Choosing the Right Business Jurisdiction in the UAE: Mainland, Free Zone, offshore

When you decide for business setup in the UAE, one of the first big choices is which jurisdiction and legal structure to use. Mainland, Free Zone, and Offshore, each have their own benefits, costs, and limitations, and the decision also shapes everything from ownership rights to taxation, compliance, and how freely you can operate.

The right jurisdiction depends on what you plan to do, where you want to operate, ownership preferences, tax exposure, business activity, and more. This post helps you understand your options, recent legal changes, and what to watch out for in practice that will help you choose the structure that supports your long-term strategy. 

1. Mainland Companies

Mainland, or onshore, companies are licensed by the Department of Economic Development (DED) in each emirate. They can operate freely across the UAE and work directly with clients and government entities.

– Key advantages:

• Freedom to do business anywhere within the UAE. 

• Ability to bid for government contracts. 

• Access to both local and international markets. 

• No restrictions on the number of visas (subject to office space).

Ownership and regulation:

Since the 2021 amendment to the UAE Commercial Companies Law, most business activities now allow 100% foreign ownership. Only certain strategic sectors, such as defense, telecom, and energy, require Emirati participation or special approval. This reform has opened the mainland for global investors, especially in trading, manufacturing, and professional services. 

Considerations:

• Mainland businesses must lease physical office space. 

• They are subject to corporate tax, VAT, and audit requirements. 

• Annual compliance and Emiratization regulations may apply depending on company size and industry. 

Mainland setups are best for companies planning to engage directly with the UAE market or secure government and large local contracts. 

2. Free Zone Companies

The UAE currently has over 46 Free Zones spread across its seven emirates. Each Free Zone operates as an independent jurisdiction with its own regulatory authority, making setup simpler and often faster than the mainland.

Key advantages:

• 100% foreign ownership from the outset. 

• Full repatriation of capital and profits. 

• Simplified incorporation and licensing process. 

• Often sector-specific environments (e.g., Dubai Internet City for tech, DMCC for commodities). 

• No customs duties on imports and exports within the Free Zone. 

• Option for virtual or flexi-desk offices to reduce costs. 

Ideal for:

• Export-oriented businesses. 

• E-commerce, logistics, or international trading companies. 

• Digital and professional service providers. 

• Businesses testing the market before expanding to mainland operations. 

UAE freezones offer a balance between flexibility and control, especially for foreign investors seeking low overhead and minimal bureaucracy.

3. Offshore Companies

Offshore entities are designed primarily for asset protection, wealth management, and international structuring rather than local business operations. They are not allowed to conduct commercial activity within the UAE and cannot apply for residence visas.

Key advantages:

• 100% foreign ownership. 

• No requirement for physical office or local employees. 

• No corporate or income tax. 

• High level of confidentiality for shareholders and directors. 

• Suitable for holding companies, IP management, real estate ownership, or succession planning. 

Limitations:

Offshore companies cannot trade within the UAE or lease physical space. Banking can be more complex due to enhanced KYC procedures. They are also ineligible for UAE residence visas.

Ideal for:

Investors and family offices seeking tax efficiency, privacy, and international asset protection.

4. Common Legal Structures

Depending on your business goals and ownership requirements, you can register under several legal forms. 

• Limited Liability Company (LLC): The most common structure for mainland operations, suitable for commercial and industrial activities.

• Free Zone Establishment (FZE) / Free Zone Company (FZC): For single or multiple shareholders, operating within Free Zone jurisdictions. 

• Branch or Representative Office: For foreign companies seeking a UAE presence without creating a new entity. 

• Sole Proprietorship / Civil Company: Typically for professional service providers such as consultants or engineers. 

• Private or Public Joint Stock Company: Designed for larger enterprises or those planning to raise capital publicly. 

Each structure has different requirements for capital, governance, and compliance, so professional advice is crucial before finalizing your choice. 

5. Key Considerations Before You Decide

When determining the right jurisdiction and structure, consider the following: 

1. Nature of Business:
   Do you plan to trade within the UAE, export, or hold assets? 

2. Ownership Preference:Do you require 100% foreign ownership or are you open to a local partnership?

3. Regulatory Obligations:Review requirements around accounting, audits, visas, and labor law. 

4. Tax Exposure:
   Evaluate corporate tax (applicable on mainland and certain Free Zones), VAT, and whether your structure qualifies for exemptions. 

5. Cost of Setup and Maintenance:
   Consider license fees, office space, visa quotas, and renewal expenses. 

6. The Setup Process in Brief

Once you’ve identified your business activity and jurisdiction, the setup process generally involves the following steps:

1. Choosing your trade name and business activity. 

2. Selecting a legal structure and jurisdiction (Mainland, Free Zone, or Offshore). 

3. Preparing incorporation documents (passport copies, Memorandum of Association, tenancy contract). 

4. Obtaining initial approvals from the relevant authority. 

5. Paying setup and licensing fees. 

6. Opening a corporate bank account and completing post-incorporation compliance such as VAT registration or visas. 

7. Which Structure Is Right for You?

• Mainland: Ideal for companies targeting the UAE domestic market, retail, contracting, or government projects.

• Free Zone: Best for exporters, tech startups, and international service providers seeking operational flexibility. 

• Offshore: Suitable for holding entities, wealth management, and global asset protection. 

Ultimately, the best option depends on your goals, whether it’s market access, tax efficiency, or long-term scalability.

So, which is the right jurisdiction for you?

The UAE’s business landscape is evolving rapidly. With liberalized ownership rules, new tax frameworks, and over 40 specialized Free Zones, the country offers investors a diverse range of entry points.

But each choice, whether it’s UAE mainland setup, freezone, or offshore, comes with its own compliance responsibilities and strategic implications. A carefully chosen structure not only defines your operational freedom but also shapes your future expansion, financing options, and tax positioning.