Limited liability company (LLC)
A limited liability company is suitable for commercial/trading activities. In order to incorporate an LLC in Dubai an application must be made to the Dubai Department of Economic Development (DED) to obtain a commercial/trade licence, which requires the LLC to have business premises in Dubai. Once incorporated, an LLC must become a member of the Dubai Chamber of Commerce and Industry.
Features of an LLC
An LLC is governed by the Law No. 2 of 2015 relating to commercial companies (Commercial Companies Law). It has UAE domicile and nationality and can be owned by between two and fifty shareholders whose liability will be limited to the extent of their share in the Dubai LLC’s capital.
Under the new Commercial Companies Law there is no minimum share capital for a Dubai LLC, but its share capital must be adequate for its purposes. There is no requirement for the share capital to be paid up, but the shareholders are responsible to the extent of their shareholding should a call be made on the LLC’s capital.
In accordance with the Commercial Companies Law, at least 51% of the Dubai LLC must be held by a UAE national, or company wholly-owned by UAE nationals. Despite having a minority shareholding, effective management control, distribution of profits and ownership of valuable assets can remain with the foreign partner(s) by entering into a specialised suite of agreements (more commonly known as “Nominee Agreements”).
An LLC can be managed by one Manager or a Board of Managers (i.e. directors) who are appointed by the shareholders in the LLC’s memorandum of association (MOA), or by general assembly. The Manager’s powers will be included in the MOA or granted by the shareholders in a Power of Attorney. The Manager’s acts will bind the Dubai LLC. However, sanctions may be imposed upon a Manager for improper use of power.
Registration and licensing formalities
The registration and licensing of an LLC is administered by the DED. An initial application must be submitted to reserve the LLC’s name and relevant trading activities. The LLC’s trade name must include the activities it will carry out and will be suffixed by “LLC”.
If the foreign shareholder is a company, the application must be supported by notarized, attested and translated copies of its corporate documents, including its memorandum and articles of association (or other byelaws), a board resolution resolving to incorporate the LLC and a power of attorney authorising an individual/company in Dubai, such as CBD, to handle the incorporation formalities on its behalf.
The foreign shareholder must enter into a lease of suitable premises from which the LLC’s business may be operated and obtain an Ejari certificate from the Landlord (an official summary of the lease terms issued by the Real Estate Regulatory Authority in Dubai).
Provided the supporting documents are prepared swiftly, and the lease terms have been agreed in principle, it should take between 6-8 weeks for the LLC to set-up by a corporate shareholder. If the LLC is being set-up by an individual, this time frame can be significantly reduced.