarily members of the company. Non-UAE nationals may own up to 49 per cent of an LLC.
In distribution of profit and loss, foreign investor can have 80% and 20% local UAE sponsor.
It is imperative that each limited-liability company appoints auditors to satisfy the requirements of the Commercial Companies Act. The law does not permit this form of company to issue share certificates. Evidence of ownership in the company is related and evidenced by the percentage contributed, assigned, or transferred in the share capital.
A larger portion of Dubai Limited Liability Companies use the local UAE sponsor as a “silent partner.” In this arrangement, the local UAE sponsor is usually paid an annual “sponsorship fee” in return for giving up management control of the company to the foreign investor. To prepare your LLC Agreement call +971 55 2783 441
- Name reservation from Department of Economic Development (DED) or Ontime office at Business Village near Clock Tower or Tas’heel Centre at Al Tawar Centre, Qusais. Fees:Dh260 including service charge. Foreign/English words and short words/Abbreviation will be charged extra fee of Dh2000 per year at the time of license renewal. First time fees should be paid along with first license fees. Trade Names that cannot be reserved: Name of country, Name of Continent, Famous regions and Towns, Colour (blue, red etc.).
- Initial Approval for activity from Department of Economic Development (DED). Initial approval fee Dh210 to be paid at DED.
- Documents required for initial approval: Filled form, Passport Copies of Partners, Naturalization book’s (Jinsiyya) copy of Local Partner, No Objection Letter from the sponsor for expatriate partners (NOC is not required for visit/Tourist visa holders and their visa copy should be attached). If UID Number is not mentioned in the Visit/Tourist/Transit visa, it has to be collected from Immigration Department on payment of Dh130.
Some activities require initial approval from concerned departments (eg. Municipality, RTA, National Media Council etc.)
- Preparing Memorandum of Association (LLC Agreement)
- Attestation of Memorandum of Association from Notary Public. As per the new rule, the court agreement must be typed by legal translator or get seal and signature of the legal translator on the agreement if it is typed from normal typing centre.
- Tenancy Contract (It is suggested to contact the counter of the Planning Dept. of Dubai Municipality, at the Department of Economic Development, on Telephone No. 04-2020105, or the Municipality’s Telephone No. 04-2063788, before leasing the premises in order to ensure that it is suitable for the business). Get approval on Tenancy contract from Planning Dept. of Dubai Municipality at DED.
- Submit Initial approval, Name reservation certificate, Attested Memorandum & Tenancy Contract at Department of Economic Development.
- Payment voucher will be issued same time or can be printed from DED Website after two days.
Special approval required for certain business activities from the concerned authorities
For Inbound Tourism Dh100,000 to be deposited in Bank
For Outbound Tourism Dh200,000 to be deposited in Bank
These deposits are irrevocable till the license cancelled.
For Travel Agency Dh100,000 to be deposited at Department of Tourism & Commerce Marketing. This deposit is irrevocable till the license is cancelled.
Building Contracting Companies
For Building Contracting Company License, Dh10,000 to be extra at the Department of Economic Development when the license issued first time.
For General Trading License, Dh15,000 to be extra at the Department of Economic Development when the license issued first time.
Dh50,000 to be deposited at Dubai Customs. This deposit is irrevocable till the license is cancelled.
RTA Activities (following fees to be paid for RTA initial approval)
Rent a Car: Dh5000
Bus Rental: Dh1000
Passenger Transport by rented Buses: Dh1000
Telephones & Telecommunications Equipment Trading
Dh5500 to be paid at Telecommunications Regulator Authority (TRA). This is one time fee.
Security Service: Property guard & Surveillance Services, Party security & private guarding services
Initial approval from Department of Protective Systems, Dubai. Tel. 04-2048312
Oilfield & Natural Gas related activities
Initial approval from Ruler’s Court
Initial approval from Central Bank of UAE and Department of Protective Systems
Jewelry, Mobile SIM Card Trading, Stamp & Seal Making
Initial approval from Department of Protective Systems
For supermarket, 2000 square feet area is required.
Electrical Fitting Contracting: minimum 360 square feet office area is required.
Minimum 175 square feet kitchen area is required.
To set-up your business, to prepare your DED related forms, court agreements and amendments, call: 04 220 4141
Street Food Truck License in Dubai is controlled by Dubai Municipality
Only ready-made meals and fry-ups are allowed to be served by food trucks.
Get No Objection Permit from Permits and Applied Nutrition section at Dubai Municipality to conduct this activity.
The kitchen area in the vehicle must be suitable for the permitted activities. The floors, walls and ceilings should be made of smooth materials; they should be easy to clean, non-absorbent of water, fire-resistant, light-colored, non-toxic and without cracks.
Food trucks must also provide appropriate ventilation and lighting.
There should also be a double sink for washing small equipment that is situated close to the preparation area.
It is also required to provide sufficient and appropriate places for storing one-time use packaging materials, and the equipment should be conveniently distributed inside the vehicle, so as to separate the various operations to prevent cross-contamination. It is not allowed to prepare raw materials, thawed meat, poultry and fish in the mobile truck.
The activity of food trucks should be limited to heating operations, simple barbecues and fry-ups for ready-made meals like burgers, sausages and French fries.
It is not allowed to clean and wash the vegetables in the mobile trucks, and all vegetables must be sorted, cleaned, sterilized and stored in clean covered containers outside the vehicle, in a licensed and secure place in order to avoid cross-contamination.
Minimum area required for a normal commercial/professional shop/office: 200 square feet.
Head Office: Business Village
Near Clock Tower
Tel: 04-4455006 (VIP Section)
Al Tawar Centre, First Floor, Qusais, Deira, Dubai
(To register licenses in TECOM area)
Q: How many managers can be put in the Memorandum of Association?
A: Minimum one and maximum five. Article No 235 of the Commercial Companies Law states the following: “A LLC shall be managed by one manager or more, who shall be selected from the partners or otherwise, provided that they do not exceed five. Managers shall be appointed in the Memorandum of Association of the company or in a separate contract for a specific period or without limitation.”
Article No 236 of the same law states that if a manager is appointed in the Memorandum of Association without limitation of a specific period, in such an event, the manager shall remain in the company for the duration of the company unless the Memorandum of Association provides for the possibility to remove the individual.