Set up a mainland LLC with a memorandum that works on day one and a compliance calendar that keeps it in good standing. PROXPAT handles the licensing file, partner documents and the annual obligations.
Page last updated: . Requirements, government fees and processing times are set by the relevant UAE authority and can change.
LLC Company Formation in the UAE
The limited liability company is the most common mainland company form in the UAE. Its rules come from Federal Decree-Law No. 32 of 2021 on Commercial Companies, which sets out who can own an LLC, how capital is handled, how managers and partners make decisions, and what the company must do every year.
This page follows the Decree-Law's LLC provisions, Articles 71 to 104, and its incorporation procedure. Each emirate's licensing authority adds its own application steps, which we cover on the Dubai mainland, Abu Dhabi and Sharjah pages.
Please note: this is a summary of the law, not legal advice. The memorandum of association can add rules within the limits the Decree-Law allows.
What a UAE LLC Is
| Topic | Rule |
|---|---|
| Partners | At least two and no more than 50; each is liable only up to their capital contribution (Article 71) |
| One-person LLC | A single natural or legal person may own an LLC and is liable only up to the capital in the memorandum (Article 71) |
| Name | Derived from its objective or a partner's name, followed by "Limited Liability Company" or "LLC"; a one-person company adds "Limited Liability One Person Company (OPC)" (Article 72) |
| Wrong name | Managers who break the naming rule become jointly liable in their own property for the company's obligations |
| Memorandum | Must include how disputes between the company, managers and partners will be settled (Article 73) |
How Incorporation Works Under the Law
An LLC is incorporated under the same procedure as a general partnership (Articles 42 and 43):
Step 1: Submit the incorporation application and supporting documents to the emirate's licensing authority.
Step 2: The authority may ask for more information or for amendments to the memorandum.
Step 3: The authority decides within five business days of a complete application; a rejection must give reasons.
Step 4: If rejected or undecided, file a grievance within 15 business days, and appeal to court within 30 business days if it fails.
Step 5: On approval, the company is entered in the commercial register and receives its licence.
Step 6: Within five business days of the licence, send a copy of the licence and memorandum to the Registrar.
Capital Rules
- Sufficient capital. Capital must be enough to achieve the company's objects, divided into stakes of equal value. The Cabinet may set a minimum (Article 76).
- Fully paid. Cash and in-kind contributions must be fully paid at incorporation.
- Bank deposit. Cash contributions go into a bank operating in the UAE, which releases them only to the managers once the company is registered.
- Share classes. The memorandum may create classes with different value, voting, redemption or profit and liquidation priority, recorded in the commercial register.
- In-kind contributions. These are valued by one or more valuers at the contributor's cost, or agreed by the partners with the authority's approval (Article 78).
Partners, Registers and Share Transfers
| Article | Rule |
|---|---|
| Article 74 | The company keeps a partners register at its head office, and each January sends its details and any changes to the licensing authority and the Registrar |
| Article 75 | If partners exceed 50, managers notify the authority within 30 days, and the company has 3 months (extendable by 3) to fix it or it is treated as terminated |
| Article 79 | Stakes can be assigned or pledged by a formal attested instrument, effective only once recorded in the commercial register |
| Article 80 | Before selling to an outsider, the partner notifies the others through the manager; any partner can buy the stake within 30 days of being told the price |
Managers and Governance
- One or more managers, chosen from the partners or outside, appointed in the memorandum, a separate contract or by the general assembly; a board of directors is possible (Article 83).
- Managers are liable for fraud, misuse of powers, breaches of law or the memorandum, and gross errors (Article 84).
- A resignation is decided by the general assembly within 30 days, and an expired manager term must be reported within 30 days (Article 85).
- A manager may not run a competing business without the general assembly's consent (Article 86).
- Managers prepare the balance sheet, profit and loss account and annual report within three months of the financial year end (Article 87).
- With more than 15 partners, a supervisory board of at least three partners is required, for a three-year term (Article 88).
General Assembly Rules
| Topic | Rule |
|---|---|
| Annual meeting | At least once a year, within four months after the financial year end (Article 92) |
| Calling a meeting | Partners holding at least 10% of capital can require one |
| Notice | At least 21 days before the meeting; attendance and voting by remote technology is allowed (Article 93) |
| Quorum | Partners holding at least 50% of capital, unless the memorandum sets more; a second meeting 5 to 15 days later is valid with any attendance (Article 96) |
| Resolutions | Majority of shares represented, unless the memorandum requires more |
| Amending the memorandum or capital | At least three quarters of the shares represented; partners' financial obligations can only increase unanimously (Article 101) |
Annual Obligations Checklist
| Obligation | Source |
|---|---|
| Prepare accounts and the annual report within 3 months of year end | Article 87 |
| Hold the annual general assembly within 4 months of year end | Article 92 |
| Appoint one or more auditors each year | Article 102 |
| Set aside 5% of net profits as a statutory reserve until it reaches 50% of capital | Article 103 |
| Send partners register details to the authority and Registrar each January | Article 74 |
| File the corporate tax return within 9 months of year end | Federal Decree-Law No. 47 of 2022 |
New companies must also register for corporate tax within three months of incorporation. See corporate tax registration and VAT registration.
LLC Compared With Other Structures
| Form | Owners and liability | Guide |
|---|---|---|
| Limited liability company | 1 to 50 partners; liability limited to capital | This page |
| General partnership | Two or more natural persons, jointly and severally liable with all their property (Article 39) | Company types |
| Holding company | A joint stock company or LLC that controls subsidiaries (Article 268) | Holding company |
| Branch of a foreign company | No new company; the foreign parent operates through a licensed branch | Foreign company branch |
| Free zone company | Formed under the zone's own rules, for example an FZCO with AED 1 minimum capital in DIEZ zones | Free zone formation |
How PROXPAT Helps
Structure choice and memorandum planning
Partner and manager documents
Licensing authority application
Capital deposit and bank letter coordination
Share transfers and memorandum amendments
Annual register filing reminders
Corporate tax and VAT registration coordination
Visas for partners and staff
We work alongside your legal adviser on the memorandum and your auditor on the accounts.
Frequently Asked Questions
Choose the right structure.
Explore connected PROXPAT services that support the same client journey.
The licence is the start of the government work, not the end of it
Once the trade licence is issued, the sequence that actually lets you operate begins: the establishment card, the MOHRE and immigration files, your employee quota, then employee visas and work permits. After that it repeats every year — renewals, cancellations when people leave, and licence renewal and amendments.
Companies that would rather not build that function in-house put it on a monthly PRO retainer from AED 700, or use it per transaction. Government fees stay separate and itemised either way.
The first six months after incorporation
- Establishment card issued through immigration
- MOHRE file opened and e-signature completed
- Employee quota checked before hiring
- Offer letters, work permits and entry permits
- Medical, Emirates ID and visa stamping
- Corporate tax and VAT registration where they apply
More in Structures and Costs
Form Your UAE Mainland LLC
PROXPAT plans the structure and memorandum points, prepares the licensing file and partner documents, and keeps the annual obligations on schedule.