Professional Documents
Culture Documents
Introduction
The Dubai International Financial Centre (DIFC) is an onshore capital market which opened for
business in 2004 and which is designated as a financial free zone (Federal Decree No. 35 of
2004). The DIFC has developed into a leading financial services centre and is home to a number
of global and local financial institutions.
Dubai Financial Services Authority (DFSA)
As a first step, applicants should arrange a meeting with the Business Development Department
(BDD) of the DIFC to discuss intended activities and to submit a short form business plan. The
BDD will review these in consultation with the DFSA and, if appropriate, grant provisional
approval to proceed.
Since there are 23 recognized financial services activities, applicants will need to make sure that
they are applying for the appropriate category of license.
The 23 activities are:
1. Accepting deposits
2. Providing credit
3. Providing money services
4. Dealing in investments as principal
5. Dealing in investments as agent
6. Arranging credit or deals in investments
7. Managing assets
8. Advising on financial products or credit
9. Managing a collective investment fund
10. Providing custody
11. Arranging custody
12. Effecting contracts of insurance
13. Carrying out contracts of insurance
14. Operating an exchange
15. Operating a clearing house
16. Insurance intermediation
17. Insurance management
18. Managing a profit-sharing investment account
19. Operating an alternative trading system
20. Providing Trust services
21. Providing fund administration
22. Acting as the trustee of a fund
23. Operating a representative office.
There are also five different categories of license. Both the types of activities and category of
license have implications for the initial application process (including the obligation to prepare
and agree a business plan with the DFSA in certain circumstances) and for ongoing compliance
requirements.
In an effort to improve the efficiency of the application process, the DFSA is giving greater
focus to the pre-application phase. It has stressed the importance of engaging with the DFSA at
the earliest opportunity after meeting with the BDD and has also clarified the pre-application
steps that an applicant should follow (discussed in more detail below).
On a practical note, applicants should always obtain application forms direct from the DFSA as
the documents available for download from the website may not always be up to date.
Dubai International Financial Centre
The DFSA may grant a license to a non-DIFC company (i.e. a branch of a foreign company) if it
is established in a zone 1 jurisdiction (e.g. the UK, US, Australia and Singapore see the
DFSA website for the full list) and regulated by the financial regulator of that jurisdiction. Such
a branch could apply for any DFSA license category and the DFSA would waive the prudential
requirements for that foreign company, if it were subject to the financial regulations of the home
jurisdiction. However, it would still have the discretion to require the applicant to establish a new
legal entity in the DIFC if it considered this necessary.
Any foreign company carrying on business in the DIFC must be registered in the DIFC as a
Recognized Company and must comply with certain limited requirements of the DIFC
Companies Law.
Representative office
Operating a representative office in the DIFC is the least regulated form of financial activity, but
a company undertaking the financial service of Operating a Representative Office can only do
so if:
it is regulated in another jurisdiction
its representative office will only be carrying out marketing activities in the DIFC on its
behalf, and no other financial service
it is willing to accept certain practical limitations on the scope of its operations in the
DIFC (e.g. the number of staff it can employ must be in keeping with the nature of those
activities a representative office is allowed to conduct).
Application process
The DFSA has recently clarified that each applicant should undertake the following pre-
application steps:
after meeting the BDD, the applicant should attend a pre-application meeting with the
DFSA
it can then submit the final draft of its regulatory business plan (RBP) to the DFSA for
review and comment
the DFSA will meet the applicant to discuss any comments it may have on the RBP
once both parties are satisfied with the RPB, a hard copy of the application is submitted
(no online applications).
The DFSA should respond within two working days of the submission meeting to confirm
whether the application meets the regulatory requirements and is materially complete.
The DIFC and DFSA application forms can be prepared in parallel, but the DIFC application
cannot be submitted until the applicant has received an in principle approval and draft license
from the DFSA and has signed a lease agreement for office space in the DIFC.
The DFSA aims to provide in principle approval within 120 days of submission.
The DIFC application must be submitted through DIFC STAT Online (a portal that allows users
to edit, view, validate and submit forms online). The DIFC generates its application forms from
the initial information provided by the applicant.
Both the DFSA and DIFC fees depend on the category of license being applied for (and the
corporate vehicle, for DIFC fees).
Ambit of license
It is unclear how far the DFSA license extends to those activities carried on with companies and
individuals based in the UAE, but outside the DIFC free zone.
The DFSA has the right to grant licenses to financial services providers to provide services in
and from the DIFC. The meaning, effect and extent of from are unclear and it is unlikely that
the DFSA or any other DIFC or Dubai organization will clarify the position in the near
future.
There is a grey area between those activities plainly undertaken in the DIFC i.e. physically
within the DIFC (such as meetings with DIFC, onshore or overseas clients at which financial
services activities are undertaken) which are permissible and operating an effective business in
onshore UAE, which is not.
While there is clearly a point at which a company will be operating outside the scope of its
license, this is often seen as a risk assessment point or management issue. DIFC firms have
addressed these risks in a variety of ways, by:
ensuring that any marketing activity/documentation is given, or at least confirmed, in
writing, and stating or evidencing that the documents are given from the DIFC
ensuring that no substantive advice is physically given to clients in onshore UAE
establishing onshore representative offices
The inclusion of wording on websites to the effect that (a) the site does not contain
advice, and (b) the content of the site is located in, and provided from, the DIFC.
The UAE Securities and Commodities Authority (SCA) is expected to introduce regulations
prohibiting foreign companies from marketing units in investment funds onshore in the UAE (for
this purpose a DIFC financial services provider is treated as a foreign company). A foreign
company will probably need to obtain SCA approval to market its units in the UAE, but may also
have to engage a UAE licensed distributor, or establish a UAE Central Bank/SCA licensed
branch to do so.
We recommend that some form of risk investment appraisal is carried out before applying for a
financial services license from the DFSA.
How t o set up a Business in Dubai
Economic Research Depart ment
2009
2
Table of Cont ent s
Introduction .
1. Guidelines of set t ing up business in Dubai ..
1.1 Overview on Requirements for practicing business activities
1.1.1 Selection of the legal form
1.1.2 Ownership requirements
2. Licensing & Regulat ions ..
2.1 Licensing
2.2 Requirements for license submission
2.3 Inscription in the Commercial Register
2.4 Renewal of registration and license
3. Requirement s of ot her government depart ment s.
3.1 UAE Central Bank
a. Money Exchange Business
b. License of a bank representative office
3.2 Securities & Commodities Authority
3.3 Ports, Customs and Free Zone Authority
3.4 Dubai Cargo Village
3.5 Civil Defense
3.6 Dubai Municipality
a. Food Services
b. Construction Company
c. Engineering Consultancy
3.7 Ministry of Economy
3.8 Dubai Chamber of Commerce & Industry
Appendices:
Appendix1: Fees of attestation and issuance of certificate of origin at Dubai Chamber
Appendix2: Important contact details
3
Introduction
In recent years, investors from all over the world have shown great interest for investment in the
booming economy of Dubai. Investors see expanding opportunities for profit making in the different
sectors of economy. This drive for investment in Dubai is encouraged by the good investment climate
and the enabling business environment. The laws and regulations of setting up a business in Dubai
have been streamlined and simplified over time and are becoming increasing business friendly.
When an investor thinks of starting a business in Dubai the first thing that comes to his/her mind is
where to begin the process of setting up the business and what are the requirements that he/she
needs to satisfy before they can start doing business.
As the process of establishing business in Dubai goes mostly through Dubai Department of Economic
Development (DED), the largest part of this guide depends on what mentioned in the DED website
www.dubaided.gov.ae. Moreover, this guide gives an overview about the requirements by the other
government departments.
Dubai Chamber publishes this guide to answer such types of questions and many others that are
relevant for those who are thinking of setting up a business in Dubai.
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1. Guidelines of Set t ing up Business in Dubai
1.1 Overview on Requirement s for Pract icing Business Act ivit ies
Practicing any business activity, whether commercial or professional, should be through a body
corporate, which requires choosing one of the legal forms for the firm that shall practice such activity.
Therefore, choosing the right legal form of the firm is subject to many considerations to be studied
carefully so that the firm may conduct its business in the right and safe way. Among the
considerations, which should be observed in choosing the legal form of the firm are the following:
1. Compliance with the laws and legislation regulating the civil and commercial transactions. In the
UAE there are certain types of commercial companies are not allowed to practice certain types
of activities. For instance, limited liability companies are not allowed to practice the activity of
insurance and money exchange. In addition, there are certain activities, which are not allowed
to be practiced except by certain legal forms; for example, firms specialized in legal consultancy
and accounting services cannot practice their activities except through professional companies.
2. The size of the invested capital to be employed for practicing the activity, which depends on
either the personal ability of the investor in providing the required capital, or his ability to raise
funds from different financing sources in a lawful manner. Thus, projects, which need
investment of huge funds for their implementation, may require establishment of a public
shareholding company in order to ensure securing the required capital.
3. Scope of the firms activities, and whether it is planning to practice its activities on the local,
regional, or international level
4. Nationality of the investor. Local investor may practice most types of business activities through a
sole proprietorship or any other form of companies by entering into partnership with others.
However, if the investor is not a local, then he/she needs, in most cases, to have a local partner in
order to be able to practice certain business activities, except for the special cases where the law
does not dictate such requirement.
In addition to other considerations the investor has the absolute discretion in choosing the legal
form for practicing his business, except for the few cases, which the law determined to be practiced
through a certain legal form of establishments.
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1.1.1 Select ion of t he Legal Form
Suitable for the business project as per the type of business activity, which will be practiced, the
amount of invested capital and other important considerations already referred to in this section in the
light of which the firms deed is prepared, signed by the concerned parties, and attested by the Notary
Public.
Table1. Legal Forms of Est ablishment
Legal form Legal liabilit y Minimum
capit al
Number of persons
required
Joint Liability Joint None
required
Two or more UAE partners
Limited partnership Limited to shares None
required
One or more joint partners all
from UAE
Particular Partnership Personal unlimited
liability
None
required
Two or more parties
Public Joint Stock
Company
Limited to shares AED 10
million
Minimum 10 founder
members
Private Joint Stock
Company
Limited to shares AED 2
million
Minimum 3 founder members
Limited Liability
Company
Limited to shares None
required
2 and not to exceed 50
Partnership Limited
with Shares
Joint liability AED 500.000 General and participating
partners
Branch of a foreign
company
Same legal identity
of parent company
- Must have UAE service agent
1.1.2 Ownership Requirement s
All companies to be established in Dubai require 51 percent UAE nationals ownership. Exception to this
requirement is applied to the following categories:
Companies set up in the different Free Zones
Foreign companies registering branches or representative office
Activities allowing 100% GCC ownership
Professional Companies are permitted to have 100% foreign ownership on condition to
their compliance with appropriate local regulations and laws.
Instances where the law requires 100 percent local ownership.
Table (2) below shows the business activity according to the ownership structure
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Table2. Business act ivit y by ownership st ruct ure
Business
Act ivit y
UAE
Nat ional
GCC
Nat ional
Foreign
Nat ional
Foreign
Company
Sole
propriet orship
Acts as a representative
office and requires a UAE
national service agent
Limit ed
Liabilit y
Company
If GCC national has one
or more foreign partners,
then at least one UAE
national partner is
required. Foreign
ownership should not
exceed 49%.
At least one UAE
national partner
required. Foreign
ownership should not
exceed 49%.
At least one UAE national
partner required. Foreign
ownership should not exceed
49%.
Privat e
Shareholding
Company
Requires a
minimum
of 3 UAE
national
partners.
Requires a minimum of 3
UAE national partners. If
GCC national has one or
more foreign partners
then the foreign
ownership should not
exceed 49%.
Requires a minimum of 3
UAE national partners.
Foreign ownership
should not exceed 49%.
Requires a minimum of 3
UAE national partners.
Foreign ownership should not
exceed 49%.
Public
Shareholding
Company
Requires a
minimum
of 3 UAE
national
partners.
Requires a minimum of 3
UAE national partners. If
GCC national has one or
more foreign partners
then the foreign
ownership should not
exceed 49%.
Requires a minimum of 3
UAE national partners.
Foreign ownership
should not exceed 49%.
Requires a minimum of 3
UAE national partners.
Foreign ownership should not
exceed 49%.
Civil Business
Company/
Professional
Services