Free Zone Company Sharjah-Video:

General information on company formation in a free-trade-zone of UAE

Shares of companies within one of the free-trade-zones of the UAE (RAK, Jebel Ali, Sarah) may be owned by foreigners in whole. These companies are allowed to do their business within the FTZ or abroad UAE only. Business wthin the UAE can only be made via a representative.

Foreign investors must fulfil the following requirements to their companies:

The following steps have to be realized in any case: 

-Incorporation

-Visa for Management, shareholders and resident employees

-Office (UAE does not allow a sole registered office or a virtual office; affordable office space is available e.g. in RAK)

-Licence (approval to run a certain business. For each business a license is required and only after obtaining the license may the appropriate action be taken.) 

If the only business of an enterprise is in the UAE, please notice chapter 5 of the DTA:

Double Taxation Agreements, Definition of Permanent Establishment (Article of the DTA)

(1) For the purposes of this Convention, the term "permanent establishment" means a fixed place of business through which the business of an enterprise is wholly or partly carried on.

(2) The term "permanent establishment" includes especially:
(a) a place of management ;
(b) a branch ;
(c) an office ;
(d) a factory ;
(e) a workshop ; and
(f) a mine, quarry or any other place of extraction of natural resources.

(3) A building site or construction or installation project constitutes a permanent establishment only if it lasts more than nine months.

(4) Notwithstanding the preceding provisions of this Article, the term "permanent establishment" shall be deemed not to include :

(a) the use of facilities solely for the purpose of storage, display or delivery of goods or merchandise belonging to the enterprise ;
(b) the maintenance of a stock of goods or merchandise belonging to the enterprise solely for the purpose of storage, display or delivery ;
(c) the maintenance of a stock of goods or merchandise belonging to the enterprise solely for the purpose of processing by another enterprise ;
(d) the maintenance of a fixed place of business solely for the purpose of purchasing goods or merchandise, or of collecting information, for the enterprise ;
(e) the maintenance of a fixed place of business solely for the purpose of carrying on, for the enterprise, any other activity of a preparatory or auxiliary character ;
(f) the maintenance of a fixed place of business solely for any combination of activities mentioned in sub-paragraphs (a) to (e) of this paragraph, provided that the overall activity of the fixed place of business resulting from this combination is of a preparatory or auxiliary character.

(5) Notwithstanding the provisions of paragraphs (1) and (2) of this Article, where a person - other than an agent of an independent status to whom paragraph (6) of this Article applies - is acting on behalf of an enterprise and has, and habitually exercises, in a Contracting State an authority to conclude contracts on behalf of the enterprise, that enterprise shall be deemed to have a permanent establishment in that State in respect of any activities which that person undertakes for the enterprise, unless the activities of such person are limited to those mentioned in paragraph (4) of this Article which, if exercised through a fixed place of business, would not make this fixed place of business a permanent establishment under the provisions of that paragraph.

(6) An enterprise shall not be deemed to have a permanent establishment in a Contracting State merely because it carries on business in that State through a broker, general commission agent or any other agent of an independent status, provided that such persons are acting in the ordinary course of their business.

(7) The fact that a company which is a resident of a Contracting State controls or is controlled by a company which is a resident of the other Contracting State, or which carries on business in that other State (whether through a permanent establishment or otherwise), shall not of itself constitute either company a permanent establishment of the other. 

If there is no factory, workshop, mine, quarry or any other place of extraction of natural resources or a building site or construction or installation that lasts more than nine months, a resident of the UAE has to manage the operations of the business, to located the permanent establishment in the UAE. Besides this, a non-resident director can bring the proof that he is present to fulfill his management duties (place of management).

We cannot provide a trustee director in the UAE. Companies in the FTZ are tax free.

The initial capital is very different and we have to refer to our survey on our Internet sites.

Fees for an incorporation in the FTZ vary by services of ETC and governmental fees.

Governmental fees are available on our Internet site. Our fees are between € 2,900.00 and € 4,900.00, depending on the service.

Notwithstanding this, it is possible to incorporate an Offshore Company (Exempted Company).  An UAE Offshore Company may only do business outside the UAE, does not need any intial capital and can be owned by foreigners at 100% also. A trustee director can be provided.

For our clients our law firm is incorporating companies in the UAE free trade zone Sharijah. Our legal fees for an incorporation is 3,900 EUR plus governmental fees for licencing and visa plus costs for Office or registered office. (see below). If you need help by applying for visa and/or search for office space or tenancy contract etc., we charge a legal fee of 225,00 EUR/hour.

The Emirate of Sharjah with an area of 2,590 square kilometers, which is equivalent to 3.3 per cent of the country's total area excluding the islands, is the third largest emirate of the United Arab Emirates and the cultural capital of the Arab World as declared by the UNESCO in 1998. It is located between Dubai and Ras Al Khaima interrupted by a part of Ajman. Sharjah is 10 Kilometers away from Dubai and 76 Kilometers away from Abu Dhabi the capital of the United Arab Emirates.

Sharjah is known for its strength as the industrial backbone of the U.A.E... 40% of the total number of industries in the U.A.E. is based in Sharjah. The majority of these industries are petrochemicals, textiles, leather, food and basic non-metal industries.

Sharjah contains the main administrative and commercial centers along with cultural and traditional projects. Links with the outside world are provided by Sharjah International Airport, Port Khalid, Port Khorfakkan and Hamriyah Free Zone Port.

Living in Sharjah means experiencing a different and a unique life style. All the outstanding facilities of accommodations, multinational education, medical services, shopping malls, museums, clubs and a large variety of sports and social activities to enjoy; make Sharjah the perfect place to set up your business and reside.

Branch of a Local / International company

Basically, whether the branch is of a local company or of an international company, no capital is required to be deposited with the bank. The following documents should be provided.

Companies

New Incorporation: Free Zone Establishment (FZE) / Free Zone Company (FZC)

Free Zone Establishment (FZE) is a single share holder limited liability company which can be incorporated in Hamriyah Free Zone. The minimum capital requirement for incorporating a Free zone Establishment (FZE) is Dhs.150,000 (Approximately US$ 40,000). However Free Zone Company (FZC) will be a similar incorporation with multiple shareholding (maximum 5 shareholders).

Important aspects of an FZE / FZC

	An FZE / FZC is a limited liability entity.
	Not only natural persons but juristic persons like Companies can also incorporate FZE/FZCs in Hamriyah Free Zone.
	The Registration/Incorporation Charge is Dhs. 9,000.
	FZE / FZC's, like branches of local or foreign companies, will have to get a Free Zone License after incorporation/Registration.
	An FZE will be sole shareholder company. An FZC will be multi shareholder company with 2 to 5 shareholders.
	The minimum share capital for FZE/ FZC is AED.150,000. This will not be blocked, but can be used for business.
	An FZE Shares shall be in multiples of AED. 150,000/- whereas an FZC Shares shall be in multiples of AED. 1,000/-
	No share may be transferred without prior written approval of HFZA.
	The Financial Years shall be from January to December each year, except the commencement of the first year which shall be the date of Incorporation.

Incorporation Procedure

	An FZE Application (contains format of Memorandum also) needs to be submitted with documents.
	On Approval of the Project for which the FZE/FZC is proposed to be incorporated, HFZA will issue a letter to a UAE bank of the Investor's choice to open an account in the name of the FZE/FZC and to deposit the minimum capital.
	On production of bank's letter for receiving the minimum capital in the new FZE/FZC bank account, HFZA will issue a FZE / FZC Certificate of Incorporation after signing the agreement and making payments.
	The Investor can start withdrawing the amount for his business on submission of original Certificate of Incorporation to the bank.

Minimum Legal Requirements

	Free Zone Establishments (FZE) / Free Zone Company (FZC) should abide by the FZE / FZC Implementing Rules and Regulations. FZE Implementing Rules and Regulations are equivalent to its Memorandum and Articles of Association where as FZC Implementing Rules and Regulations are equivalent to its Articles of Association.
	FZE/FZE should submit its audited financial statements to Hamriyah Free Zone Authority every year within 3 months from the end of the financial year.
	There should be at least 2 Directors and a Secretary for FZE / FZC's.
	If a foreign national is to be appointed as a Director or Secretary, HFZA may require that such persons hold valid residence and work permit from the relevant authorities.
	At least one of the Directors and the Secretary must be residents.
	The offices of Director and Secretary may be held jointly by a single person. For Individuals For Companies Personal details of the Owner Certificate of Incorporation/Registration of the Company. (Notarized) Bank’s reference (Original) Bank’s reference letter regarding creditworthiness of the company. (Original) Letter of Appointment for the Manager with specimen signature (Notarized) along with his passport copy and Power of Attorney. Letter of Appointment for the Manager with his specimen signature (Notarized) along with his passport copy and Power of Attorney.
	Upon signing the agreement for Facility Lease and Personal Secondments the Free Zone prepares the license.
	On payment, the Free Zone issues the license and all other related documents.

The type of License that will be issued to an applicant company will be defined by the activity the applicant company is permitted by the Hamriyah Free Zone to undertake as follows:

1. Industrial License

This license will allow the holder to import raw materials for the purpose of manufacturing, processing and/or assembly of specified products. The finished products may be exported outside the UAE. If the finished products are sold in the UAE market then the License holder will need to do this through a local distributor or a local agent.

2. Commercial License

This license will allow the holder to import, export, sell, distribute and store items specified on the license. If the finished products are sold in the UAE market then the License holder will need to do this through a local distributor or a local agent.

3. Service License

This license allows the holder to carry out the services which are specified on the license within the Hamriyah Free Zone only.

4. National Industrial License

Companies holding a National Industrial License are allowed customs duty exemption on their products imported into the AGCC states.

This License provides the license holder the same status as local or AGCC companies inside the UAE. A National Industrial License is issued on the following conditions:

	The company is a manufacturing concern registered in any of the AGCC (Arabian Gulf Cooperation Council - Bahrain, Kuwait, Oman, Qatar, Saudi Arabia, United Arab Emirates) countries.
	At least 51% of the ownership or shareholding is held by an AGCC citizen.
	At least 40% of the value of the product is added in the Free Zone.

The holder of National Industrial License can import raw materials for the purpose of manufacturing, processing and/or assembly of specified products. The finished products may be exported outside the UAE. The activity must comply with the National Industrial Production Certificate, issued by the Ministry of Finance & Industry to the License holder.

License Fees

Flexible space designed with state-of-the-art communication facilities. The business center provides space for over 100 executive offices suits ranging in size from 15 m2 to 42 m2 with conferencing and internet facilities.           Conditions of Lease Agreement Lease Term: The lease term will be for a period of one year, renewable with a 3 months notice period. Terms of Payment: One payment for the full rental due at the signing of the lease for one year. Insurance: Insurance will be provided by Hamriyah Free Zone. The insurance rates for the office is Dhs 100/- (US$ 27/-) per year. Rates: Unit Size m2 Rent / m2 Misc Refundable Deposit   Dhs US$(Approx.) Dhs US$(Approx.) Dhs US$(Approx.) 15.30 m2 17,000.00 4,658.00 1,500.00 414.00 4,280.00 1,172.00 20.00 m2 ($274.00/ m2) 24,000.00 6,575.00 1,500.00 414.00 4,280.00 1,172.00 22.00 m2 ($274.00/ m2) 26,400.00 7,232.00 1,500.00 414.00 4,280.00 1,172.00 25.00 m2 ($295.00/ m2) 30,000.00 8,219.00 1,500.00 414.00 4,280.00 1,172.00 42.00 m2 ($295.00/ m2) 50,400.00 13,808.00 1,500.00 414.00 4,280.00 1,172.00 Additional Rates Name Approval Fee AED 250 ~ $68.06 P.O.Box Charges AED 350 ~ $95.29 Webpage Charges AED 250 ~ $68.06 Refundable deposit AED 2500 ~ $680.64

Introduction

The basic requirement for all business activity in Dubai is one of the following three categories of licence:

These licences are all issued by the Dubai Economic Department. However, licences for some categories of business require approval from certain ministries and other authorities: for example, banks and financial institutions from the Central Bank of the UAE; insurance companies and related agencies from the Ministry of Economy and Commerce; manufacturing from the Ministry of Finance and Industry; and pharmaceutical and medical products from the Ministry of Health.

More detailed procedures apply to businesses engaged in oil or gas production and related industries.

Practising some trade activities (e.g. jewellery and insurance) requires the submission of a financial guarantee issued by a bank operating in Dubai.

In general, all commercial and industrial businesses in Dubai should be registered with the Dubai Chamber of Commerce and Industry.

Fifty-one per cent participation by UAE nationals is the general requirement for all Dubai-established companies except:

In the past, each emirate followed its own procedures governing the operations of foreign business interests. In practice, however, Dubai and the other emirates followed the same general system, whereby foreign companies operated in one of three ways: with a local sponsor, through a partnership with a UAE national or company, or through a private limited company or public shareholding company incorporated by Ruler's decree.

Since 1984, steps have been taken to introduce a codified companies law applicable throughout the UAE. Federal Law No. 8 of 1984, as amended by Federal Law No. 13 of 1988 - the "Commercial Companies Law" - and its by-laws have been issued. In broad terms the provisions of the Law are as follows:

The Federal Law stipulates a total local equity of not less than 51% in any commercial company and defines seven categories of business organisation which can be established in the UAE. It sets out the requirements in terms of shareholders, directors, minimum capital levels and incorporation procedures. It further lays down provisions governing conversion, merger and dissolution of companies.

The seven categories of business organisation defined by the law are:

General partnership company
Partnership-en-commandite
Joint venture company
Public shareholding company
Private shareholding company
Limited liability company
Share partnership company
Partnerships

Partnership companies are limited to UAE nationals only. The Dubai government does not presently encourage the establishment of partnerships-en-commandite or share partnership companies.

Joint Venture Company

A joint venture is a contractual agreement between a foreign party and a local party licensed to engage in the desired activity. The local equity participation in the joint venture must be at least 51%, but the profit and loss distribution can be prescribed. There is no need to license the joint venture or publish the agreement. The foreign partner deals with third parties under the name of the local partner who - unless the agreement is publicised - bears all liability.

In practice, joint ventures are seen as offering a suitable structure for companies working together on specific projects.

Public and Private Shareholding companies

The law stipulates that companies engaging in banking, insurance, or financial activities should be run as public shareholding companies. Foreign banks, insurance and financial companies, however, can establish a presence in Dubai by opening a branch or representative office.

Shareholding companies are suitable primarily for large projects or operations, since the minimum capital required is Dh. 10 million (US$ 2.725 million) for a public company, and Dh. 2 million (US$ 0.545 million) for a private shareholding company. The chairman and a majority of directors must be UAE nationals and there is less flexibility of profit distribution than is permissible in the case of limited liability companies.

Limited Liability Company

A limited liability company can be formed by a minimum of two and a maximum of 50 persons whose liability is limited to their shares in the company's capital. Such companies are recognised as offering a suitable structure for organisations interested in developing a long term relationship in the local market.

In Dubai, the minimum capital is currently Dh. 300,000 (US$ 82,000), contributed in cash or in kind. While foreign equity in the company may not exceed 49%, profit and loss distribution can be prescribed. Responsibility for the management of a limited liability company can be vested in the foreign or national partners or a third party.

The following steps are required in establishing a limited liability company in Dubai:

Branches and Representative Offices

The Commercial Companies Law also covers the formation and regulation of branches and representative offices of foreign companies in the UAE and stipulates that they may be 100% foreign owned, provided a local agent is appointed.

Only UAE nationals or companies 100% owned by UAE nationals may be appointed as local agents (which should not be confused with the term "commercial agent"). Local agents -- also sometimes referred to as sponsors -- are not involved in the operations of the company but assist in obtaining visas, labour cards, etc and are paid a lump sum and/or a percentage of profits or turnover. In general, branches and offices of foreign commercial companies are not licensed to engage in importing activity except for re-export or in the case of products of a highly technical nature.

To establish a branch or representative office in Dubai, a foreign commercial company should proceed as follows:

Branches and Representative Offices of Foreign Professional Companies

Branches and representative offices of foreign professional firms may be 100% foreign owned provided UAE nationals or 100% UAE owned companies are appointed as local agents. Such agents are not involved in the operations of the firm but assist in obtaining visas, labour cards etc and are paid a lump sum as remuneration. The Economic Department is the authority in charge of licensing such branches or representational offices.

Sole Proprietorships

In setting up a professional firm, 100% foreign ownership, sole proprietorships or civil companies are permitted. Such firms may engage in professional or artisan activities but the number of staff members that may be employed is limited. A UAE national must be appointed as local service agent, but he has no direct involvement in the business and is paid a lump sum and/or percentage of profits or turnover. The role of the local service agent is to assist in obtaining licences, visas, labour cards, etc.