Free Zone FAQ

GETTING STARTED IN THE FREE ZONE

  1. How do I start a business in the DWC Free Zone?
  2. How long does the registration and licensing process take?

BUSINESS TYPES

  1. What is a Branch?
  2. What is a DWC limited liability company (DWC-LLC)?
  3. Can I apply for separate licences under one company name?

DWC LIMITED LIABILITY COMPANIES

  1. How do I establish a DWC-LLC?
  2. Do I need a UAE partner to establish a DWC-LLC?
  3. Are there any limitations on the number of Shareholders of a DWC-LLC?
  4. How many Directors can be appointed to a DWC-LLC?
  5. Do the Shareholders, Directors or Company Secretary have to reside in the UAE?
  6. Can the same person be a Shareholder, Director, Company Secretary and General Manager?
  7. Can the General Manager reside outside of the UAE?
  8. Can I be a partner in more than one company?
  9. What is the required minimum share capital to form a DWC-LLC?
  10. How is the share capital accounted for?

BRANCHES

  1. How do I register a Branch?
  2. Can I register a Branch of another branch or representative office?
  3. Are there any restrictions on the business activities of a Branch?
  4. Can I register a Branch and then convert the Branch to a DWC-LLC later?

LICENSES

  1. What types of licence are available in the DWC Free Zone?

ACTIVITY TYPES

  1. What activities are allowed in the DWC Free Zone?
  2. How many activities can I have under one licence?
  3. Can I carry out business activities outside of the DWC Free Zone with my DWC licence?

LEASES

  1. Can I lease a facility in the DWC Free Zone with my current UAE licence and registration?
  2. Can I lease or purchase real property outside of the DWC Free Zone with my DWC licence?
  3. What is the minimum office size required to be able to register a free zone enterprise in the DWC Free Zone?
  4. Can I be granted a licence without leasing any facility in DWC?
  5. Can I lease multiple premises within the DWC Free Zone with the same DWC licence?
  6. Can I purchase and own an office within the DWC Free Zone?
  7. Does DWC offer flexi-desk or virtual office solutions?

OWNERSHIP CHANGES

  1. I want to change the ownership structure of my Free Zone Enterprise (FZE). What do I need to do?
  2. What is the process for notifying a change of ownership of a DWC-LLC?
  3. Who is responsible for filing the change of ownership with the Free Zone Administration Department?
  4. What happens if there is a delay or failure to notify the Free Zone Administration Department of a change of ownership of a DWC-LLC?
  5. What are the fees to process a transfer of ownership?
  6. Is there a fee for publication in the gazette?
  7. Does the Free Zone Administration Department provide templates for the Board Resolution, the share sale/transfer agreement, or the Amendments to the Memorandum and Articles of Association?
  8. What matters need to be specified in the Board Resolution?
  9. What happens if pre-emption rights have not been followed?
  10. What matters need to be specified in the share sale/transfer agreement?
  11. What matters need to be specified in the Amendments to the Memorandum and Articles of Association?
  12. Why do I need to submit two original copies of the Amendments to the Memorandum and Articles of Association?
  13. What happens once the documentation has been submitted to the Free Zone Administration Department?
  14. What if the transferor is an individual who is also listed as an officer of the company?
  15. Do you have templates of the Memorandum of Association and Articles of Association?
  16. Can I amend the template Memorandum of Association/Articles of Association, or supply my own?

COMPANY ACCOUNTS AND AUDITORS

  1. Is a Free Zone Enterprise required to appoint auditors and submit annual financial statements?

CERTIFICATES AND ATTESTATION

  1. What is notarisation of a document?
  2. What is attestation?
  3. What documents require notarisation/attestation?
  4. Do you certify or notarise board resolutions or any other documents?

REGISTERED OFFICE

  1. What is a registered office?

LANGUAGE

  1. What language(s) must the application and the accompanying documentation be in?

FEES AND CHARGES

  1. What are the fees for registration of a Branch or incorporation of a DWC-LLC?
  2. What are the fees for obtaining a license?
  3. How are fees payable?
  4. What is the Dhs 10/- Knowledge Fee for?

SETTING UP A P.O. BOX

  1. Do I need to set up a P.O. Box for my business in the DWC Free Zone?
  2. Where can I go to open a P.O. Box?
  3. Is there an Emirates Post situated in DWC?
  4. Where is the nearest location to DWC?
  5. What are the contact details for Emirates Post?
  6. What are the requirements to open a P.O. Box for my business?
  7. How much will it cost me to obtain a P.O. Box?

EMPLOYMENT

  1. What is the visa allocation policy in the DWC Free Zone?
  2. Do you provide a standard Employment Contract?

RULES & REGULATIONS

  1. What rules and regulations apply in the DWC Free Zone?

1. How do I start a business in the DWC Free Zone?

All businesses operating in the DWC Free Zone must have a physical presence in the Free Zone. Accordingly, the first step to getting started is to meet with the DWC Sales team and agree on the type, location and size of premises to be leased. All businesses must then be registered and licenced to operate within the DWC Free Zone. There are two registration options: registration as a Branch of an existing entity, or incorporation of a new DWC limited liability company (DWC-LLC). Back to top

2. How long does the registration and licensing process take?

Provided that the security checks have been cleared and the application fee and all supporting documentation are present and correct, the registration and licensing process can be completed within as little as 1 day. Back to top

3. What is a Branch?

A Branch is a representative office of a legal entity which already exists outside of the DWC Free Zone (local or international). A Branch does not have a separate legal personality, and it derives its power and authority from the parent entity. A Branch must have a General Manager who is responsible for the day-to-day operation of the Branch, but it will not have a board of directors or company secretary. A Branch must retain the same name as the parent entity and end with the designation (Branch). Back to top

4. What is a DWC limited liability company (DWC-LLC)?

A DWC limited liability company is a new legal entity with its own legal personality. The liability of its members (shareholders) is limited to the value of the share capital they hold in the company. A DWC limited liability company must have Shareholders, Directors, a Company Secretary and a General Manager, and will have the designation DWC-LLC. Back to top

5. Can I apply for separate licences under one company name?

Yes. If an applicant’s proposed business model spans more than one (or overlaps any) of the categories set out in the DWC Free Zone and Administration Rules and Regulations, the applicant is advised to apply for separate Licences (e.g. an applicant who wishes to carry out both trading and manufacturing should apply for two Licences – one for the trading activity and the other one for the manufacturing activity). Back to top

6. How do I establish a DWC-LLC?

To establish a DWC-LLC, the following must be submitted to the Free Zone Administration Department:

  • A completed form – Registration & Licensing Application (Dubai World Central LLC)
  • Clear and valid passport copies (preferably in colour) of any individual listed as a Shareholder, Director, General Manager and Company Secretary in the application form;
  • A certified copy (true copy) of the certificate of incorporation, valid certificate of good standing or valid trade licence of any Shareholder that is a corporate entity;
  • If the person handling the application and signing the declaration at the end of the Registration & Licensing Application form is not named as a Shareholder, Director, General Manager or Company Secretary in the application, then a notarised Power of Attorney or signed Board Resolution (if the Shareholder is a corporate entity) will be required from each Shareholder, confirming that the person handling the application is properly authorised to act on behalf of the Shareholders;
  • 2 copies of the Memorandum of Association and the Articles of Association of the DWC-LLC (templates are available here: http://www.DWC.ae/services/registration-licensing/), bearing the name of the company to be incorporated and signed by all Shareholders, noting their names, addresses and respective shareholding; and
  • The applicable fee.

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7. Do I need a UAE partner to establish a DWC-LLC?

No. All Free Zone Enterprises in DWC can be formed with 100% foreign ownership. Back to top

8. Are there any limitations on the number of Shareholders of a DWC-LLC?

A DWC-LLC is currently limited to a maximum of 6 shareholders. Back to top

9. How many Directors can be appointed to a DWC-LLC?

Anywhere between 1 to 7 Directors can be appointed to a DWC-LLC company. A DWC-LLC company must have at least 1 Director at any given time. Back to top

10. Do the Shareholders, Directors or Company Secretary have to reside in the UAE?

No. Shareholders, Directors and the Company Secretary can be located anywhere in the world. Back to top

11. Can the same person be a Shareholder, Director, Company Secretary and General Manager?

Yes. However, the General Manager must be a UAE resident. Back to top

12. Can the General Manager reside outside of the UAE?

No. The General Manager must reside within the UAE as he/she will be the day-to-day point of contact for all matters concerning the DWC Free Zone business, and may need to be reached quickly in an emergency. Back to top

13. Can I be a partner in more than one company?

Yes. An individual can be a partner/shareholder in multiple companies. Back to top

14. What is the required minimum share capital to form a DWC-LLC?

The minimum capital of a DWC-LLC company will be AED 300,000 (each share is AED 1). If the capital is more than AED 1,000,000 then a proof of capital is required. Back to top

15. How is the share capital accounted for?

The consideration for which a share in a Free Zone Establishment is issued may take the form of cash or non cash consideration. We don’t ask for bank letters to prove the minimum capital is paid up. Back to top

16. How do I register a Branch?

To register a Branch, the following must be submitted to the Free Zone Administration Department:

  • A completed form – Registration & Licensing Application (Branch);
  • Either a copy of a signed Board Resolution OR a notarized Power of Attorney from the existing entity, confirming the intent to establish the Branch and nominating a representative to handle the filing;
  • Certified copies (true copies) of the Memorandum and Articles of Association or similar constitutional documents of the existing entity;
  • A certified copy (true copy) of the certificate of incorporation, certificate of good standing or valid trade license of the existing entity; and
  • The applicable fee.

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17. Can I register a Branch of another Branch or representative office?

No. The Branch must be immediately related to the existing entity. Back to top

18. Are there any restrictions on the business activities of a Branch?

Yes. A Branch cannot undertake any business activity that the existing entity is not already authorized to undertake. Back to top

19. Can I register a Branch and then covert the Branch to a DWC-LLC later?

Yes. Back to top

20. What types of licence are available in the DWC Free Zone?

The categories of licence available within the DWC Free Zone are:

  • Commercial Licence – allows the holder to carry out specified commercial services including general trading and logistics services;
  • Service Licence – allows the holder to carry out services specified in the Licence within the DWC Free Zone and elsewhere in the UAE;
  • Industrial Licence – allows the holder to carry out specified light manufacturing activities; and
  • Education Licence – allows the holder to carry out educational and social services, educational aid training, and educational consultancy services
  • Please refer to DWC Free Zone and Administration Rules and Regulations for a detailed description of these licences.

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21. What activities are allowed in the DWC Free Zone?

DWC is able to licence most of the activities that are allowed by the Dubai Department of Economic Development. Click here for a list of DED activities in Microsoft Excel file.
http://brl.ae/en/startbusiness/registeryourbusiness/Pages/Business-activities.aspx

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22. How many activities can I have under one licence?

A Free Zone enterprise can have up to 5 related activities in the DWC Business Centre and up to 10 related activities in the Aviation District and Logistic District. A trading activity and a service activity cannot be issued under the same licence. Back to top

23. Can I carry out business activities outside of the DWC Free Zone with my DWC licence?

Yes, in limited cases. For example, a company with a service license could provide consultancy services to clients outside of the DWC Free Zone and a company providing logistics services under a commercial licence could pick up and deliver (but not sell) products within the UAE. However, trading activities under a commercial license only permit the holder to sell completed products in the UAE market through a local registered distributor or a commercial agent in the UAE.

Different restrictions apply on different licence categories. Please refer to the DWC Free Zone and Administration Rules and Regulations for further details. Back to top

24. Can I lease a facility in the DWC Free Zone with my current UAE licence and registration?

No. All applicants wishing to operate from the DWC Free Zone are required to register as a Free Zone Enterprise. Back to top

25. Can I lease or purchase real property outside of the DWC Free Zone with my DWC licence?

No. Leasing and investment activities are only permitted within DWC. Back to top

26. What is the minimum office size required to be able to register a free zone enterprise in the DWC Free Zone?

DWC has a wide range of products from the business centre upward that will suit different types of business needs. For leasing enquiries, please call +971 4 816 0000 or e-mail business.park@dwc.ae. Back to top

27. Can I be granted a licence without leasing any facility in DWC?

No. To qualify for and to hold a licence, the applicant must be in possession of a valid lease for office space, warehouse space, or development land within the DWC Free Zone or have a service contract with the DWC Business Centre. Back to top

28. Can I lease multiple premises within the DWC Free Zone with the same DWC licence?

Yes. All DWC Free Zone Enterprises may lease multiple premises under the same licence. Back to top

29. Can I purchase and own an office within the DWC Free Zone?

No. In the DWC Free Zone, you can only lease offices. Back to top

30. Does DWC offer flexi-desk or virtual office solutions?

Yes. DWC has a wide range of Business Centre products and services which includes Smart desks and Smart offices. Please Contact DWC Business Centre on +971 4 816 0000 or submit your enquiry online at http://www.dwc.ae/contact/ Back to top

31. I want to change the ownership structure of my Free Zone Enterprise (FZE). What do I need to do?
  • Branch – If the FZE is a Branch, generally a change of ownership at the parent company would not impact the Free Zone Branch registration and would not need to be notified to the Free Zone Administration Department. Only if a change in ownership triggered a change of name, registered office or a change in the business activities of the parent entity would this need to be notified. The form for such changes can be found here: http://www.DWC.ae/services/registration-licensing/
  • DWC-LLC – If the FZE is registered as a DWC-LLC, a change in ownership would affect the company’s Free Zone Register entry and the company’s corporate documentation. A change in ownership must be notified to the Free Zone Administration Department.

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32. What is the process for notifying a change of ownership of a DWC-LLC?

To confirm the transfer of shares from the original owner (transferor) to the new owner (transferee), the following must be submitted (along with a covering letter) to the Free Zone Administration Department:

  • A copy of the share sale/transfer agreement signed by the transferor and the transferee;
  • A copy of a signed Board Resolution approving the sale/transfer and appointing the Company Secretary or other third party to handle the filing and processing of the share transfer with the Free Zone Administration Department;
  • The original share certificate for the shares being transferred;
  • 2 original copies of an Amendment to the Memorandum of Association and 2 copies of an Amendment to the Articles of Association reflecting the change of shareholding and signed by the transferee and the remaining shareholders;
  • If the transferee is an individual, a copy of a valid passport of the transferee; if the transferee is a company, a certified/true copy of a valid trade license or certificate of good standing;
  • The applicable fee.

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33. Who is responsible for filing the change of ownership with the Free Zone Administration Department?

This responsibility usually falls to the Company Secretary, although the Board of Directors can resolve to appoint an alternate person or professional third party, such as a lawyer, to handle the filing. In such a case, the Company Secretary will still be ultimately responsible to the Free Zone Administration Department for the accuracy and completeness of the filing under the DWC Free Zone and Administration Rules and Regulations. Back to top

34. What happens if there is a delay or failure to notify the Free Zone Administration Department of a change of ownership of a DWC-LLC?

A change in ownership will have no legal effect until the Free Zone Register has been updated with the details of the new owner, even if consideration has already been exchanged in respect of the transfer or sale of shares. Back to top

35. What are the fees to process a transfer of ownership?

The fees for a change of ownership are currently AED 2,500, payable in advance. Back to top

36. Is there a fee for publication in the Gazette?

Yes. All amendments related to the license (i.e. changes in the legal form, trade name or shareholding of the business, and cancellation of its license) would need to be published in at least 1 daily newspaper in the UAE and such changes are invoiced at cost. Back to top

37. Does the Free Zone Administration Department provide templates for the Board Resolution, the share sale/transfer agreement, or the Amendments to the Memorandum and Articles of Association?

No. This is a matter for the shareholders and Board of Directors of the DWC-LLC. We strongly recommend that professional advice is taken in respect of any share sale or transfer. Back to top

38. What matters need to be specified in the Board Resolution?

The Board Resolution needs to confirm the names of the transferor and the transferee and the number of shares being transferred or purchased, and refer to and approve the instrument of transfer (i.e. the share sale/transfer agreement). The Board Resolution also needs to instruct and authorize the Company Secretary or other third party to handle the filing and processing of the transfer with the Free Zone Administration Department.

In addition, if the Articles of Association of the DWC-LLC contain provisions regarding pre-emption rights (i.e. the right of an existing shareholder to have first refusal over the purchase/transfer of any shares), then the Board Resolution must also acknowledge whether the existing shareholders have agreed to exercise or waive these rights (evidenced by either a letter signed by all existing shareholders or a signed Shareholders Resolution). Back to top

39. What happens if pre-emption rights have not been followed?

If a transfer has been registered by the Free Zone Administration Department and pre-emption rights have not been followed, the existing shareholders can challenge the transfer by lodging a complaint (in writing) with the Free Zone Administration Department. Back to top

40. What matters need to be specified in the share sale/transfer agreement?

The share sale/transfer agreement must include the name and address of both the transferor and the transferee, the number of shares being transferred or purchased, and the consideration for the share sale/transfer. Back to top

41. What matters need to be specified in the Amendments to the Memorandum and Articles of Association?

The Amendments need to reflect the change of ownership of the company, stating the names, addresses and shareholding of all shareholders after the transfer. The Amendments must also be signed by each shareholder, confirming their agreement to the amended documents. Back to top

42. Why do I need to submit two original copies of the Amendments to the Memorandum and Articles of Association?

One set will be retained with the Free Zone Administration Department and the other set will be returned to the DWC-LLC after it has been officially stamped and sealed by the Free Zone Registrar. Back to top

43. What happens once the documentation has been submitted to the Free Zone Administration Department?

The Free Zone Administration Department will cancel the original share certificate and issue a new share certificate in the name of the new owner, and stamp and seal the Amendments to the Memorandum and Articles of Association. The Free Zone Administration Department will then update the Free Zone Register with details of the change of ownership, and send the new share certificate and the stamped and sealed Amendments to the Memorandum and Articles of Association to the DWC-LLC. The change of ownership is legally effective as soon as the Free Zone Register has been updated. Back to top

44. What if the transferor is an individual who is also listed as an officer of the company?

If the transferor is listed as an Officer of the company (i.e. a Director, Company Secretary or General Manager) and it has been agreed that the transferor will no longer hold such positions, the transferor will need to resign from the relevant position or positions. The changes must be notified to the Free Zone Administration Department, along with the change of ownership by completing and submitting the appropriate Registration & Licensing Application form and applicable fee (currently AED 2,500 per position). Back to top

45. Do you have templates of the Memorandum of Association and Articles of Association?

Yes, these are available for download here, or by contacting DWC Customer Service on +971-4-8141111. Back to top

46. Can I amend the template Memorandum of Association/Articles of Association, or supply my own?

Yes, provided that the amendments continue to comply with the DWC Free Zone and Administration Rules and Regulations. However, all amendments will be subject to review and approval of the Free Zone Administration Department, and this could delay the time it takes to process a registration. Back to top

47. Is a Free Zone Enterprise required to appoint auditors and submit annual financial statements?

Yes. Each Free Zone Enterprise must appoint an independent auditor that is registered and licenced in the UAE. Audited financial statements must be submitted annually. Back to top

48. What is notarisation of a document?

Notarisation authenticates signatures that appear on a document. The Notary Public will insist on witnessing the signature and any supporting documents which certify the identity of the signatory (such as a passport). In the event that the document is being signed on behalf of a company, the Notary may need to see evidence that proves the individual signing is authorised to do so by the company. Back to top

49. What is attestation?

Attestation can be best described as the process whereby a document is certified to give it legal standing internationally, which is why this process is also occasionally referred to as legalisation or an apostille. Back to top

50. What documents require notarisation/attestation?

Unlike other areas, DWC only requires Powers of Attorney (POA) to be notarised. If the POA is notarised outside of the UAE it must also be attested. In all other cases DWC simply requires certified true copies of documents. Back to top

51. Do you certify or notarise board resolutions or any other documents?

We provide certified true copies of corporate documents (eg. Certificate of Incorporation, Trade Licence etc.). We also provided confirmation of basic register information such as the name and address of the FZE, directors and other officers upon request of the FZE. However, we do not notarise Board Resolutions, Powers of Attorney or similar documents. Back to top

52. What is a registered office?

A registered office is the official contact address of the Branch or DWC-LLC. A registered office can be a location anywhere in the world, however, it should be a location from which correspondence is easily retrieved. All correspondence delivered to a registered address will be deemed validly served and notified provided proof of delivery exists. Back to top

53. What language(s) must the application and the accompanying documentation be in?

We accept documents and application forms completed in English or in Arabic only. Back to top

54. What are the fees for registration of a Branch or incorporation of a DWC-LLC?

The fees for the registration of a Branch or the incorporation of a DWC-LLC are currently AED 10,000, payable in advance. This is a one-off fee. Back to top

55. What are the fees for obtaining a license?

The fees for all licences (except General Trading) are currently AED 10,000 per annum, per licence, payable in advance. The fees for a General Trading licence are currently AED 25,000 per annum, also payable in advance. Back to top

56. How are fees payable?

All DWC Free Zone administration fees are payable in advance in accordance with the rates and charges set out in the Tariff in force from time to time.

Payments can be made in cash or cheque at the Free Zone Administration counter or by bank transfer in local currency to the following account:
Bank Account Name : Dubai Aviation City Corporation
Bank Name & Address : Dubai Islamic Bank, Main Branch, Dubai, UAE
IBAN Number : AE330240001520011195201
Account Number : 001 – 520 – 0111952 – 01
Swift Code : DUIBAEADXXX

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57. What is the Dhs 10/- Knowledge Fee for?

H.H. Sheikh Maktoum bin Rashid Al Maktoum, Vice President, Prime Minister and Ruler of Dubai has issued the law number 4 for 2005 on levying an additional fee on each transaction at government, quasi-government or public entity. The third article of the law provides for collecting an additional fee of 10 Dirhams, thereinafter called the ‘Knowledge Dirham’ for each transaction done at any public department of the emirate.
According to the law, proceedings from the ‘Knowledge Dirham’ fee shall be deposited in a special local bank account in the name of Dubai Executive Council. The Council, as per the law, shall allocate an annual budget to support social and cultural development initiatives based on the proceedings. Back to top

58. Do I need TO SET UP A P.O. Box FOR MY BUSINESS in the DWC Free Zone?

Yes. Back to top

59. Where can I go to open a P.O. Box?

Emirates Post is offering P.O. Box services tailored to meet your needs. Please check their website by http://www.emiratespost.com/ for branches and timings. Back to top

60. Is there an Emirates Post situated in DWC?

No. However, there is a plan to open a branch within DWC in the near future. Back to top

61. Where is the nearest Emirates Post located?

The closest is Jebel Ali Post Office which is open from 7:30am to 3:00pm, and can be reached on +971 4 8816989. Back to top

62. What are the contact details for Emirates Post?

For all queries, you may contact the Call Center on 600 5 99999 from 7:30 am to 8:00 pm, or email: custservice@emiratespost.ae. Back to top

63. What are the requirements to open a P.O. Box for my business?

You have to submit to Emirates Post a completed Corporate application form (which can be downloaded here) stamped by your company, along with a copy of your valid trade license. Back to top

64. How much will it cost me to obtain a P.O. Box?

There are various offerings available to corporate customers, which will enable you to select a suitable category depending on your company’s mail volumes. You can get the fee structure by calling the Emirates Post Call Center, or visiting their branch or website. Back to top

65. What is the visa allocation policy in the DWC Free Zone?

An FZE is allowed to have 1 visa per 8 meter sq. of leased space in DWC office and warehouse buildings. A different ratio applies for FZE’s established through the DWC Business Centre, depending on the setup package taken. For FZE’s leasing development land for constructing their own facility, the number of visas should not exceed a reasonable allocation determined by the Free Zone Administration. Back to top

66. Do you provide a standard Employment Contract?

No, we do not provide template employment contracts. The terms and conditions of employment contracts are a matter of negotiation and agreement between the employer and the employee. As a minimum, the contract must comply with the UAE Labor Law. Back to top

67. What rules and regulations apply in the DWC Free Zone Enterprises?
  • DWC’s Free Zone and Administration Rules and Regulations are available here
  • Development Regulations and Guidelines are available here

In addition, Free Zone Enterprises are also subject to the applicable laws of the Emirates of Dubai and Federal Laws of the UAE. Back to top