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Martín Gómez
Services

Setting up in the UAE

You are going to operate in the Emirates and need to know which structure suits you before you sign anything

Free zone or mainland, subsidiary or holding: I analyse what each option means for your business in the Emirates and for your group back home, and I handle the incorporation from start to finish.

The Burj Khalifa and downtown Dubai seen from the sand

Who it is for

  • Foreign companies opening a subsidiary, branch or office in the UAE.
  • Entrepreneurs and families who want to group their companies under a holding in the Emirates.
  • Entrepreneurs who are going to carry out their economic activity from the Emirates and want the right structure to do it.
  • Partners entering a project together who want their relationship properly regulated.

Who it is not for

  • Anyone looking only for the cheapest licence, with no further analysis.
  • Anyone who wants a company with no real activity or presence in the Emirates.
  • Structures designed to conceal ownership or avoid obligations in the home country.

Before you choose

Five questions I work through with you

A jurisdiction is not chosen from a brochure. It comes from answering these questions with your case on the table.

  1. Where are your clients?

    Selling within the Emirati market or abroad shapes almost everything else, starting with the type of licence.

  2. What exactly will your activity be?

    Licences are granted for specific activities. Some are regulated and need additional approvals before you can start.

  3. Who will run the company, and from where?

    This determines where the company may be considered resident and, with that, what happens with tax back home.

  4. Do you need staff, an office and visas?

    The number of visas is usually tied to the licence and the space you rent. What seems enough today may fall short within a year.

  5. What do you want to happen in five years?

    New partners, a sale, succession or a move into other markets: the structure is designed with the end of the road in mind, not just the first step.

Comparison

Three vehicles, three different uses

A first orientation. The final decision depends on your activity and your group back home.

Free zone

To work with clients outside the UAE or within the zone itself.

Local market
Limited: normally through a distributor or an additional licence.
Foreign ownership
100%.
Registered address
Office or shared space in the zone, depending on the licence.
Corporate Tax
Subject to it. The preferential regime only covers qualifying income if the QFZP requirements are met.
Regulator
The authority of each free zone.

Mainland

To sell directly in the Emirati market or contract with local clients.

Local market
Direct access.
Foreign ownership
100% in most activities, with exceptions.
Registered address
Physical office with a registered contract.
Corporate Tax
General regime.
Regulator
The economic department of each emirate.

Holding or SPV

To hold shares, organise a group or ring-fence an asset.

Local market
Does not trade: it holds and manages assets.
Foreign ownership
100%.
Registered address
Registered address in the chosen jurisdiction.
Corporate Tax
Subject to it. Shareholdings may qualify for exemption if they meet the requirements.
Regulator
DMCC, ADGM, DIFC, RAK ICC or others, depending on the case.

What I see go wrong

Four mistakes that prove costly later

  • Choosing the free zone on price

    The cheapest licence may not cover your real activity or may make it harder to open a bank account.

  • Incorporating before looking at the parent

    Problems of effective management, controlled foreign company rules or transfer pricing can arise back home and are not easily fixed afterwards.

  • Thinking the licence is the end of it

    Next come Corporate Tax registration, the beneficial owner, renewals and the obligations that apply to your activity.

  • Leaving the bank until last

    The bank will ask about your activity, the source of funds and your presence here. The file is prepared from day one.

From start to finish

What I do

  1. Before incorporating

    • Analysis of your activity and choice of jurisdiction.
    • Choice of vehicle: company, branch, subsidiary or holding.
    • Fit with the group and effects for the parent back home.
  2. Incorporation

    • Licence and company registration.
    • Articles and corporate documents.
    • Beneficial owner (UBO) registration.
    • Shareholders' agreement, where applicable.
  3. Getting started

    • Establishment card and visas.
    • Corporate Tax registration and, where applicable, VAT.
    • Preparation of the bank file.
    • Calendar of obligations so that nothing is missed.

How I work

  1. Initial consultation

    You tell me about your situation, whether you are abroad or already in the Emirates. This conversation is to understand it, not to sell you a structure.

  2. Assessment

    I analyse your case and explain your options, what each one involves and which I recommend, with its legal basis.

  3. Fixed quote

    Before we start, you know what will be done, by when and what it will cost.

  4. Execution and follow-up

    I handle your matter from start to finish as your single point of contact, and I stay with you afterwards, letting you know when something that affects you changes.

Common questions

Frequently asked questions

Free zone or mainland?

It depends above all on where your clients are and what activity you will carry out. A free zone company is designed to operate within its zone and with clients outside the UAE. To sell in the local market it usually needs a distributor or an additional licence. A mainland company can operate in the local market with fewer limitations. The right answer comes from analysing your case, not from a comparison table.

Do I need a local partner to set up on the mainland?

In most commercial and industrial activities, no: since the 2021 company law reform a foreigner can own 100% of the company. There are exceptions for activities considered to have strategic impact and each emirate sets its own conditions, so it has to be checked activity by activity.

Does a free zone company pay Corporate Tax?

It is subject to Corporate Tax and must register like any other company. The general rate is 9% on taxable income above AED 375,000. The preferential free zone regime only applies to qualifying income and only if the company meets all the Qualifying Free Zone Person requirements.

What does it mean for my company back home?

It can affect the parent's tax position: the treatment of dividends, transfer pricing between related companies and the place where the subsidiary is considered to be managed. If the Emirati company is in fact run from abroad, it may be considered resident there. That is why I analyse it before anything is incorporated.

How long does it take?

It depends on the jurisdiction, the activity and the documents that need to be legalised back home. I give you specific timeframes after the assessment. The step that usually needs the most leeway is opening the bank account.

Tell me what you want to do in the Emirates

I reply personally and suggest the first step.