A big part of the delays in establishing a business in UAE is caused by paperwork that is not done correctly the first time. But a missed attestation, an application submitted in the wrong name or a business plan the authority has not seen before can extend the timeframe for a simple application by weeks. The question is to know which documents, in what form, one needs to register a company in UAE before starting the process as this is the difference between smooth and stalled process. This article outlines the documents in general that are typically needed, the main differences between individual and corporate applicants and where the mainland, free zones and DIFC differ.
Why the Document List Is Not Fixed
There are no standard national lists of documents. Requirements vary depending on the jurisdiction (mainland or a specific free zone or DIFC), company legal structure and activity. A regulated financial firm owned by an overseas parent requires a lot more than a consultancy owned by one person. The following is the common core, common to most applications, with the principle differences indicated. There are two differences that permeate all.
Individual versus corporate shareholder. If the person holds ownership of the shares, then the authorities require primarily identification documents. If another company is the owner of the shares, it requires the corporate documents of the other company, which is generally attested.
Local or foreign documents. In general, documents from other countries will need to be legally attested (legalised) before it will be accepted.
This takes time, and is best started early. Consider the documents in the following way: Identity documents, for company owners the documents of parent company, what the company will be, constitution, activities, premises, what the company must comply with, beneficial ownership, tax and some activities, anti-money laundering. The groups provide an opportunity to discover what is lacking before authority does.”
Who Registers the Company
Depending on the location of the Company, registration is carried out by various companies. The company is registered in the relevant economic department, according to the federal law for Commercial Companies: in Dubai (Department of Economy and Tourism) or in Abu Dhabi (Department of Economic Development). The documentation requirements vary depending upon each free zone and each free zone has its own registrar. As a financial free zone with its own legal system, DIFC has its Registrar of Companies for company formation, and will require a more complete set of documents such as detail on the people that will be looking after and running the company. In addition to the incorporation, UAE businesses also have to follow rules, which create their own paperwork: ultimate beneficial ownership declaration, anti-money-laundering registration (for some businesses) and economic substance obligations (if applicable). These are highlighted below as they impact what must be prepared.
The Company Registration Document Checklist
Core documents for most applications
Clear and valid full page copies of all shareholders, directors and managers' passports.
Passport size photos on a white background as per specification.
Visa page and Emirates ID duplicate for visa applications who are currently living in the UAE.
Entry stamp/visit-visa copy (for people who are coming to set up in the country).
Trade name reservation certificate after approval of trade name.
First certificate of approval from the registering authority.
Memorandum of association and articles if any of ownership, capital, management. Usually, free zones offer templates which is the case for companies incorporated in the mainland (limited liability companies) with a memorandum that is notarised.
Tenancy documentation: Ejari-registered lease for the mainland or flexi-desk/warehouse agreement from the free zone (as it has its own lease documentation).
Specimen signature of the authorised signatory, and the signed application form.
For an individual applicant, most of these are quite simple. The two requirements that often causes problems are the tenancy documents, which some hold off on until last, but without which the licence will not be granted. And the memorandum of association, which, in the case of a company with more than one owner, is often a template to be signed without reading and in the case of a mainland company should generally be notarised.
Where the applicant is already on a UAE residence visa
Historically where a resident may want to join a new company a No Objection Certificate is required from the current company that they are employed with. In some cases this requirement has been relaxed, and should be verified with the authority concerned.
Where a shareholder is a company
Incorporation certificate of the parent company.
Memorandum and articles of association of the parent company.
Current certificate of good standing/incumbency.
A board resolution for approval of the new UAE company and the appointment of a signatory.
Power of attorney, to authorise a representative.
Copies of passports for parent company directors and, frequently, ultimate beneficial owners.
All of these corporate documents need to be legalised: notarisation in the country of origin, attestation by the country of origin's foreign ministry (and the UAE embassy there), and a final attestation by the UAE Ministry of Foreign Affairs. There are also some documents that require translation in Arabic by a legal translator. The chain is time and cost consuming, and should be started early in the process. Attestation procedures may vary from country to country, and it is advisable to check the current requirements for the relevant country.
Activity and jurisdiction-specific documents
Business plan: mandatory for specific activities in many of the free zones and is common in DIFC and regulated financial activities. It must be realistic and reflect the activities applied for.
Regulatory approvals: any evidence of clearance from a sector regulator (health, education, food, financial, media) in the case of an activity which must be cleared by a regulator.
Bank reference letter/financial statements: for regulated entities and requested by some free zones.
CVs and professional qualifications: for professional licences and for approved persons in financial entities.
Ultimate beneficial owner declaration: majority of UAE entities required to document natural persons who ultimately own or control a company.
Documents generated after registration
The Trade License that is issued after the completion of registration process.
Establishment card for immigration file for visa sponsorship.
Corporate tax registration and VAT registration (if applicable).
Registration in the goAML platform as anti-money-laundering for businesses of certain categories, including real estate brokers, precious metals and stones dealers, and some corporate service providers.
How the Requirements Differ by Jurisdiction
Noticeable differences in paperwork could be present between the different authorities, if a business is registered in one authority, it may not necessarily be the same for another.
Mainland. One can expect the identity documents, a notarised memorandum of association, a lease registered under Ejari and any approvals required by the sector for the activity. The Corporate shareholders have to provide attested corporate documents. Certain professional activities have been known to have the local service agent system in the past, whether this is still applicable must be verified for each individual activity.
Free zones. These typically have the least paperwork associated with them, using standard templates and a package approach is managed by the zone. However, ordinary setups are requested to submit a business plan and a bank reference in some areas, and the requirements are different for each zone.
DIFC and ADGM. These are the most document intensive and are financial free zones, incorporating their own common-law company law. Directors' and controllers' information as well as information about the business itself is expected and for the regulated financial activity, a full business plan and financial information for the regulator's review is required.
What Commonly Causes Delay
Name mismatches. The name on each document must be exactly the same, one of the most common reasons for failure is if the names do not match on a passport and a supporting document.
Documents that are near the end of their validity period. Passports and corporate certificates should have a comfortable validity, a passport close to the expiration date may not be accepted by some authorities.
Underestimating attestation time. It can take weeks to get foreign corporate documents legalised and applicants typically fail to complete at the last moment.
Business plans which are inconsistent with activities. A plan of activities that is not covered by the licence or unrealistic figures raises questions, especially in a DIFC or regulated environment.
Skipping ownership, money laundering and substance disclosures. Failure to keep the required registers and make the necessary declarations can result in penalties after the company has been established.
Taking the advice of one authority for granted when it is given by another. Use the latest checklist from the relevant authority as not all free zones are alike or the same as the mainland.
Preparing the File the Right Way
The basic components of these documents when broken down are identity documents, constitutional documents, corporate documents (usually attested) in case a company is the shareholder, and industry documents such as business plans and regulatory approvals. The most common issues which may cause delays are attestation of foreign documents and mismatch of name / activity, both of which can be avoided with correct preparation.
Ideally, the list of documents to be attested to should be obtained from the relevant economic authority in each instance (this list will vary) and to commence the attestation process well before the documents are assembled, and to seek the list of documents from the DIFC Registrar office or from the free zone. The easiest way to keep a registration on track is to start preparing the necessary documents, in the appropriate form, at the beginning.
