Services  ·  02 · The set-up

Companies & Structures.

A trade licence is easy to acquire in Dubai. A trade licence that does the job for the next ten years — that does not force a restructure, void a banking application, lock your founder out of a more efficient visa route, fail a counterparty's due diligence, or quietly disqualify the company from a tax election you wanted to make — that requires the structural conversation before the licence is filed.

Why the wrong vehicle is almost always the cheapest one.

Dubai's corporate-services market is shaped by the price of a trade licence. Almost every provider competes on it. The licence — DET mainland, DMCC, IFZA, Meydan, RAK ICC, ADGM — is offered as a near-commodity, and the price differences look meaningful in isolation. They are not. The licence is roughly five to fifteen per cent of the total cost of running a Dubai-domiciled company over five years. What dominates the other eighty-five per cent is the consequences of which licence was chosen.

A mainland LLC opens commercial banking with the major UAE banks in days. A RAK ICC company opens it in months, if at all. A DMCC licence is accepted without question by international banking groups for high-net-worth structures. A free-zone licence at a lower-tier emirate may quietly fail correspondent-banking checks two years after issuance. A DIFC entity sits inside English common law and is the only sensible answer for a regulated family-office or fund function — and is the wrong answer for a small consultancy because of cost. A Dubai mainland licence is required for most retail and service businesses operating within the emirate. An ADGM SPV is the right shape for a holding vehicle that needs to file consolidated accounts in a recognisable jurisdiction.

The licence is a downstream artefact. The structure is the work. Most "unexpected" year-two costs are quietly wrong year-one decisions.

What we do.

For founders bringing an existing business — redomiciliation and group structure

When a founder is moving an existing operating company from another jurisdiction, the conversation is not "what licence do we file" — it is "how does the existing business fit into the new structure". The questions sit one layer deeper: does the UK / US / Singapore / Indian parent stay in place with the Dubai entity as a subsidiary; does the parent migrate to a UAE holding company; does the operating business itself redomicile; is there a continuity-of-contracts issue with existing customer agreements; what is the home-country exit-tax position when a substantial-shareholding founder relocates.

We design the migration as a group transaction: which entity becomes the new principal, which entities are wound up or kept dormant, where the intellectual property sits, how the existing customer base is retained without contract reissuance, and how the founder's home-country exit position interacts with the UAE arrival. The licence itself sits at the bottom of that work, not the top.

For new ventures — Dubai mainland (DET) LLCs

The Dubai Economic & Tourism licence is the workhorse of mainland Dubai — required for most retail, hospitality, professional-services, and consulting businesses that want to operate within the emirate without free-zone restrictions. Mainland companies can trade freely across the UAE, take government contracts, take customers without intermediary structures, and (since the 2021 reforms) be 100% foreign-owned in most permitted activities.

Our coordination covers activity selection (the DET activity list runs to thousands of entries and the wrong choice creates downstream banking and VAT problems), legal form selection (LLC, sole establishment, civil company), trade-name reservation, MOA drafting, Ejari and physical-office arrangement, initial approval and licence issuance, immigration card, and the immediate post-licence sequence (corporate bank account introductions, corporate-tax registration, VAT registration if applicable).

Dubai free zones

We work principally with the major Dubai free zones: DMCC, Meydan, IFZA, DIFC, JAFZA, Dubai South, Dubai Internet City, and Dubai Healthcare City. Each behaves differently across the five factors that actually matter to a long-term structure — banking acceptance, visa quota, repatriation rules, VAT-registration thresholds, and exit mechanics.

The free-zone conversation begins not with which one is cheapest but with which business activity is intended, which banking relationships will be needed, how many visas the company will require in the first three years, and what the eventual exit looks like (sale, generational transfer, wind-down, or international restructuring). From those answers we recommend a specific free zone and a specific package within it; the licence filing follows.

A short orientation, by no means complete: DMCC suits trading, commodities, professional services, and groups that value a strong international banking story. IFZA suits cost-sensitive holding and services structures where visa quota is the dominant variable. Meydan suits incoming founders who value speed of set-up and a wide activity list. DIFC suits regulated financial-services activity and English-law contractual arrangements. JAFZA suits logistics, warehousing, and industrial operations near Jebel Ali Port. Dubai South suits aviation, logistics, and ecommerce. Dubai Internet City and Healthcare City suit their respective sector-specific tenants.

ADGM

Abu Dhabi Global Market is not a Dubai vehicle — and we recommend it only when its specific advantages match a specific client need. ADGM operates under English common law, has the strongest regulatory framework in the region for funds, family offices, and financial-services activity, and is increasingly the right answer for structures that need international substance and recognised governance. ADGM SPVs are widely used as holding vehicles where the cost is justified — and increasingly as the parent vehicle for groups whose operating subsidiaries sit elsewhere in the UAE.

Where ADGM is appropriate we coordinate the full Registration Authority process including incorporation, board appointments, registered-office arrangements, FSRA licensing where applicable, and the practical reality of running an Abu Dhabi-domiciled entity from a Dubai-based founder.

Multinational regional headquarters

For multinational groups establishing a Dubai presence as a regional headquarters — covering the Gulf, the wider MENA region, or East-Africa-to-South-Asia — the structuring conversation extends beyond a single licence. The decisions span which UAE entity is the regional principal, how intra-group services are priced (transfer-pricing considerations under UAE corporate tax), how the regional team is visa-allocated, where treasury functions sit, and how the Dubai presence fits into the group's global consolidated reporting.

We do not act as the group's tax advisor — that work sits with the Big Four or the group's existing advisors — but we coordinate the UAE side of the conversation so the structure issued in Dubai supports rather than constrains the broader regional architecture.

RAK ICC and other offshore

RAK International Corporate Centre offers an offshore-style holding vehicle at low cost. We use it sparingly. The economic-substance requirements introduced in 2019 and tightened since have meaningfully narrowed the legitimate use cases, and international banks are increasingly cautious about RAK ICC structures in high-net-worth or operating-business contexts. Where it is the right tool — typically as a pure holding vehicle in a clearly substantiated group structure — we will arrange it. We will not recommend it as a default.

Banking introductions

A trade licence without a bank account is a paperweight. The banking conversation in Dubai has tightened considerably over the last five years; account-opening times for new companies routinely run to two to three months, and applications are rejected with limited explanation. Our practice maintains direct relationship-banker introductions across the major UAE banks (Emirates NBD, ENBD Private, Mashreq, RAKBANK, FAB, ADCB, HSBC UAE, Standard Chartered UAE) and we structure the corporate file at incorporation so that the banking application flows cleanly from it.

Costly mistakes we see, and how we prevent them.

• Existing business "moved" with no continuity-of-contracts plan. Founder redomiciles, the old entity is wound up, and customer contracts that were signed with the old entity quietly lapse or require novation. Customers are asked to re-sign; some take the opportunity to renegotiate. Avoidable with a phased migration that keeps the original entity in place until contracts are migrated.
• Licence chosen on headline price. Founder selects the cheapest free-zone package, then discovers the bank will not open an account for that free zone. Restructuring to a stronger licence costs more than the original saving — and the company has been operating in limbo for three months.
• Activity list mis-coded at incorporation. The DET activity selected does not match what the company actually does. Banking compliance flags it; corporate-tax registration becomes ambiguous; VAT classification is incorrect. Fixed retrospectively only by an amendment that often requires re-issuance.
• Visa quota under-estimated. Company licensed with two visa slots; team grows to nine within twelve months. Upgrade requires office expansion under most free-zone rules. Avoidable with a three-year team plan at incorporation.
• Single shareholder structure for a family business. Company incorporated with the founder as sole shareholder. On the founder's death the shares enter UAE probate and (without a UAE will) Sharia distribution. The operating business pauses for months. Resolution: shareholding held through a Foundation or with a properly drafted shareholders' agreement and UAE will from day one.
• Free zone chosen for speed, then renewed for inertia. Company set up in twenty-four hours because the founder needed the visa fast. Five years later the structure is still in that free zone — wrong size, wrong banking story, wrong tax position. Avoidable by treating the first licence as the start of a structure rather than the structure itself.
• UAE Corporate Tax registration missed or mistimed. The 9% UAE corporate tax regime introduced in 2023 requires registration within defined windows; missed registration triggers AED 10,000 penalties and the inability to make qualifying free-zone-person elections. We register at incorporation, not at the first reminder from the FTA.

How we work, in this phase.

A structural engagement begins with a long conversation — typically two hours — about the business: what it does, who it serves, where its customers and suppliers sit, how it makes money, what banking it needs, how the team scales, what the existing structure looks like (if there is one), what the home-country exit position requires, and what the eventual exit looks like (sale, generational transfer, wind-down, or international restructuring). From that conversation we produce a structuring memo that names the recommended jurisdiction, the specific licence within it, the activity list, the visa allocation, the banking pathway, and the corporate-tax position. The memo is yours to keep and to share with your other advisors.

Implementation runs to three to six weeks from engagement letter to licence issuance for most mainland and free-zone structures, plus a further four to twelve weeks for the corporate bank account. For redomiciliation work involving group restructuring, the timeline runs longer — typically three to six months — and is coordinated with home-country counsel throughout.

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