Company Formation Checklist in Dubai Mainland: Documentation Requirements
Start the attestation chain first — it runs through offices abroad that you cannot chase from Dubai.
Federal Decree-Law No. 26 of 2020 ended the mandatory 51% Emirati shareholding for most mainland activities, but the licence file itself did not get shorter. This checklist walks the Department of Economy and Tourism sequence in order: choosing the activity and legal form, trade name reservation and initial approval, the notarised memorandum of association, the attestation and Arabic translation chain for foreign shareholder documents, Ejari tenancy registration, and the labour, immigration, beneficial ownership and tax steps that follow licence issue.
The ownership question is settled — the paperwork is not
Founders still open the conversation about a Dubai mainland company by asking whether they need an Emirati partner holding 51%. For most activities they do not. Federal Decree-Law No. 26 of 2020, effective 1 June 2021, removed the mandatory UAE-national shareholding for mainland companies, and full foreign ownership is now available across most activities, subject to a list of activities with strategic impact where restrictions or additional conditions still apply. A branch of a foreign company is a separate case: a branch is not a company, and the local service agent arrangement remains lawful and in use there.
What has not become simpler is the file. A mainland licence is issued by the Department of Economy and Tourism against a set of documents that has to be assembled in a particular order, and each step consumes the output of the one before it.
Step one: activity, then legal form
Start with the activity, because it controls everything downstream. The activity decides whether an external authority has to approve the business before the licence issues, whether the activity sits on the strategic-impact list, what premises are acceptable, and which licence type applies.
Then choose the legal form. The limited liability company remains the usual vehicle for trading and services, and it is governed by Federal Decree-Law No. 32 of 2021, which replaced Federal Law No. 2 of 2015 as the Commercial Companies Law. Sole establishments, civil companies for certain professional activities, and branches of foreign or UAE companies each carry different documentation and different liability consequences for the owner. Changing form after the licence has issued means amending the constitutional documents, so it is worth an hour of advice at the start.
Trade name and initial approval
The trade name is reserved before the licence application proper. Names have to comply with the naming rules — no religious references, no reference to a public authority, no misleading indication of an activity the entity is not licensed for — and a name that borrows a personal name usually needs supporting identification. Initial approval follows: it confirms in principle that the authority has no objection to the applicant carrying on the activity, and where a sector regulator is involved its clearance is obtained at this point.
The constitutional documents
For an LLC, the memorandum of association records the shareholders, the share capital and its division, the management arrangements, the signing authority and the profit-sharing terms. It is executed before a notary. This is the document founders most often sign in a standard form and then regret, because it also settles what happens when they disagree: how a manager is removed, whether a shareholder can transfer shares freely, how the price on a transfer is fixed, and what quorum a general assembly needs. Amending it later takes a notarised amendment and a filing.
Documents from foreign shareholders
Individual shareholders provide passport copies, photographs, proof of address, and where they hold UAE residence the visa page and Emirates ID. A corporate shareholder provides its certificate of incorporation, memorandum and articles, a certificate of good standing or incumbency, and a board resolution approving the Dubai incorporation and appointing the signatory.
Documents issued abroad must be notarised locally, legalised through the issuing country's foreign ministry, endorsed by the UAE embassy or consulate there, and then attested by the UAE Ministry of Foreign Affairs, with a legal translation into Arabic by a UAE-licensed translator. Begin this chain before anything else in the process, because it runs through offices you cannot chase from Dubai.
Premises and tenancy registration
A mainland licence requires premises appropriate to the activity, and the tenancy contract has to be registered through Ejari. The registered tenancy is what supports the licence and, in turn, the establishment card and the visa quota. A lease taken purely on price, without checking that the unit is approved for the activity and sized for the intended headcount, is a common and avoidable false start.
Document checklist
| Stage | Required documents |
|---|---|
| Trade name and initial approval | Name reservation, activity list, shareholder passports, external regulator approval where the activity requires it |
| Constitutional documents | Notarised memorandum of association, manager appointment, signing authority |
| Foreign corporate shareholder | Certificate of incorporation, memorandum and articles, good standing or incumbency certificate, board resolution — attested and translated into Arabic |
| Premises | Tenancy contract registered through Ejari, matching the activity and headcount |
| Licence issue | Establishment card, immigration and labour file opening |
| Post-licence | Beneficial ownership register, corporate tax registration, VAT review, employment contracts |
What follows the licence
- Labour and immigration files. The entity opens its files with the Ministry of Human Resources and Emiratisation and with immigration, then applies for work permits and residence visas. Employment sits under Federal Decree-Law No. 33 of 2021, which replaced Federal Law No. 8 of 1980, so contracts, notice, leave and end-of-service terms follow that law. The contract filed with the authority should match the offer the employee accepted.
- Beneficial ownership. Maintain and file the register of ultimate beneficial owners, and update it when the ownership chain changes.
- Corporate tax. Federal Decree-Law No. 47 of 2022 applies to financial years starting on or after 1 June 2023, with 0% on taxable income up to AED 375,000 and 9% above that. Registration and record-keeping apply even where no tax is payable.
- VAT. The rate is 5% under Federal Decree-Law No. 8 of 2017, as amended by Federal Decree-Law No. 18 of 2022. Registration follows turnover, so review it as revenue grows.
- Personal data. Federal Decree-Law No. 45 of 2021 governs personal data in the UAE. DIFC and ADGM run their own regimes, which is relevant if the group also has entities in either.
- Economic substance. Cabinet Decision No. 98 of 2024 cancelled the Economic Substance Regulations for financial years ending after 31 December 2022. Anything outstanding for the financial years 2019 to 2022 still needs to be resolved.
Where mainland set-ups go wrong
The recurring problems are not exotic. Attestation started too late. A memorandum of association adopted in standard form, with no thought given to deadlock or exit, which then has to be renegotiated under pressure. A tenancy signed before anyone confirmed the unit suited the activity. And an assumption that because ownership rules changed, sector approvals no longer apply — they do, and for regulated activities they are the long pole in the schedule.
Getting it right the first time
A Dubai mainland incorporation rewards sequencing. Confirm the activity, check whether it needs an outside approval or sits on the strategic-impact list, start attestation, negotiate the memorandum properly, then take premises. Done in that order the licence is administrative. Done in any other order, each step reopens the one before it.
Our corporate legal services team drafts memoranda that hold up when shareholders disagree, prepares foreign shareholder documents for attestation, and manages the licensing file end to end. Where a shareholding or a contract later turns contentious, our commercial dispute resolution team takes it forward.
Disclaimer: The information provided in this article is for general informational purposes only and does not constitute legal advice. Readers should seek professional legal advice tailored to their specific circumstances before making any decisions or taking any action based on the content of this article.
Nour Attorneys Team
Related Resources
- Company Formation Checklist for UAE Investors
- Compliance Audit Guide for Financial Entities
- Contract Drafting Protocol Guidelines
- Employee Onboarding Legal Requirements
