M S Sulthan Legal Associates

Home

About

Services

Legal Templates

Blog

Contact

UAE Company Formation: The Ultimate FAQ Guide 2025

UAE Company Formation: The 2025 Strategic Guide & FAQ

By M S Sulthan Legal AssociatesUpdated: December 2025Reading Time: 12 Mins

The UAE legal landscape has transformed significantly with the introduction of Federal Corporate Tax and stricter compliance norms. Here are the 20 Critical FAQs updated for 2025 to help you navigate this dynamic environment.

Part 1: Structure & Licensing Basics

Q1: What is the real difference between a Mainland and a Free Zone company?

It comes down to where you can legally conduct business.

  • Free Zone (FZ): You are legally "outside" the UAE for customs purposes. You can trade internationally and within the Free Zone ecosystem. However, you cannot trade directly with mainland UAE customers (e.g., opening a retail shop in Dubai Mall or selling directly to local consumers). You must work through a local distributor.
  • Mainland: You are a standard onshore company licensed by the Department of Economy and Tourism (DET). You can trade anywhere—locally in the UAE, internationally, and with government bodies.
Recommendation: If you are a digital/consulting business serving global clients, choose Free Zone (Cheaper, easier). If you want to open a restaurant, retail shop, or contract with the UAE government, choose Mainland.
Q2: Do I still need a "Local Sponsor" (Emirati Partner) for a Mainland company?

Generally, No.

  • The Old Rule: Historically, you needed a local Emirati to own 51% of your company.
  • The New Rule (Post-2021): The UAE now allows 100% Foreign Ownership for most commercial and industrial activities (over 1,000+ activities). You can own 100% of your Mainland license without a local sponsor.

Exception: Strategic sectors like Oil & Gas, Defense, and Recruitment agencies may still require a local partner.

Q3: Can I live in the UAE if I open a company?

Yes.

Opening a company (either Mainland or Free Zone) entitles you to an Investor/Partner Visa (usually valid for 2 years). Once you have your residency, you can sponsor your family (Spouse, Children, and Parents) for residency visas as well.

Q4: How much does it actually cost to set up?

Costs vary wildly by jurisdiction. Here are realistic estimates for 2025:

  • Free Zone (Cheapest): Starts from AED 12,000 - AED 25,000 (approx. ₹2.7L - ₹5.6L) per year. This usually includes the license and sometimes 1 visa allocation.
  • Mainland (Dubai): Starts from AED 20,000 - AED 40,000+ (approx. ₹4.5L - ₹9L).
Hidden Costs Alert: Be careful of "License only" quotes. You must also budget for:
  • Visa Costs: ~AED 3,000 - 5,000 per person (Medical, ID, Stamping).
  • Health Insurance: Mandatory for all visa holders.
  • Office Rent: Mainland companies often require a physical office (or "Estidama"), while Free Zones accept "Virtual Offices."
Q5: Do I need to show paid-up capital in the bank?

Usually, No.

Most Free Zones and Mainland licenses do not require you to deposit share capital (e.g., AED 50,000) in the bank to get the license. You just declare it in the paperwork.

Exception: Specific Free Zones (like DMCC) or regulated activities (like Crypto/Financial Services) will require proof of capital.

Part 2: Taxation & Financial Compliance

Q6: Is the UAE still "Tax-Free"?

No, the era of 0% tax is technically over.

  • Corporate Tax: Effective June 2023, there is a 9% Corporate Tax on net profits.
  • The Exemption Threshold: You pay 0% Tax if your annual net profit is below AED 375,000 (approx. ₹85 Lakhs). You only pay 9% on the profit above this amount.
Free Zone Exception: "Qualifying Free Zone Persons" can still enjoy 0% Tax on qualifying income, provided they meet strict "Economic Substance" requirements and maintain audited books.
Q7: Do I need to register for VAT?

Only if you cross the revenue threshold:

  • Mandatory Registration: If your taxable turnover exceeds AED 375,000 per year.
  • Voluntary Registration: If your turnover exceeds AED 187,500.
Q8: What is "Small Business Relief" (SBR)?

Yes, this is the 0% Tax lifeline for startups.

  • The Rule: If your revenue (sales, not profit) is below AED 3 Million (approx. ₹6.8 Crores) in a tax year, you can apply for SBR.
  • The Benefit: You pay 0% Corporate Tax.
The Danger: This is NOT automatic. You must elect (tick a box) to apply for this relief in your tax return. If you forget, you will be taxed at 9%.
Note: This relief is currently valid for tax periods ending before 31st December 2026.
Q9: I am in a Free Zone with revenue under AED 3M. Am I automatically tax-exempt?

NO. You might accidentally disqualify yourself.

The Trap: You cannot claim Small Business Relief if you are a "Qualifying Free Zone Person" (QFZP) who has elected to enjoy the 0% Free Zone tax rate.

You must choose ONE path:

  1. Path A (Small Business Relief): Simple 0% tax because you are "small." (Best for startups).
  2. Path B (QFZP Status): 0% tax because you are in a "Free Zone." (Requires strict audits and substance checks).
Q10: When is my FIRST tax deadline?

If you set up in Jan 2024, mark your calendar for September 30, 2025.

  • The Rule: For most companies (Jan-Dec financial year), your first Tax Period was Jan 1, 2024 – Dec 31, 2024.
  • The Deadline: You have 9 months from the end of your financial year to file.

Note: Even if you made a LOSS, you MUST file a return declaring "0" tax. Failure to file attracts heavy penalties.

Part 3: Banking, Visas & Operations

Q11: Can I open a UAE bank account easily?

This is often the hardest part of the process.

Getting the license takes 3-5 days, but the Corporate Bank Account can take 1-3 months. UAE banks adhere to strict global AML rules and will ask for home country bank statements and proof of business experience.

Q12: Which digital banks will actually open an account for my new company?

It depends on your "Residency" status.

  • If you have a UAE Visa (Emirates ID):
    • Wio Business: The current gold standard. Opens in 24-48 hours. AED 0 min balance.
    • Mashreq NeoBiz: Excellent purely digital bank.
  • If you are Non-Resident: Wio might reject you. Traditional banks (ENBD/FAB) will ask for a high minimum balance ($50k - $100k).
Strategy: Get your Partner Visa/Emirates ID first. It increases approval success from 20% to 95%.
Q13: Can I get a 10-Year Golden Visa?

Yes, if you meet the valuation targets.

  • Business Route: Own a company with a capital of AED 2 Million or generate substantial audited revenue.
  • Property Route: Buy a property worth AED 2 Million (approx. ₹4.5 Crores).

The "Mortgage Hack": You don't need to pay AED 2M in cash. You can buy a property worth AED 2M with a mortgage, provided the down payment meets specific criteria.

Q14: What is the "Green Visa" for Freelancers?

The Green Visa is a 5-Year Self-Sponsored Visa (standard visas are 2 years).

  • Target: IT professionals, consultants, and designers.
  • Requirement: Bachelor’s degree and proof of annual self-employment income of AED 360,000 (~$98k) for the last 2 years.
  • Benefit: You don't need a company sponsor, and you can sponsor your family easily.
Q15: Can I just open a Dubai company, get a visa, and never visit?

No, you will fail the "ESR" Test.

Economic Substance Regulations (ESR) require UAE companies in specific sectors (Distribution, Service Centers, IP, etc.) to prove they have "Substance" in the UAE. You need:

  • Physical presence (Office/Desk).
  • Full-time employees in the UAE.
  • Operating expenditure in the UAE.

Penalty: Fines up to AED 50,000 and license suspension.

Part 4: Regulatory Compliance & Risks

Q16: Do I have to hire UAE Locals (Emiratisation)?

This is the biggest shock for 2025.

Previously, this applied only to big companies. Now, if you have 20-49 employees in key sectors (IT, Real Estate, Education, etc.), you MUST hire at least 1 Emirati.

The Fine: AED 96,000 (approx. ₹21 Lakhs) if you miss this target. Do not "fake" this hiring (Ghost Emiratisation); the government checks strictly.
Q17: Can I legally trade or issue Crypto/NFTs in Dubai?

Yes, but you face the "VARA" Wall.

Dubai has a dedicated regulator: VARA (Virtual Assets Regulatory Authority).

  • The Process: You need a "No Objection" from VARA before the DED issues the license.
  • The Cost: High application fees (~AED 40k-100k) and annual supervision fees.
  • Capital: Substantial paid-up capital is required to prove legitimacy.

Warning: Operating a crypto exchange with a standard "Software Trading" license can lead to AED 500,000+ fines.

Q18: If my Dubai business fails, can I just leave the country?
ABSOLUTELY NOT. This is a criminal offense.

If you leave without formally liquidating:

  1. Visa fines accumulate forever for you and your employees.
  2. Post-dated checks (for rent) will bounce -> Bouncing checks is a serious crime.
  3. You will be "Blacklisted" at immigration and banned from entering the UAE/GCC again.

The Solution: Appoint a liquidator, publish the notice, and get a "Final Audit Report" to legally close the license.

Q19: Can I buy a car under my company name?

Yes.

You can register vehicles under your UAE company name. This allows you to claim depreciation and vehicle expenses (fuel, insurance, maintenance) as deductible business expenses, reducing your taxable profit.

Q20: Can I use my UAE company to invoice clients globally?

Yes, this is the primary use case for Free Zone companies.

You can invoice clients in the USA, Europe, India, etc., in USD, EUR, or AED. There are no restrictions on incoming foreign currency. This makes the UAE an excellent hub for IT consultants, agencies, and dropshippers.

Newsletter

Don't miss our future updates! Get subscribed today!

MS Sulthan

Legal Associates

MENU

CONTACT

+919847980019

+91-4953552516

contact@mssulthan.com

T1, Ground Floor, Hi-Lite Business Park, Kozhikode, Kerala - 673014

136/2, Rameshwar Nagar, Model Town, New Delhi – 110033

© 2025 MS Sulthan Legal Associates. All rights reserved.