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?
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 covert the Branch to a DWC-LLC later?
DWC LIMITED LIABILITY COMPANIES
  1. How do I establish a DWC-LLC?
  2. Are there any limitations on the number of Shareholders of a DWC-LLC?
  3. How many Directors can be appointed to a DWC-LLC?
  4. Do the Shareholders, Directors or Company Secretary have to reside in the UAE?
  5. Can the same person be a Shareholder, Director, Company Secretary and General Manager?
  6. Can the General Manager reside outside of the UAE?
OWNERSHIP CHANGES
  1. I want to change the ownership structure of my Free Zone Enterprise (FZE). What do I need to do?
  2. Who is responsible for filing the change of ownership with the Free Zone Administration Department?
  3. 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?
  4. What is the process for notifying a change of ownership of a DWC-LLC?
  5. 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?
  6. What matters need to be specified in the Board Resolution?
  7. What happens if pre-emption rights have not been followed?
  8. What matters need to be specified in the share sale/transfer agreement?
  9. What matters need to be specified in the Amendments to the Memorandum and Articles of Association?
  10. Why do I need to submit two original copies of the Amendments to the Memorandum and Articles of Association?
  11. What happens once the documentation has been submitted to the Free Zone Administration Department?
  12. What are the fees to process a transfer of ownership?
  13. Is there a fee for publication in the Gazette?
  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?
LICENCES
  1. What types of licence are available in Logistics District?
  2. What types of licence are available in Aviation District?
  3. What is a registered office?
  4. What language(s) must the application and the accompanying documentation be in?
  5. What are the fees for registration of a Branch or incorporation of a DWC-LLC?
  6. What are the fees for obtaining a licence?
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?

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 licensed 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. Back to top.

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

Provided that the application and all supporting documentation are present and correct, the registration and licensing process can be completed within as little as 2 hours. 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. 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?

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. How do I register a Branch?

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

  • A completed Form 5 – Application to Register a Branch of an Existing Entity;
  • Either a copy of a signed Board Resolution OR a notarised 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 licence of the existing entity; and
  • The applicable fee

6. 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.

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

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

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

Yes. Back to top.

9. 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 4 – Application to incorporate a DWC-LLC;
  • Clear and valid passport copies (preferably in colour) of any individual listed as a Shareholder, Director or 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 Form 4 is not named as a Shareholder, Director 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/free-zone/), 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

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

A DWC-LLC is currently limited to a maximum of 5 shareholders. Back to top.

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

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

12. 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.

13. 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.

14. 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.

15. 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 forms for such changes can be found here: http://www.DWC.ae/free-zone/.
  • 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.

16. 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.

17. 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.

18. 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 licence or certificate of good standing; and
  • The applicable fee

19. 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.

20. 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 authorise 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.

21. 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 transfer can be challenged by the existing shareholders lodging a complaint (in writing) with the Free Zone Administration Department. Back to top.

22. 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.

23. 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.

24. 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.

25. 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.

26. 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.

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

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

28. 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 forms (see Forms 7, 9 and 11) and applicable fee(s) (currently AED 2,500 per position). Back to top.

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

Yes, these are available for download here: http://www.DWC.ae/free-zone/ or by contacting DWC Customer Service on +971-4-8141111. Back to top.

30. 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.

31. What types of licence are available in Logistics District?

The categories of licence available within Logistics District are:

  • Logistics Licence – allows the holder to carry out specified logistics services;
  • Industrial Licence – allows the holder to carry out specified light manufacturing activities;
  • General Trading Licence – allows the holder to import, export and store items specified in the Licence, and sell these products only in the UAE market through a local distributor;
  • Service Licence – allows the holder to carry out services specified in the Licence within the DWC Free Zone and elsewhere in the UAE; 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 at http://www.DWC.ae/free-zone/ for a detailed description of these licences

32. What types of licence are available in Aviation District?

The categories of licence available within Aviation District are:

  • Industrial Licence – allows the holder to carry out specified light manufacturing activities;
  • General Trading Licence – allows the holder to import, export and store items specified in the Licence, and sell these products only in the UAE market through a local distributor;
  • Service Licence – allows the holder to carry out services specified in the Licence within the DWC Free Zone and elsewhere in the UAE; 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 at http://www.DWC.ae/free-zone/ for a detailed description of these licences

33. 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.

34. 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.

35. 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.

36. What are the fees for obtaining a licence?

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.

37. Do I need TO SET UP A P.O. Box FOR MY BUSINESS in the DWC free zone?

Yes. Back to top.

38. Where can I go to open A P.o. Box?

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

39. 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.

40. Where is the nearest location to DWC?

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

41. What are the contact details for EMIRATES POST?

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

42. 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 from http://www.emiratespost.com/) stamped by your company, along with a copy of your valid trade licence. Back to top.

43. 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 Centre, or visiting their branch or website http://www.emiratespost.com/. Back to top.