Three Ways a Foreign Company Can Land Here

Your company trades abroad and now wants a presence in the UAE. The first question from your board is simple: do we open a branch, set up a UAE company, or start with a representative office? The answer changes who carries the liability, what the entity may do and which authorities register it.

In short: the FTA says a UAE branch is not a separate juridical person, and Articles 336 and 337 of the Commercial Companies Law, quoted below, set out a licence and an entry in MoET's foreign companies register, with a free zone exception in Article 336(1). A subsidiary is a company incorporated in the UAE, such as a limited liability company. A representative office, in the words of the Commercial Companies Law, conducts "market studies and research production prospects without undertaking any commercial activity." For the full set of setup routes, start with the overview of business setup in Dubai.

This article sets out what the law and the official pages say about each structure, as read on 20 September 2026, and ends with a comparison matrix and a parent-document checklist. This article describes published requirements and is not legal or tax advice.

The law behind the three structures

The governing federal law is Federal Decree-Law No. (32) of 2021 on Commercial Companies. The UAE Legislation portal lists it as issued on 20 September 2021, effective on 2 January 2022, with "Legislation State: Active". The portal shows one amendment and a last update of 1 October 2025. Where an older guide cites a 2020 law number, check its date against the portal.

Part Nine of the law is headed "Foreign Companies". These are its core lines, quoted from the portal's English text.

The licence requirement in Article 336(1)

Article 336(1) opens: "Save for foreign companies licensed to operate in free zones in the State, foreign companies may not conduct any operations in the State or set up an office or branch therein". It continues: "without having been issued an appropriate license by the Competent Authority with the approval of the Ministry listing the activities for which the Company has been licensed."

Article 336(1) ties the licence to the "Competent Authority" and "the approval of the Ministry listing the activities for which the Company has been licensed." Check your planned activities against that list before you commit to a structure.

Structure one: a branch of a foreign company

A branch is not a new legal person. The Federal Tax Authority's corporate tax FAQ states: "UAE branches of a domestic or a foreign juridical person are an extension of their 'parent' or 'head office' and, therefore, are not considered separate juridical persons."

Dubai.ae's page on expanding a business in Dubai describes "the parent company responsible for the branch office's obligations". It refers to "ensuring the branch has the same name as the parent company". On activities it states that "companies can perform the same activities as per the parent company. You can apply for the respective trade license for these activities".

The MoET steps for a mainland branch

MoET publishes two services for a branch of a foreign company. They sit on either side of the licence issued by the licensing authority in the emirate.

Step 1: initial approval. MoET's "Initial approval for foreign Entity branch" service states: "This service allows the issuance of an initial approval for foreign Entity branch, valid for a period of four months, to complete its procedures with the Concerned Authority." The page shows "Service fees: AED 3,500" and a time of "One working day". It sets two conditions:

• "The Entity shall not have a commercial agent in the commercial agencies register at the Ministry of Economy."
• "The required documents shall be duly attested."

Step 2: the licence. The branch then completes its procedures with the competent licensing authority, within the four-month validity the MoET page gives.

Step 3: registration with MoET. The next service is MoET's "Foreign Entity Branch Registration". It "allows for the issuance of an official certificate confirming the registration of a branch of a foreign establishment with the Ministry of Economy and Tourism, and it is used to prove the branch's legal status to government and private entities."

The page states: "The establishment must submit an application for registration as a foreign establishment within one month of the license issuance date from the competent authority." It lists the "MOET website" and "MOET smart app" as channels.

The page also states: "If the application is returned to the applicant by the Ministry for missing information three consecutive times, or if the missing information is not provided within 30 working days of the application date, the application will be automatically closed, and the applicant must reapply for the service."

The two MoET registration pages differ

MoET's "Foreign Entity Branch Registration" page (address ending "-1") lists "A copy of the economic license issued by the competent authority.", "The parent company's commercial registration/official certificate from the parent company, duly certified." and an auditor appointment letter "excluding representative offices".

MoET's "Register Branch of Foreign Establishment" page, for the same service, lists different items, including "Bank Guarantee (AED 50,000) according to the approved form issued by any bank operating in the UAE." The "Foreign Entity Branch Registration" page does not list that item. Both pages show the same update stamp. Ask MoET which document list applies before you arrange one or leave it out.

The service agent question: the pages differ

MoET's page "No requirement for national agents" states: "The UAE Commercial Companies Law does not require foreign companies wishing to open a branch and practice their business in the UAE to have a local national sponsor/agent". MoET's initial approval page lists service agent documents marked "(if any)".

Dubai.ae's expanding page, updated 2 July 2025, states: "To establish a branch, you will need to assign a local service agent". The UAE Government Portal's mainland steps page states, for company forms: "Businesses owned completely by non-GCC residents require a local service agent from the UAE."

We have not resolved this difference. Confirm the position with the licensing authority in the emirate where the branch will be licensed before you sign any agency contract.

Structure two: a UAE subsidiary

In this article, "subsidiary" means a company incorporated in the UAE, such as a limited liability company (LLC), that the foreign parent owns. The FTA's corporate tax FAQ lists "juridical persons incorporated in the UAE" separately from "foreign juridical persons that have a permanent establishment in the UAE".

Dubai.ae's business set-up options page describes an LLC as "A business entity in which partners' liability is limited to their capital share." It adds that an LLC "can be established and owned by a UAE national or any other individual or company, regardless of nationality".

On ownership, MoET's "100% Company Ownership" page states: "Investors of all nationalities can establish and fully own companies in the UAE." For Dubai, the UAE Government Portal states: "100 per cent foreign ownership is available for more than 1,000 commercial and industrial activities (PDF, 500 KB), excluding economic activities with a strategic impact, which relate to seven sectors." The page does not list the seven sectors, so check your activity with the licensing authority.

Forming the company and licensing it are covered in the guide to mainland company setup in Dubai. Ask a legal adviser how the parent's liability for a subsidiary compares with its liability for a branch. If you have not yet chosen a jurisdiction, see the comparison of mainland and free zone setup in Dubai and the guide to free zone company setup in Dubai.

Structure three: a representative office

Article 339(1) of the law states: "Foreign companies may establish representative offices to conduct market studies and research production prospects without undertaking any commercial activity." Article 339(2) leaves the "aspects of oversight" by the Ministry and the Competent Authority to "The implementing decisions of this Decree Law".

MoET lists "Representative office of a foreign company" among the legal forms on its establishing companies page, without defining it. Cabinet Resolution No. (78) of 2022, citing Article 339, states: "A Foreign Company Representative Office in the State shall be punishable by a fine of (AED 50,000) fifty thousand dirhams if it carries out a commercial activity within the State."

Before choosing this route, write down what the office will do in its first year. If the plan includes selling, invoicing or signing supply contracts, discuss the fit with the licensing authority and a legal adviser.

Financial institutions are a separate case. The CBUAE Rulebook's "Regulation for Representative Offices" applies to licensed financial establishments only. Its Article 7 prohibits, among other things, "Accepting deposits in any form whatsoever". A foreign bank or financial firm should read those rules with the CBUAE.

Accounts, auditors and fines

Article 338 states: "Save for representative offices, foreign companies and their branches shall have an independent balance sheet and profit and loss account and shall have an auditor registered on the roster of practicing auditors in the State."

It continues: "Foreign companies and branches shall annually submit to the Competent Authority and the Ministry a copy of the balance sheet and final accounts, together with the auditor's report and a copy of the final accounts of its holding company, if any."

Cabinet Resolution No. (78) of 2022, citing Articles 336 and 338, states: "A Foreign Company, office or branch in the State shall be punishable by a fine of (AED 100,000) one hundred thousand dirhams if it fails to register with the registrar and obtain a licence from the Competent Authority." The same row applies that fine to a failure to file the annual accounts "to the Competent Authority and the Ministry every year".

Put the parent's year-end on the branch's calendar from day one, because the filing includes the holding company's final accounts, if any.

Corporate tax: the FTA's own lines

The FTA's corporate tax FAQ states: "UAE CT applies to juridical persons incorporated in the UAE and juridical persons effectively managed and controlled in the UAE, as well as to foreign juridical persons that have a permanent establishment in the UAE."

It adds: "Merely earning UAE sourced income would not trigger CT payable or require the foreign entity to register and file for UAE CT." The FTA's permanent establishment page lists a "branch" among its examples, "subject to the fixed place of business requirements". We did not find how profit is attributed to a branch on that page, reviewed on 20 September 2026. The wider rules are in the overview of UAE corporate tax, and the banking side in the guide to corporate bank account opening in the UAE.

RINJAZ is not a licensed tax adviser. This article describes published requirements. Obtain advice from a licensed UAE tax adviser before acting.

The parent company's documents and their attestation

The branch and representative office routes depend on documents issued in the parent's home country. MoET's initial approval page lists:

• "A copy of an official certificate from the Concerned Authority in the country in which the Entity was established, indicating the date of establishment, the name of the Entity, the legal form, the names of the owners of the Entity, the activity practiced by the entity and the capital."
• "A copy of the resolution of the administrative body of the entity to open the branch or representative office."

Dubai.ae's expanding page adds, for a Dubai branch, "A no-objection letter from the parent company" and "A power of attorney for the Director of the Branch Office".

Attestation. The Ministry of Foreign Affairs FAQ states: "Original documents must be attested by the Ministry of Foreign Affairs of the issuing country. Documents can then be attested by the UAE Embassy or Consulate in the issuing country by applying through MoFA online channels. Original documents must be attested in the UAE through the Ministry's official website." Dubai.ae's business set-up options page adds: "The documents also need to be legally translated in Arabic and attested by the Ministry of Justice in the UAE."

The chain is explained in the guide to document attestation in the UAE, and the two systems in the comparison of apostille and attestation for the UAE.

The published fee lines

These are government fee lines as each page shows them. They are not totals, and they exclude translation, bank, audit and any provider's fees.

We did not review the licensing authorities' own licence fees for this article. Ask the authority for its current schedule.

Fees checked on 20 September 2026.

A worked planning timeline for a mainland branch

Suppose the parent's board approves a Dubai mainland branch. This sequence is built from the pages quoted above; it is not a promised timeline.

1. The board passes a resolution "to open the branch or representative office".
2. The parent obtains its home-registry certificate and completes attestation.
3. The branch applies for MoET's initial approval, "valid for a period of four months".
4. Within that window, it completes its licence with the licensing authority.
5. Within one month of licence issuance, it applies for MoET registration.
6. It keeps independent accounts and files annually under Article 338.

Attestation comes before step 3, so start it first.

The DDA free zone route, as one example

The Dubai Development Authority (DDA) defines a branch as "a place of business that forms a legally dependent part of the parent company". Its foreign branch registration page states the resolution "is required to be Notarized by Notary Public & Attested by UAE Embassy". It shows a registration fee of AED 3,500 and a licence fee "Calculated based on selected activity(s)". These lines apply in the DDA free zone only; other free zones were not reviewed.

Who decides, what you prepare, what a provider can do

What the authorities decide. The licensing authority decides whether to issue the licence. MoET decides the initial approval and the entry in its foreign companies register. For a licensed financial institution's representative office, the CBUAE Rulebook's regulation applies; ask the CBUAE which approvals it requires. No provider decides any of these.

What the parent company prepares. The board resolution, the home-registry certificate, constitutional documents, powers of attorney, attestation and translation, and the year-end calendar for annual filings.

What a provider can do. Within whatever its licensed activity covers, a provider can assemble the file, check it against the published lists, submit it through the channel each authority names and track progress. Legal and tax questions go to a licensed adviser.

Comparison matrix and parent-document checklist

Practical asset: the three-structure comparison matrix and parent-document checklist. Use the matrix to shortlist a structure, then tick each document as it is ready. | Point | Branch | Subsidiary (LLC) | Representative office | |---|---|---|---| | Legal personality | Not separate (FTA) | Incorporated in the UAE (FTA: "juridical persons incorporated in the UAE") | Not stated on pages reviewed | | What it may do | Licensed activities (Art. 336(1)) | See the licensing authority | Market studies, no commercial activity (Art. 339(1)) | | Registration | Licensing authority plus MoET register (Arts. 336, 337) | See the licensing authority | Licensing authority with Ministry approval (Art. 336(1)); ask MoET about its register (Art. 337) | | Accounts and auditor | Required (Art. 338) | See the licensing authority | Excluded (Art. 338) | | Parent documents | MoET and Dubai.ae lists | See the mainland company setup guide | MoET initial approval list | | Published fines | AED 100,000 (Res. 78/2022) | See the licensing authority | AED 50,000 for commercial activity (Res. 78/2022) | Parent-document checklist 1. Board resolution to open the branch or office [ready / attested] 2. Home-registry certificate: date, name, legal form, owners, activity, capital [ready / attested] 3. Power of attorney for the branch director [ready / attested] 4. Arabic translation where asked [done / not needed] 5. Licensing authority's answer on the service agent question [date: ____] 6. MoET's answer on which document list applies [date: ____] 7. Auditor appointment letter, branch only [ready / not needed]

Last verified: 20 September 2026. Information verified against official sources on 20 September 2026.

If your company is weighing a UAE branch, subsidiary or representative office, contact RINJAZ to confirm availability, scope and quotation. RINJAZ is a privately licensed UAE service provider. It is not a government entity and does not act for any authority.

A provider's role, within whatever its licensed activity covers, is to prepare documents, submit them through the correct channel and track progress. The licensing authority and the Ministry of Economy and Tourism decide each application, and no provider can promise the outcome.