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2 Overview of selected UAE free zones
Contents
Clifford Chance in the Middle East 3
Section A: Dubai 4
Section B: Northern Emirates 12
Section C: Abu Dhabi 17
Section D: List of UAE Free Zones 21
Contacts 22
Worldwide contact information 23
NOTE: This overview only covers a selection of the free zones in the UAE, of which there are approximately 40.
The processes and rules applying to the incorporation and administration of free zone entities change from time to time. Free zone authorities have wide discretion as to
the regulations and policies they implement. Therefore, although this overview will provide a guide as to the types of procedure to expect, it will always be necessary to
confirm with the relevant free zone on a case by case basis.
The materials contained in this publication are provided for general information purposes only and do not constitute legal or other professional advice.
Overview of selected UAE free zones 3
International Law Firm of the Year
Middle East Law Firm of the YearChambers Global Awards 2013
We hold more tier 1 rankings in Chambers Global,
Legal 500 and IFLR than any other law firm in the
Middle East
Clifford Chance in the Middle East
Clifford Chance is one of the longest established international law firms in the Middle East
Our team of over 120 lawyers advises clients on domestic, regional and international
matters and has delivered many first-of-a-kind deals. We opened our first UAE office in
1975 and are well known for innovative, market-leading work. We specialise in:
Banking, Finance and Projects
Corporate, M&A and Equity Capital Markets
Financial Services Regulatory
Debt Capital Markets and Structured Products
Litigation & Dispute Resolution and Arbitration
Real Estate and Construction.
Our lawyers combine international experience and capability with an intimate and detailed
knowledge of local requirements in the region and advise on international, regional and
domestic matters. In particular, we:
have over 120 lawyers, fully integrated into the Firm's international network, serving the Middle East region
have been present in the Middle East for almost 40 years with offices today in Abu Dhabi, Doha, Dubai and Riyadh
are able to coordinate legal advice and services throughout the Middle East through our close contacts with leading independent firms have valuable Arabic language skills within the practice, at both associate and partner level, enabling us to work with Arabic documentation.
4 Overview of selected UAE free zones
Section A: Dubai
Jebel Ali Free Zone
(JAFZ)
Dubai Technology &
Media Free Zone
(TECOM)
Dubai Airport Free
Zone (DAFZ)
Dubai Healthcare City
(DHCC)
Dubai
Multi-Commodities
Centre (DMCC)
Dubai International
Financial Centre (DIFC)
Types of legal
available entity
Free Zone
Company (FZCO)
Free Zone
Establishment
(FZE)
Branch of a foreign
or UAE company
Offshore Company
(OffCo)
Limited liability
company
(FZ-LLC)
Branch of a
foreign or UAE
company
Free Zone
Company (FZCO)
Free Zone
Establishment
(FZE)
Branch of a foreign
or UAE company
Free Zone Limited
Liability Company
(FZ-LLC)
Branch of a foreign
or UAE company
Limited liability
company
Branch of a foreign
or UAE company
Company Limited by
Shares
Branch of a foreign
or UAE company
NB: Other types of DIFC
entities exist but have
not been included in this
overview.
Licensing
authority
Jebel Ali Free Zone
Authority (JAFZA)
Dubai Technology &
Media Free Zone
Authority (TECOM
Authority)
Dubai Airport Free Zone
Authority (DAFZA)
Dubai Healthcare City
Authority (DHCCA)
Dubai Multi
Commodities Centre
Authority (DMCC
Authority)
Dubai International
Financial Centre
Authority (DIFCA)
Overview of selected UAE free zones 5
Jebel Ali Free Zone
(JAFZ)
Dubai Technology &
Media Free Zone
(TECOM)
Dubai Airport Free
Zone (DAFZ)
Dubai Healthcare City
(DHCC)
Dubai
Multi-Commodities
Centre (DMCC)
Dubai International
Financial Centre (DIFC)
Types of
available
licence
(licences are
generally
renewable
annually)
FZCO/FZE/Branch:
Trading licence
General trading
licence
Industrial licence
National Industrial
Licence (the
applicant must be at
least 51% owned by
GCC nationals and
the process
conducted by the
JAFZA-licensed
entity must add at
least 40% to the
value of the
product)
Logistics licence
(available to a
branch of a UAE
company only)
Service licence
(available to a
branch of a UAE
company only)
OffCo:
None required
TECOM consists of ten
business parks, each
with its own licence
categories. The
business parks are all
media and IT related
and each has been
established for a
specialism within those
sectors. They include
Dubai Internet City,
Dubai Media City and
Knowledge Village.
Trading licence
Industrial licence
Service licence
A commercial licence is
required.
The categories for which
a commercial license
may be issued in DHCC
are:
Clinical – Inpatient
Clinical – Outpatient
Healthcare
Consultancy
Healthcare Support
Healthcare
Education
Publishing
Education &
Training Services
(non healthcare)
Service Provider
Consultancy
Regional Head
Quarters
Hotels and Leisure
Services
Property
Management
Services
DMCC licence (for
the commodities
and related industry
services:
manufacturing,
trading or services)
JLT licence (for
other business
activities: services
or professional)
NB: both DMCC and
JLT companies may
hold "General Trading"
licences (subject to the
share capital minimum
set out below), which
allows the licensee to
perform an unlimited
range of business
activities.
A commercial licence is
required.
If an entity wishes to
carry out financial
services activities in or
from the DIFC it must
also be licensed by the
Dubai Financial Services
Authority (DFSA). A
Company Limited by
Shares is the only type
of DIFC company which
can be a
DFSA-regulated entity.
Entities which are not
licensed by the DFSA
are categorised as either
a registered1 or
non-regulated2 entity,
depending on the types
of activities carried out.
1 Registered entities are regulated by the DFSA and comprise of registered auditors and Ancillary Service Providers (being enti ties which provide legal or accountancy services to
DFSA licensed entities). 2 A non-regulated entity is one that is neither required to be registered nor licensed by the DFSA.
6 Overview of selected UAE free zones
Jebel Ali Free Zone
(JAFZ)
Dubai Technology &
Media Free Zone
(TECOM)
Dubai Airport Free
Zone (DAFZ)
Dubai Healthcare City
(DHCC)
Dubai
Multi-Commodities
Centre (DMCC)
Dubai International
Financial Centre (DIFC)
Fees (not
including
leases)3
Initial registration:
FZCO: AED15,000
FZE: AED10,000
Branch: AED5,000
OffCo: AED10,000
Annual licence fees:
Trading: AED5,500
to AED9,0004
General trading:
AED30,0005
Industrial:
AED5,500
National Industrial:
AED5,500 to
AED9,0006
Logistics (branch of
UAE company
only): AED30,000
Service (branch of
UAE company
only): AED8,000
OffCo: N/A
Initial registration:
FZ-LLC:
AED3,500
Branch:
AED3,500
Annual licence fees:
Vary according to
type of licence
from AED15,000
to AED100,000
(but the fees for
most licensed
activities are
AED15,000 to
AED20,000)
Initial registration:
FZCO: AED15,000
FZE: AED10,000
Branch: No fees
payable on
registration
Annual licence fees:
AED10,000
Initial registration:
AED3,500
Annual licence fees:
Vary according to
type of licence,
starting from
AED15,000
Initial registration:
DMCC company:
AED5,010
JLT company:
AED10,010
Each type of
company must also
pay a one-off fee of
AED2,010 to
register its
Memorandum of
Association
Annual licence fees:
DMCC company:
AED15,010
JLT company:
AED20,010
Initial registration:
Company Limited by
Shares: US$8,000
Branch: US$8,000
Annual licence fees:
US$12,000
3 Fees are subject to change from time to time so should be checked with the relevant Free Zone Authority from time to time.
4 Fee depends on the number of activities and the number of groups of activities (per the JAFZA grouping available on its website) in which the licensee is permitted to participate.
5 General trading permits the licensee to participate in all activities across all groups of activities.
6 Fee depends on the number of activities and the number of groups of activities (per the JAFZA grouping available on its websi te) in which the licensee is permitted to participate.
Overview of selected UAE free zones 7
Jebel Ali Free Zone
(JAFZ)
Dubai Technology &
Media Free Zone
(TECOM)
Dubai Airport Free
Zone (DAFZ)
Dubai Healthcare City
(DHCC)
Dubai
Multi-Commodities
Centre (DMCC)
Dubai International
Financial Centre (DIFC)
100% foreign
ownership
allowed?
Yes (save for an entity
with a National Industrial
Licence)
NB: OffCos must
appoint a registered
agent. A list of
approved registered
agents is available from
the JAFZA Registrar.
Yes Yes Yes Yes Yes
Minimum share
capital
FZCO: AED500,000
(must be in multiples of
AED100,000)7
FZE: AED1,000,000
(must be in multiples of
AED1,000,000)
OffCo: None specified
Such sum as TECOM
specifies from time to
time, dependent on the
type of licence (ranges
from AED50,000 to
AED2,500,000,
commonly between
AED50,000 and
AED100,000).
FZCO: AED500,000
(must be in multiples of
AED100,000)
FZE: AED1,000,000
(must be in multiples of
AED1,000,000)
Such sum as DHCCA
specifies from time to
time, dependent on the
type of licence (ranges
from AED300,000 for
entities operating a clinic
to AED50,000 for
commercial non-clinical
entities).
DMCC company:
AED50,000 per
shareholder (no
corporate
minimum)
JLT company:
AED50,000 per
shareholder (no
corporate
minimum)
NB: A General Trading
licence requires a
minimum share capital
of AED1,000,000.
Company Limited by
Shares: US$50,000
If the entity is licensed
by the DFSA, additional
share capital
requirements may apply.
7 We have been informed during telephone conversations with JAFZA representatives that the requirement for a minimum share capital in relation to FZCO and FZE is being
amended. JAFZA will now determine minimum share capital requirements on a case by case basis with reference to the project being undertaken. The information on the JAFZA website is, we understand, being updated to reflect these changes.
8 Overview of selected UAE free zones
Jebel Ali Free Zone
(JAFZ)
Dubai Technology &
Media Free Zone
(TECOM)
Dubai Airport Free
Zone (DAFZ)
Dubai Healthcare City
(DHCC)
Dubai
Multi-Commodities
Centre (DMCC)
Dubai International
Financial Centre (DIFC)
Requirement to
lease premises
in Free Zone?
FZCO: Yes
FZE: Yes
Branch: Yes
OffCo: No (registered
agent used as its
address)
Yes Yes Yes Yes Yes
Branch of a Foreign
Entity: As a separate
requirement, a branch
must have at all times at
least one person who is
authorised to accept
service of any document
and undertake any other
function as required by
the applicable DIFC
regulations.
Number of
shareholders
FZCO: At least 2,
maximum 5
FZE: Single
shareholder only
OffCo: At least 1
shareholder
At least 1, maximum
50
FZCO: At least 2,
maximum 5
FZE: Single
shareholder only
At least 1, maximum 30 Minimum 1, maximum
50
At least 1
Share transfer
requirements
Share transfers subject
to the approval of
JAFZA.
Share transfers subject
to the approval of the
TECOM Authority.
Share transfers subject
to the approval of
DAFZA.
Share transfers are
subject to registration
with the DHCCA.
Share transfers are
subject to the prior
approval of the DMCC
Authority.
Share transfers must be
notified to the DIFCA.
Multiple classes
of shares
permitted?8
No Yes, subject to the
approval of TECOM
No Yes, subject to the
approval of the DHCCA
No Yes (to the extent
permitted by the
company's Articles)
8 Whilst the regulations of DMCC and TECOM permit multiple classes of shares, in our experience these free zones have not permi tted different classes of shares in practice.
Overview of selected UAE free zones 9
Jebel Ali Free Zone
(JAFZ)
Dubai Technology &
Media Free Zone
(TECOM)
Dubai Airport Free
Zone (DAFZ)
Dubai Healthcare City
(DHCC)
Dubai
Multi-Commodities
Centre (DMCC)
Dubai International
Financial Centre (DIFC)
Requirement to
produce annual
audited
accounts?
Yes Yes (although the
requirement to lay the
financial statements
before a general
meeting of the
shareholders or
appoint an auditor may
be waived by the
shareholders in
respect of a particular
financial year)
Yes Yes (although the
requirement to lay the
financial statements
before a general
meeting of the
shareholders or appoint
an auditor may be
waived by the
shareholders in respect
of a particular financial
year)
Yes Yes
Security over
shares
permitted?
FZCO/FZE:
A shareholder may
pledge all (but not only
some) of its shares.
Any other security
permitted under Dubai
law may also be given.
The pledge must be
notarised and registered
with JAFZA within 7
days of execution and
recorded in the register
of the relevant
FZE/FZCO.
OffCo:
A shareholder may
pledge its shares.
JAFZA regulations are
silent on the time period
for registration of
security. It would be
Yes, a pledge over the
shares or other
interests of
shareholders may be
created pursuant to
applicable laws of the
UAE.
No registration
required with the
TECOM Authority.
Yes, a pledge over the
shares or other interests
of shareholders may be
created pursuant to
applicable laws of
Dubai. Duly executed
(notarised) security
document and annual
accounts must be
provided with the
prescribed form
application to DAFZA
within 7 days of
execution and recorded
in the register of the
relevant FZE/FZCO.
Yes, a pledge over the
shares or other interests
of shareholders may be
created pursuant to
applicable laws of the
UAE.
Yes, a pledge over the
shares or other interests
of shareholders may be
created pursuant to
applicable laws of the
UAE.
The DMCC operates its
own online finance
platform. Title
documents to
commodities are
created (Dubai
Commodity Receipts)
which may be pledged
to financiers who are
signed up to the
platform rules. This
allows a close-out
mechanism which
avoids court
enforcement.
Yes, a pledge over the
shares of a DIFC
company may be
created pursuant to the
provisions of the DIFC
Security Law.
A "financing statement"
must be lodged with the
Security Registrar and
"control" of the security
is achieved by
registering the holder of
the security as having
"transfer authority" in
respect of it (e.g. through
a contribution of a
security agreement
holding share certificate
and stock transfer form
executed by the debtor,
but left undated).
10 Overview of selected UAE free zones
Jebel Ali Free Zone
(JAFZ)
Dubai Technology &
Media Free Zone
(TECOM)
Dubai Airport Free
Zone (DAFZ)
Dubai Healthcare City
(DHCC)
Dubai
Multi-Commodities
Centre (DMCC)
Dubai International
Financial Centre (DIFC)
prudent to promptly
register the security
after its creation. The
foregoing is also true in
respect of security over
shares of an OffCo.
Directors/
Secretary
FZCO: At least 2
directors and a company
secretary
FZE: At least 1 director
and a company
secretary
OffCo: At least 2
directors and a company
secretary
NB: The offices of
director and company
secretary may be held
jointly by a single
person.
At least 1 director FZCO: Board must
consist of at least 3
persons comprising at
least 2 directors and the
company secretary
FZE: At least 1 director
and the company
secretary
NB: The offices of
director and company
secretary may be held
jointly by a single person
in a FZCO and a FZE.
At least 1 director,
maximum 7
The company secretary
(who may also be a
director) may be
appointed
An FZ-LLC is also
required to appoint a
manager to represent
the company in all
matters with the
DHCCA.
At least 1 director,
maximum 6
The company secretary
(who may also be a
director) may be
appointed
At least 2 directors and a
company secretary
NB: The offices of
director and company
secretary cannot be held
jointly by a single
person.
Mandatory
residence of
directors in
Dubai
FZCO: At least 2
directors
FZE: At least 1 director
and the company
secretary
OffCo: None specified
No requirements FZCO: At least 2
directors and the
company secretary
FZE: At least 1 director
and the company
secretary
No requirements No requirements No requirements
Overview of selected UAE free zones 11
Jebel Ali Free Zone
(JAFZ)
Dubai Technology &
Media Free Zone
(TECOM)
Dubai Airport Free
Zone (DAFZ)
Dubai Healthcare City
(DHCC)
Dubai
Multi-Commodities
Centre (DMCC)
Dubai International
Financial Centre (DIFC)
Allocation of
residence visas
according to
size of leased
premises9
Office: one visa per 9.5
square metres
Warehouse: depends
on the configuration of
the warehouse but
guideline is 15 visas (5
admin staff and 10
workers) in a 555
square metre premises
OffCo: only 2 work
permits may be issued
One residence visa per
7.5 square metres
One residence visa per
8.1 square metres
One residence visa per
7.4 square metres
One residence visa per
9 square metres
One residence visa per
7.4 square metres
9 This information is subject to change so should always be confirmed when making enquires about specific leasing requirements.
12 Overview of selected UAE free zones
Section B: Northern Emirates
Ras Al Khaimah Free Trade
Zone (RAKFTZ)
Hamriyah Free Zone (HFZ) Sharjah Airport International Free
Zone (SAIFZ)
Ajman Free Zone (AFZ)
Types of legal
available entity
Free Zone Company
(FZCO)
Free Zone Establishment
(FZE)
Branch of a foreign or UAE
company
International Company (Intl
Co)
Free Zone Company (FZCO)
Free Zone Establishment (FZE)
Branch of a foreign or UAE
company
Free Zone Company (FZCO)
Free Zone Establishment (FZE)
Branch of a foreign or UAE
company
Free Zone Company (FZCO)
Free Zone Establishment (FZE)
Branch of a foreign or UAE
company
Licensing
authority
Ras Al Khaimah Free Trade
Zone Authority (RAKFTZ
Authority)
Hamriyah Free Zone Authority (HFZA) Sharjah Airport International Free Zone
Authority (SAIFZA)
Ajman Free Zone Authority (AFZA)
Types of
available licence
(licences are
generally
renewable
annually)
FZCO/FZE/Branch:
Industrial licence
Commercial licence (up to 7
activities)
Consulting/Service licence
General trading licence
Intl Co: None required
FZCO/FZE/Branch:
Industrial licence
Commercial licence (up to 5
activities)
Service licence
FZCO/FZE/Branch:
Industrial licence
Commercial licence (includes,
amongst others, buying & selling of
real estate)
Specific licence (includes, amongst
others, oil & gas and aviation)
Service licence (includes, amongst
others, real estate development,
freight forwarding & cargo handling)
General trading licence
FZCO/FZE/Branch:
Industrial licence
Trading licence
Service licence
General trading licence
National Industrial licence (the
applicant must be at least 51%
owned by GCC nationals and the
process conducted by the
AFZ-licensed entity must add at
least 40% to the value of the
product)
Fees (not
including
Initial registration: Initial registration: Initial registration: Initial registration fee AED100
Overview of selected UAE free zones 13
Ras Al Khaimah Free Trade
Zone (RAKFTZ)
Hamriyah Free Zone (HFZ) Sharjah Airport International Free
Zone (SAIFZ)
Ajman Free Zone (AFZ)
leases)10
FZCO: AED7,000
FZE: AED7,000
Branch: No initial
registration fee
Intl Co: AED2,000
Annual licence fees:
Industrial: AED5,000
Commercial: AED3,650
Consulting/Service:
AED7,500
General trading:
AED15,000
Intl Co: Not required to be
licensed but an annual fee of
AED1,500 is payable for
renewal of registration.
FZCO: AED9,000
FZE: AED9,000
Branch: No initial registration fee
Annual licence fees:
Industrial: AED3,500
Commercial: AED3,500
Service: AED3,500
FZCO: AED10,000
FZE: AED10,000
Branch: AED5,000
Annual licence fees:
Industrial: AED7,500
Commercial: AED7,500
Specific: Varies according to type
of licence from AED10,000
Service: Varies according to type
of licence from AED8,500
General trading: AED15,000
Annual licence fees:
Industrial: AED9,100
Trading: Varies depending on
number of activities but ranges from
AED3,900 to AED6,500
Service: AED6,500
General trading licence: AED9,100
National Industrial licence:
AED9,100
100% foreign
ownership
allowed?
Yes
NB: Intl Co must appoint a
registered agent. A list of
approved agents is available
from the RAKFTZ Authority.
Yes Yes Yes
10
Fees are subject to change from time to time so should be checked with the relevant Free Zone Authority from time to time.
14 Overview of selected UAE free zones
Ras Al Khaimah Free Trade
Zone (RAKFTZ)
Hamriyah Free Zone (HFZ) Sharjah Airport International Free
Zone (SAIFZ)
Ajman Free Zone (AFZ)
Minimum share
capital
FZCO: AED100,000 (must be
in multiples of AED1,000)
FZE: AED100,000 (must be in
multiples of AED100,000)
Intl Co: None specified (must
be in multiples of AED1,000)
FZCO: AED150,000 (must be in
multiples of AED1,000)
FZE: AED150,000 (must be in
multiples of AED150,000)
FZCO: AED150,000 (must be in
multiples of at least AED100)
NB: An additional 2 shareholders may
be permitted with the approval of
SAIFZA who may subscribe for shares
in an FZCO in multiples of AED30,000.
FZE: AED150,000
Branch: None specified
FZCO: AED185,000
FZE: AED185,000
Branch: None specified
Requirement to
lease premises
in Free Zone?
FZCO/FZE/Branch: Yes
Subject to prior approval from
RAKFTZ Authority, an FZCO or
FZE may open branches
outside RAKFTZ.
Intl Co: No (registered agent
used as its address)
Yes Yes Yes
Number of
shareholders
FZCO: At least 2, maximum 5
FZE: Single shareholder only
Intl Co: At least 1 shareholder
FZCO: At least 2, maximum 5
FZE: Single shareholder only
FZCO: minimum 2 shareholders,
maximum 7
FZE: Single shareholder only
FZCO: At least 2, maximum 4
FZE: Single shareholder only
Share transfer
requirements
Share transfers are subject to
the approval of RAKFTZ
Authority
Pre-emption rights in favour of
remaining shareholders in an
Intl Co exist
Share transfers are subject to the
approval of HFZA
Pre-emption rights in favour of
remaining shareholders in an FZCO
Share transfers are subject to the
approval of SAIFZA
Pre-emption rights in favour of
remaining shareholders in an FZCO
Share transfers are subject to the
approval of AFZA
Multiple classes
of shares
permitted?11
No
Intl Co: Yes
No No No
11
Whilst the regulations of DMCC and TECOM permit multiple classes of shares, in our experience these free zones have not permi tted different classes of shares in practice.
Overview of selected UAE free zones 15
Ras Al Khaimah Free Trade
Zone (RAKFTZ)
Hamriyah Free Zone (HFZ) Sharjah Airport International Free
Zone (SAIFZ)
Ajman Free Zone (AFZ)
Requirement to
produce annual
audited
accounts?
Yes
Intl Co: None specified
Yes Yes (upon renewal of licence) None specified
Security over
shares
permitted?
FZCO/FZE:
A shareholder may pledge some
or all of its shares. Any other
security permitted under RAK
law may also be given.
The pledge must be notarised
and registered with RAKFTZ
Authority within 7 days of
execution and recorded in the
register of the relevant
FZE/FZCO.
Intl Co:
According to the RAKFTZ
Authority, a certified true copy of
the security document and (if
applicable) the notarised power
of attorney of the representative
are the only documents required
to be submitted in addition to
the prescribed form.
No time period within which to
register the security however,
registration should be effected
as the failure to do so would
result in a fine of AED5,000
FZCO/FZE:
A shareholder may pledge some or all
of its shares. Any other security
permitted under Sharjah law may also
be given.
The pledge must be notarised and
registered with HFZA within 15 days of
execution and recorded in the register
of the relevant FZE/FZCO.
FZCO/FZE:
A shareholder may pledge all (but not
some) its shares. Any other security
permitted under Sharjah law (in the
case of an FZCO) and UAE law (in the
case of an FZE) may also be given.
The pledge must be notarised and
registered with SAIFZA within 15 days
(in the case of a FZCO) and 7 days (in
the case of an FZE) of execution and
recorded in the register of the relevant
FZE/FZCO.
FZCO/FZE:
A shareholder may pledge some or all
of its shares.
The pledge must be notarised and
registered with AFZA and recorded in
the register of the relevant FZE/FZCO.
16 Overview of selected UAE free zones
Ras Al Khaimah Free Trade
Zone (RAKFTZ)
Hamriyah Free Zone (HFZ) Sharjah Airport International Free
Zone (SAIFZ)
Ajman Free Zone (AFZ)
Directors/
Secretary
FZCO/FZE/Branch: At least 1
director, a manager and a
company secretary
Intl Co: At least 1 director and a
company secretary
NB: The offices of manager,
director and company secretary
may be held jointly by a single
person.
FZCO/FZE: At least 2 directors and a
company secretary
NB: The offices of director and
company secretary may be held jointly
by a single person.
FZCO: At least 2 directors, maximum of
5 and a manager
FZE: At least 1 director, a manager and
a company secretary
NB: The offices of manager, director
and company secretary may be held
jointly by a single person.
FZCO/FZE: At least 1 director
Mandatory
residence of
directors in
relevant
emirate?
FZCO/FZE: At least 1 director,
manager or company secretary
must be resident in RAK
Intl Co: None specified.
FZCO/FZE: At least 1 director and the
company secretary must be resident in
Sharjah.
Manager must be resident in the UAE None specified
Allocation of
residence visas
according to
size of leased
premises12
This information is usually made
available when making
enquiries (in person) about
leasing premises.
As a general rule, the number of
visas will depend on the size of
the premises leased and the
operations conducted by the
relevant entity.
This information is usually made
available when making enquiries (in
person) about leasing premises.
As a general rule, the number of visas
will depend on the size of the premises
leased and the operations conducted by
the relevant entity.
This information is usually made
available when making enquiries (in
person) about leasing premises.
As a general rule, the number of visas
will depend on the size of the premises
leased and the operations conducted by
the relevant entity.
This information is usually made
available when making enquiries (in
person) about leasing premises.
As a general rule, the number of visas
will depend on the size of the premises
leased and the operations conducted by
the relevant entity.
12
This information is subject to change so should always be confirmed when making enquires about specific leasing requirements.
Overview of selected UAE free zones 17
Section C: Abu Dhabi
Abu Dhabi Airports Free Zone (ADAFZ) Twofour54 Masdar City Free Zone
Types of legal
available entity
Free Zone Limited Liability Company
(FZ-LLC)
Branch of a foreign or UAE company
Free Zone Limited Liability Company (FZ-LLC)
Branch of a foreign or UAE company
Free Zone Limited Liability Company (FZ-LLC)
Branch of a foreign or UAE company
Licensing
authority
Abu Dhabi Airports Company (ADAC) Abu Dhabi Media Zone Authority (ADMZA) Abu Dhabi Future Energy Company (ADFEC)
Types of
available licence
(licences are
generally
renewable
annually)
FZ-LLC/Branch:
Commercial licence (segments include
amongst others, aerospace, airport
services, aircraft interiors, logistics,
transportation and maintenance, repairs
and operations)
Service licence
Consultancy licence
Regional headquarters
FZ-LLC/Branch:
Business licence
Dissemination license (required where the entity
intends to publish, print, broadcast or conduct
any other publishing, broadcasting or
communication activity specified by the ADMZA
from time to time)
FZ-LLC/Branch:
Renewable Energy licence
Clean Tech & ICT licence
Marketing and Events licence
Human Resource Development licence
General licence (including services, consultancy
and regional headquarters)
18 Overview of selected UAE free zones
Abu Dhabi Airports Free Zone (ADAFZ) Twofour54 Masdar City Free Zone
Fees (not
including
leases)13
Initial registration fee:
FZ-LLC: AED7,500
Branch: AED5,000
Annual licence fees:
Commercial: Varies depending on
activities conducted and number of
segments required but ranges from
AED15,000 to AED30,000
Service licence: AED15,000
Consultancy licence: AED15,000
Regional Headquarters: AED25,000
Initial registration fee: AED2,500
Annual license fee:
Business: AED10,000
Initial registration fee: AED5,000
Annual licence fees:
Renewable energy licence: Varies depending on
activities conducted and number of segments
required but fees start at AED20,000
Clean tech & ICT: Varies depending on activities
conducted and number of segments required but
fees start at AED20,000
Marketing and events: Varies depending on
activities conducted and number of segments
required but fees start at AED20,000
Human resource development: Varies depending
on activities conducted and number of segments
required but fees start at AED20,000
General: AED10,000
100% foreign
ownership
allowed?
Yes Yes Yes
Minimum share
capital
FZ-LLC: AED150,000 FZ-LLC: No minimum share capital and share capital
can be in any currency
FZ-LLC: AED150,000
Requirement to
lease premises
in Free Zone?
Yes Yes Yes
Number of
shareholders
FZ-LLC: At least 1 shareholder FZ-LLC: At least 1 shareholder FZ-LLC: At least 1 shareholder
Share transfer
requirements
Share transfers are subject to the approval of
ADAC
Share transfers are subject to the approval of ADMZA Share transfers must be notified to the ADFEC.
13
Fees are subject to change from time to time so should be checked with the relevant Free Zone Authority from time to time.
Overview of selected UAE free zones 19
Abu Dhabi Airports Free Zone (ADAFZ) Twofour54 Masdar City Free Zone
Multiple classes
of shares
permitted?
Yes Yes Yes
Requirement to
produce annual
audited
accounts?
Yes Yes Yes
Security over
shares
permitted?
FZ-LLC:
A shareholder may pledge some or all of its
shares.
The pledge must be notarised and registered
with ADAC within 14 days of execution and
recorded in the register of the relevant
FZ-LLC.
FZ-LLC:
A shareholder may pledge some or all of its shares.
The pledge must be recorded in the register of the
relevant FZ-LLC. We would recommend that the
pledge be notarised and registered with ADMZA.
FZ-LLC:
A shareholder may pledge some or all of its shares.
The pledge must be notarised and registered with
ADFEC within 14 days of execution and recorded in the
register of the relevant FZ-LLC.
Directors/
Secretary
At least 2 directors and a company secretary.
NB: The offices of director and company
secretary may be held jointly by a single
person
At least 2 directors, a company secretary and a
general manager.
NB: The offices of manager, director and company
secretary may be held jointly by a single person.
At least 2 directors and a company secretary.
Mandatory
residence of
directors in
relevant
emirate?
None specified None specified None specified
20 Overview of selected UAE free zones
Abu Dhabi Airports Free Zone (ADAFZ) Twofour54 Masdar City Free Zone
Allocation of
residence visas
according to
size of leased
premises14
This information is usually made available
when making enquiries (in person) about
leasing premises.
As a general rule, the number of visas will
depend on the size of the premises leased
and the operations conducted by the relevant
entity.
This information is usually made available when
making enquiries (in person) about leasing premises.
There is no specific limit on the number of visas that
can be applied for.
This information is usually made available when making
enquiries (in person) about leasing premises.
As a general rule, the number of visas will depend on
the size of the premises leased and the operations
conducted by the relevant entity.
Abu Dhabi Global Market
The Abu Dhabi Global Market (ADGM) is the latest free zone to be established in the Emirate of Abu Dhabi. It is the Emirate's first financial free zone bringing the total number of free
zones in Abu Dhabi to five.*
The legislative framework establishing the ADGM and implemented at the Federal, Emirate and Cabinet levels has only recently been completed w ith the issuance of Abu Dhabi Law
No. (4) of 2013. This Law provides detail in relation to the governance of the ADGM as well as i ts legislative and regulatory framework. The ADGM is yet to publish its suite of rules
and regulations governing the permitted activities within the free zone.
The ADGM aims to bridge the perceived regional gap in the trading of global securities and the provision of financial services, with an emphasis on the trading, storage and transport
of commodities, derivatives trading, custody and settlement, clearing and depository services, retail financial services and market-making. These represent only a handful of some of
the many financial services that the free zone will aim to promote in addition to establishing a creditor friendly regime with respect to netting and financial collateral.
The ADGM will permit 100% foreign ownership and will not impose any income tax on revenues generated within the free zone nor custom duties on any goods imported into, or
exported from, the free zone.
*The fifth free zone that we have not included for the purposes of this overview is Khalifa Industrial Free Zone Abu Dhabi.
14
This information is subject to change so should always be confirmed when making enquires about specific leasing requirements.
Overview of selected UAE free zones 21
Section D: List of UAE Free Zones15
Dubai Abu Dhabi Northern Emirates
Dubai Academic City Dubai Logistics City Abu Dhabi Airport Free Zone Ahmed Bin Rashed Free Zone (U.A.Q.)
Dubai Airport Free Zone Dubai Maritime City Abu Dhabi Global Market Ajman Free Zone
Dubai Auto Parts City Dubai Media City Abu Dhabi Ports Company Fujairah Free Zone
Dubai Auto Zone Dubai Multi-Commodities Centre Industrial City of Abu Dhabi HCSEZ Hamriyah Free Zone
Dubai Biotechnology & Research Park Dubai Outsource Zone Masdar City Free Zone Ras Al Khaimah Free Trade Zone
Dubai Building Materials Zone Dubai Silicon Oasis TwoFour54 Sharjah Airport International Free Zone
Dubai Carpet FZ Dubai Studio City
Dubai Cars & Automotive Zone Dubai Textile City
Dubai Design Centre Heavy Equipment & Trucks Zone
Dubai Energy City International Humanitarian City
Dubai Flower Centre International Media Production Zone
Dubai Gold and Diamond Park Jebel Ali Free Zone
Dubai Healthcare City
Dubai International Financial Centre
Dubai Internet City
Dubai Knowledge Village
15
This list has largely been derived from the Federation of UAE Chambers of Commerce & Industry: http://www.fcciuae.ae/en/freetrade-en.php (which lists 37 free zones) and does
not purport to be comprehensive.
22 Overview of selected UAE free zones
Contacts
If you would like further information on UAE Free Zones, please contact either James McCarthy or Anna Rimmington or your usual Clifford Chance contact.
James McCarthy
Partner, Corporate T: +971 4 362 0628 james.mccarthy@cliffordchance.com
Anna Rimmington
Senior Lawyer T: +971 4 362 0721 anna.rimmington@cliffordchance.com
Overview of selected UAE free zones 23
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107182-4-351-v3.22 ME-8180-CorASTr
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© Clifford Chance 2014
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