How to Obtain a Certificate of Incorporation in the UAE

If you decide to open a company in Dubai, the first thing you need to do is to officially register your business and receive a certificate of incorporation. This is your ticket to the world of business in the UAE. In this article we explain how to get this essential document, what documentation you need to gather and submit, what benefits it provides and how to avoid mistakes during the process.

What is a certificate of incorporation in the UAE?

It is an official document issued by the government that formally registers your company as a legal entity. This certificate serves as proof that your business is officially recognized and authorized to operate in the region. This certificate serves as proof that your business setup is officially recognized and authorized to operate in the region. It contains vital details:

• your company's name
• registration number
• legal structure
• date of incorporation

Importance for businesses operating in the UAE

The certificate of incorporation is critical for businesses as it grants them the legal right to operate in the UAE. Without this certificate, a company cannot engage in trade, sign contracts, or open bank accounts. It also provides credibility and legitimacy to the business, ensuring compliance with the country's regulations.

In some free zones this is considered a business license as not all jurisdictions provide COI.

Legal framework behind certificates of incorporation

Incorporation in the UAE is regulated by various laws depending on whether it is done in the mainland, in a free zone, or offshore. Each jurisdiction has specific regulatory bodies, such as the Department of Economy & Tourism (DET) or local Departments of Economic Development (DED) using portals like "Invest in Dubai" or "TAMM" for mainland companies and free zone authorities for businesses established in those areas. The UAE Ministry of Economy serves as the primary source for general legal requirements for all business entities.

Obtaining a certificate of incorporation: a simple guide

Required documentation and initial steps

The incorporation process begins with gathering the necessary documents, such as:

• An application form  
• Copies of passports from shareholders and directors
• Ultimate Beneficial Owner (UBO) declaration
• Enhanced KYC package, including proof of address (e.g., utility bills), professional CVs, and bank statements
• A business plan (in certain jurisdictions)
• Initial trade name approval  

For companies in regulated sectors, additional approvals may be required from authorities such as the Central Bank, SCA, or KHDA.

These documents are submitted to the relevant authorities based on the chosen jurisdiction, where they undergo a formal review before the business setup.

Choosing jurisdiction

• Mainland companies can operate across the UAE and are eligible for government contracts.
• Free zone companies enjoy 100% foreign ownership but are restricted to doing business within the free zone or internationally.

However, in 2024–2025, free zone companies can actively engage with the mainland market through local distributors or agents, B2B contracts with mainland entities, or e-commerce models, provided they adhere to customs and tax regulations. Direct B2C operations on the mainland without the appropriate license/structure may still constitute a violation.

The right choice depends on your business objectives and target market.

Navigating legal procedures and government requirements

Each jurisdiction has its own set of legal procedures. In mainland jurisdictions, businesses must work with the DET/DED, which oversees registration and licensing. Free zones, on the other hand, offer simplified processes but require companies to meet specific business activity requirements. It is critical to comply with government regulations at every step.

Timeframe and associated costs

The timeline for obtaining the certificate depends on the jurisdiction, the complexity of the business, business activity, security approval and also how quickly your free zone of choice is able to process applications. Typically, incorporation takes between 1 day to 3 weeks.

For 2026, free zone packages typically start from approximately AED 8,000–10,000, while mainland companies often incur higher fees due to governmental approvals and office requirements. Fees are indicative and subject to annual changes. It is highly recommended to confirm current tariffs on the official websites of the relevant free zone authorities or DED.

Key benefits of a certificate of incorporation

Legal identity and brand protection

Obtaining a certificate of incorporation provides your business with a legal identity, ensuring that it is officially recognized by the government. This also protects your brand name from being used by other entities, which is particularly important in competitive markets like Dubai.

Access to banking and credit facilities

With a certificate of incorporation, your business becomes eligible to open corporate bank accounts, access credit facilities, and apply for financing. Most banks in the United Arab Emirates require this certificate as a prerequisite to opening a business account.

Eligibility for government contracts and tenders

Incorporated businesses, especially those operating in the mainland, are eligible to bid for government contracts and participate in tenders. This opens up a significant avenue for growth, as the UAE government offers numerous contracts in sectors like construction, healthcare, and technology.

Facilitation of international trade and expansion

The certificate of incorporation also facilitates international trade. Businesses in free zones can take advantage of the UAE's strategic location and its strong trade links with Asia, Europe, and Africa. Moreover, many free zones offer import/export facilities that help streamline global business operations.

Detailed breakdown of the certificate of incorporation process

Key components of the certificate

• The certificate of incorporation includes key details such as:
• The official business name
• Date of incorporation
• The legal form of the business (e.g., LLC, branch, FZE)
• Registration number and jurisdiction
• Names of the general manager

These details are critical for establishing the legal presence of your business in the UAE.

Steps to obtain the certificate

1. Choose your business activity: Your business must align with the approved activities listed by the relevant jurisdiction.
2. Select a trade name: Get approval for your trade name from the respective authority.
3. Submit documentation: File the required documents, including UBO and KYC details.
4. Obtain initial approvals: Receive preliminary approvals from government authorities.
5. Complete the incorporation process: Once approvals are secured, the certificate of incorporation is issued.
6. Register for Corporate Tax: Under Federal Decree-Law No. 47/2022, most companies must register with the Federal Tax Authority (FTA). For companies incorporated after March 1, 2024, registration is mandatory within 3 months of incorporation.

Common compliance issues and pitfalls to avoid

In 2025, critical compliance risks include:

• Failure to register for Corporate Tax or VAT (if thresholds are met) within the prescribed deadlines, leading to significant fines.
• Non-compliance with Economic Substance Regulations (ESR) and UBO filing requirements.
• Operating outside the authorized geographical area or business activities specified in the license

Amendments and renewal procedures

The certificate of incorporation is not static. If your business undergoes structural changes, such as adding new shareholders or changing business activities, amendments must be filed with the relevant authorities. Renewal procedures depend on the type of license and jurisdiction, typically requiring annual renewals with fees.

The importance of a certificate of incorporation in UAE for business success

A UAE Certificate of Incorporation is the document that proves your company legally exists and is registered with the relevant authority (mainland or free zone). In practice, it’s one of the first documents banks, payment providers, suppliers, and regulators ask for: you typically need it to open a corporate bank account, activate merchant acquiring, sign office/warehouse leases, and execute contracts in the company’s name. It’s also commonly required for KYC and compliance checks, adding new shareholders or directors, obtaining certain permits, and working with large corporate or government counterparties that must verify your legal status. Simply put, the certificate is your company’s “proof of life” in the UAE—without it, many operational steps (banking, contracting, and onboarding with partners) won’t move forward.