Company legal forms in the UAE: LLC, sole establishment, branch and more

The UAE Companies Law allows five company forms: general partnership, limited partnership, limited liability company (LLC), public joint stock company and private joint stock company. Emirates also license sole establishments, civil companies and branches, and free zones have their own forms. The forms differ mainly in who can own them, how far the owners are liable for debts and the minimum capital.

Key takeaways

• A commercial company must take one of five forms under the Companies Law; a company without a listed form is void.
• An LLC has 2 to 50 partners, or a single owner, and each partner is liable only up to their share of the capital.
• The owner of a sole establishment is personally liable for all of its debts.
• Public joint stock companies need at least AED 30 million of capital and private joint stock companies at least AED 5 million.
• A Jafza offshore company gets a certificate of incorporation, not a licence, and cannot carry on commercial activity with persons in the UAE.

On this page 13 sections

The forms at a glance

Only the five forms in Article 9 of Federal Decree-Law No. 32 of 2021 are commercial company forms under the Companies Law. Sole establishments, civil companies and branches are forms the emirates license, but they are not company forms under that law.

Company forms under the Companies Law

5 company forms

A commercial company in the UAE must take one of five legal forms: general (joint liability) partnership, limited partnership, limited liability company (LLC), public joint stock company (PJSC) or private joint stock company (PrJSC); a company that takes no listed form is void.

“Not stated” means none of the official sources used for this guide gives a figure; the licensing authority applies its own rules. Where the business is based is a separate choice (mainland or free zone), and so is the licence category (trade licence types).

Limited liability company (LLC)

An LLC is a company whose partners, or single owner, risk only their share of its capital. It is the only federal company form that one natural person can own alone.

LLC partners

2 to 50 partners, or 1 owner

A limited liability company has at least 2 and at most 50 partners, each liable only up to their share of the capital; one natural or legal person may also form and own an LLC alone (sole proprietorship LLC).

What LLC means

“Limited liability” means a partner’s exposure to the company’s debts stops at their share of the capital. The name matters: under Article 72, a manager who omits “Limited Liability Company” or “LLC” from the name becomes personally and jointly liable for the company’s obligations.

LLC capital

No figure in the law; the Cabinet may set a minimum

An LLC must have capital sufficient to achieve the purpose for which it was formed, divided into shares of equal value and paid in full at incorporation in cash, in kind or both; the Companies Law sets no minimum figure, but the Cabinet may set a minimum capital by decision on the Minister's proposal in coordination with the competent authorities.

Since the 2025 amendment, the Memorandum of Association can also divide the partners’ shares into classes with different value, voting, profit or liquidation rights, recorded in the commercial register; the Cabinet sets the classes and their conditions.

One-person LLC

The single owner of an LLC is liable only up to the capital in the Memorandum of Association. Under Article 306, an owner who liquidates the company or suspends its activity in bad faith before the end of its term or purpose becomes liable for its obligations with their personal assets. Invest in Dubai says the owner can be of any nationality, an individual or a company.

How to check an LLC

Official licence searches give information about a company and its licence. The u.ae page “Verify business licences” links the Ministry of Economy and Tourism’s National Economic Register and commercial company licence enquiry, and licence and trade name services of individual emirates. The trade name carries the form’s abbreviation, such as LLC, EST, PJSC or PrJSC.

Sole establishment

A sole establishment is a one-owner business that is not a separate company. Emirates license it, and its trade name is followed by “EST”.

Sole establishment

One owner, personally liable for all debts

A sole establishment is owned by one person to conduct a business activity, and the owner is personally liable for all the financial obligations and liabilities of the establishment.

Liability

Unlimited liability is the main contrast with a one-person LLC, whose owner risks only the capital. Invest in Dubai describes Dubai’s eTrader licence for home-based businesses as a sole establishment licence.

Worked example

A business closes owing AED 300,000 with assets of AED 120,000

The amounts are illustrations, and the example shows only the general rule for each form.

1. Shortfall: 300,000 minus 120,000 = AED 180,000.
2. Sole establishment: the owner is personally liable for all of it, so the AED 180,000 can be claimed from the owner’s own assets.
3. General partnership of two individuals: both are jointly liable with all their personal assets, so either partner can be asked for the full AED 180,000.
4. LLC with capital of AED 100,000 held 60% and 40%: each partner’s liability stops at their share, 100,000 × 60% = AED 60,000 and 100,000 × 40% = AED 40,000, paid in at incorporation. The general rule does not reach their personal assets for the shortfall, unless an exception applies, such as the manager’s liability under Article 72.

Shortfall payable from the owners’ personal assets: AED 180,000 for the sole establishment owner or either general partner; AED 0 for the LLC partners.

Tax for a sole establishment

The Federal Tax Authority’s guide on natural persons treats the owner and the sole establishment as one and the same, so the owner is the taxable person, not the business. The turnover test adds up all the owner’s business activities: in the FTA’s example, a freelance business and a sole proprietorship run by the same person are counted together.

Corporate tax threshold for individuals

AED 1,000,000 turnover per calendar year

An individual carrying on a Business or Business Activity in the UAE is subject to Corporate Tax and must register only if the combined turnover of those activities exceeds AED 1 million in a calendar year; salary, personal investment income and unlicensed real estate income are out of scope.

A company form changes this: the FTA says a juridical person, such as an LLC, has a separate personality, and owning one does not in itself make an individual a taxable person. VAT is tested separately, on taxable supplies and imports.

VAT registration threshold

AED 375,000

A business must register for VAT if the value of its taxable supplies and imports exceeded AED 375,000 over the previous 12 months, or is expected to exceed AED 375,000 in the next 30 days.

Deadlines and steps are in corporate tax registration.

Civil company

A civil company is owned by two or more partners practising a professional activity. Invest in Dubai gives tailoring, beauty salons, consultancy and training as examples. In Dubai, DET issues its Memorandum of Association, as it does for LLCs.

Partnerships

In a general partnership, every partner is liable for the firm’s debts with all their personal assets; a limited partnership adds limited partners who risk only their contribution to the capital.

Under Article 39 of the Companies Law, general partners must be natural persons and are jointly and severally liable. In a limited partnership (Article 62), the general partners have the status of traders, while the limited partners do not; under Article 63, a limited partner can be an individual or a company.

Joint stock companies

Joint stock companies have minimum capital figures set in the Companies Law. A public joint stock company (PJSC) offers shares to the public; a private joint stock company (PrJSC) does not.

Minimum capital, public joint stock company

AED 30,000,000

The issued capital of a public joint stock company may not be less than AED 30 million.

Minimum capital, private joint stock company

AED 5,000,000

A private joint stock company has at least 2 shareholders (or a single legal-person owner) and its issued capital may not be less than AED 5 million, paid in full.

Under Article 257, a private joint stock company needs at least two shareholders, and the Companies Law sets no maximum; Invest in Dubai’s legal forms page gives an upper limit of 200. The Cabinet can change either minimum by decision. In Dubai, applicants for both forms also submit a feasibility study of the project with the usual documents.

Branches

A branch is not a new company: it lets an existing company carry on its licensed activity in another place. Dubai licenses five kinds of branch, by where the parent is based.

Legal forms in Dubai

14 legal forms, including 5 types of branch

Invest in Dubai lists 14 legal forms a business in Dubai can take: public joint stock company, private joint stock company, private joint stock one person company, limited liability company, limited liability one person company, general partnership, limited partnership, civil company, sole establishment, and branches of a local company, of a company in another emirate, of a free zone company, of a GCC company and of a foreign company.

A company from outside the UAE that sets up outside a free zone needs a licence from the emirate’s authority with the Ministry’s approval and an entry in the Foreign Companies Register at the Ministry (Articles 336 and 337 of the Companies Law). The u.ae steps page lists the Ministry of Economy and Tourism’s “Initial approval for foreign entity branch” service. Since 2021, branches of foreign companies no longer need a UAE national service agent. In Dubai, a branch of a foreign company needs a copy of the parent’s licence, and the parent’s documents must be attested in the home country, counter-attested by the UAE Ministry of Foreign Affairs and legally translated into Arabic, with the translation attested by the UAE Ministry of Justice.

A free zone company, other than a financial firm in the DIFC, can operate on the Dubai mainland through a DET branch licence or permit under Executive Council Resolution No. 11 of 2025; such a branch has no separate legal personality and is not independent of its parent. The general sequence of approvals is in the setup steps in order.

Free zone legal forms

A free zone company takes one of the forms its free zone offers, and its trade name is followed by that form, such as FZE or LLC.

Free zone company types

LLC, FZ Co., FZE, PJSC, branch

In a free zone a business can usually be set up as a private limited liability company, a free zone company (FZ Co.), a free zone establishment (FZE), a public limited company, or a branch of a local or foreign company; each free zone authority decides which types it registers.

The steps are in free zone company setup, and the tax on free zone income in free zone corporate tax.

Offshore companies

Jafza registers offshore companies that can operate internationally but not inside the UAE.

Jafza offshore company

Certificate of incorporation only; no trade within the UAE

A Jafza offshore company is not issued a business licence, only a certificate of incorporation, so it cannot conduct commercial activity with persons within the UAE; it must be registered and dealt with through a Jafza registered agent.

Other UAE offshore registries have their own regulations.

Foreign ownership

Foreign investors can own all of a mainland company for most activities; strategic sectors and a short list of other activities, such as commercial agencies, are the exceptions.

Mainland foreign ownership

Up to 100% foreign ownership

Since Federal Decree-Law No. 26 of 2020 took effect in early 2021, foreign investors may own 100% of mainland (onshore) companies, without a majority Emirati shareholder or local agent, except for activities of strategic impact, for which the Cabinet sets licensing conditions that may restrict foreign ownership.

The u.ae page lists the activities not open to full foreign ownership: security, defence and military activities; telecommunications; banks, exchange, financing, insurance and banknote or coin production; commercial agencies; Hajj and Umrah organising; Holy Quran recitation institutes; and fishing, natural pearl and marine animal catching.

Dubai mainland

100% foreign ownership for over 1,000 activities

On the Dubai mainland, 100% foreign ownership is available for more than 1,000 commercial and industrial activities, with exclusions for activities of strategic importance; mainland companies can trade with individuals and businesses in Dubai, across the UAE and internationally.

Free zone companies can be wholly foreign-owned too: ADDED lists 100% foreign ownership among the benefits of Abu Dhabi’s free zones. Commercial agencies are governed by their own law, Federal Law No. 3 of 2022.

Commercial agencies

UAE nationals only (51% PJSC and Cabinet exceptions)

Under Federal Law No. 3 of 2022 on commercial agencies, only UAE citizens and companies wholly owned by citizens or by public legal persons may act as commercial agents, with two exceptions: UAE public joint stock companies at least 51% owned by citizens, and, with Cabinet approval, an international company acting as agent for its own products where there is no agent in the UAE and the agency is new.

Rules that apply to every company

Whatever its form, a company licensed or registered in the UAE, including in a commercial free zone, must identify the individuals who ultimately own or control it and keep a register of them. Companies wholly owned by the federal or a local government (and their wholly owned subsidiaries) and the financial free zones are exempt.

Beneficial owner threshold

25% of capital or votes

A company's beneficial owner is the natural person who ultimately owns or controls it through direct or indirect ownership of 25% or more of its capital or 25% or more of the voting rights, including through a chain of ownership, or who controls it by other means such as the right to appoint or dismiss most of its directors.

Beneficial owner register

60 days to create and file; 15 days to update

A company must create a register of its beneficial owners within 60 days of its incorporation (or of the decision's issue for existing companies), update it within 15 days of learning of any change, and file the beneficial owner and partners/shareholders registers with the registrar within 60 days of licensing and registration.

Worked example

Who goes in the beneficial owner register of an LLC with AED 300,000 capital

The partners and amounts are illustrations; each partner holds directly, and votes follow capital.

1. Partner A holds AED 150,000: 150,000 ÷ 300,000 = 50%.
2. Partner B holds AED 90,000: 90,000 ÷ 300,000 = 30%.
3. Partner C holds AED 60,000: 60,000 ÷ 300,000 = 20%.
4. A and B reach 25%. C does not, so C is a beneficial owner only if C controls the company by other means, such as the right to appoint or dismiss most of its directors.

Beneficial owners by ownership: A and B.

Since Federal Decree-Law No. 20 of 2025, a company can also move its commercial registration from one authority to another, for example from a free zone to the mainland or back, and keep its legal personality; moves to or from a financial free zone follow separate controls the Cabinet is to issue. The move needs a special resolution of the general assembly or an absolute majority of partners, commercial register rules at both authorities that allow it, no entry in the register that blocks it, the approval of both authorities (and, for a joint stock company, of the Ministry or the Capital Market Authority, as the Securities and Commodities Authority has been called since 1 January 2026) and publication of the decision. A company leaving a free zone must bring its affairs into line with the Companies Law. More on forming and running a company is in the company setup guides.