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How to Open a Branch Office in Dubai?

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How to Open a Branch Office in Dubai?

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Regulatory Framework for Opening a Branch Office in Dubai

The setup of a branch office in Dubai is governed by specific laws and authorities. Understanding this framework is the first step toward a successful business formation in the UAE.

The primary law is the UAE Federal Law No. 32 of 2021 on Commercial Companies. This law outlines the rules for foreign companies operating in the UAE.

Several authorities oversee the licensing process:

  • Ministry of Economy (MoE): This federal body provides the initial approval for any foreign company to open a branch in the UAE.
  • Department of Economy and Tourism (DET): For a branch on the Dubai mainland, the DET is the local authority that issues the trade license.
  • Free Zone Authorities: If the branch is located in one of Dubai’s many free zones, that specific free zone’s authority will handle the licensing.

For mainland branches, there is a unique requirement: the appointment of a UAE National Service Agent (NSA). An NSA is a UAE national or a company wholly owned by UAE nationals. The NSA handles administrative and government-related tasks but holds no equity, liability, or management control over the branch.

What is the Process to Register a Branch Office in Dubai?

The process of setting up a branch office in the UAE involves several key stages. It requires obtaining approvals from multiple UAE authorities and meeting strict documentation and translation standards to ensure compliance.    

A. Pre-Approval & Documentation

The first phase involves preparing the necessary legal documents from the parent company. These documents must be legally translated into Arabic and attested by the UAE Embassy in the parent company’s home country and the Ministry of Foreign Affairs in the UAE.

Key documents include:

  • A board resolution from the parent company approving the opening of the branch.
  • Legally attested copies of the parent company’s Certificate of Incorporation, Memorandum, and Articles of Association.
  • A Power of Attorney in favor of the branch’s appointed General Manager.

B. Ministry of Economy Approval

With the attested documents ready, the next step is to apply to the Ministry of Economy. This is a crucial step in the journey to register a branch office in the UAE. The application is for the registration of a foreign company. For mainland business setups, this is also the stage where the National Service Agent agreement is submitted. Once the MoE reviews the application and finds everything in order, it issues an initial approval certificate.

C. Local Licensing

After receiving MoE approval, the process moves to the local licensing authority (either the DET for the mainland or a free zone authority).

  • Trade Name Reservation: A suitable trade name for the branch must be reserved.
  • Office Lease: The branch must have a physical office address. A valid tenancy contract and Ejari registration are required.
  • License Issuance: All documents, including the MoE approval and office lease, are submitted to the DET or free zone authority to issue the final commercial license.

D. Visa & Immigration Setup

Once the license is issued, the final stage is to set up the company’s immigration and labor files. This allows the branch to hire staff and process visas.

Setting up a branch office involves multiple stages, but with expert guidance, it can be completed efficiently. Contact us to ensure a smooth and compliant registration process for your branch office in Dubai.

Costs to Open a Branch Office in Dubai

The cost of opening a branch office varies depending on whether it is on the mainland or in a free zone. For example, DIFC and ADGM branches have higher setup costs due to financial regulations. The following table provides an estimated breakdown of the main expenses.

Cost Component Free Zone (AED) Mainland (AED)
Trade Name Reservation 200 – 1,000 600 – 1,000
License Issuance Fee 5,000 – 30,000 10,000 – 15,000
Registration / MOA 5,000 – 15,000 1,500 – 2,000
Office Space (Flexi-Virtual) 3,000 – 10,000 Not Always an Option
Office Space (Private) 15,000 – 100,000 30,000+
Visa Cost (Per Person) 3,000 – 7,000 3,500 – 6,000
Bank Account & PRO Services 2,000 – 7,000 3,000 – 7,000

Note: These figures are estimates and can vary based on the specific free zone, office size, and business activity.

Compliance & Ongoing Obligations for a Branch Office in Dubai

Operating a branch office in Dubai entails ongoing responsibilities to maintain legal compliance and ensure smooth business operations. These obligations include several key regulatory and administrative tasks that the branch must follow consistently:

  • Annual License Renewal: The commercial license must be renewed every year with the relevant authority. This also involves renewing the office lease agreement.
  • Financial Reporting: Some authorities may require the branch to submit audited financial statements annually.
  • NSA Contract Renewal: Mainland branches must renew the National Service Agent agreement annually.
  • VAT Registration: If the branch’s annual revenue exceeds the mandatory threshold of AED 375,000, it must register for Value Added Tax (VAT) with the Federal Tax Authority.

Free Zone vs Mainland Branch Office

Choosing between a mainland and a free zone location is a critical decision. Each has distinct advantages. This table highlights the key differences for those considering opening a branch office in the UAE.

Criteria Mainland Branch Office Free Zone Branch Office
Licensing Authority DET + MoE Respective Free Zone Authority
NSA Requirement Yes No
Market Access Full access to the entire UAE market Limited to its free zone and international markets
Cost Structure Generally higher due to NSA & MoE fees Often lower with a more streamlined setup

What Are Common Challenges in Opening a Branch Office in Dubai, and How to Avoid Them?

The setup process can present some challenges. Being aware of them can help ensure a smoother experience.

  • Delays in Document Attestation: The process of legalizing parent company documents can be time-consuming. 

Solution: Start this process early and work with a reputable legal services provider.

  • Misunderstanding NSA Roles: Some companies misunderstand the role of a National Service Agent. 

Solution: Understand that the NSA is for administrative purposes only and has no ownership or liability. Draft a clear contract.

  • Choosing the Wrong Jurisdiction: Selecting between the mainland and a free zone without proper research can be costly. 

Solution: Analyze your business model. If you need to trade directly within the UAE, the mainland is necessary.

  • Overlooking Compliance Timelines: Missing renewal deadlines can lead to fines. 

Solution: Keep a calendar of all important dates for license, visa, and contract renewals.

Summary

Opening a branch office in Dubai is an excellent way for a foreign company to establish a presence and tap into the region’s vast market potential. Whether on the mainland or in a free zone, the process remains well-defined. By understanding the legal framework, following the step-by-step process, and being aware of ongoing compliance duties, businesses can successfully expand their operations. The key is careful planning and choosing the right structure that aligns with the parent company’s strategic goals.

Frequently Asked Questions


Q-1: Can a branch office in Dubai make a profit?

Yes, a branch office can conduct business and generate profits. These profits are attributed to the foreign parent company. While it operates as an extension of the parent, it is fully permitted to engage in profit-making activities as per its license. The parent company is responsible for all liabilities and commitments of its branch in the UAE.

Q-2: Is a UAE national partner required to open a branch office?

No, a local partner or sponsor with equity is not required. A branch office is 100% owned by the foreign parent company. However, for a mainland branch, a National Service Agent (NSA) is mandatory. The NSA is a UAE national who assists with administrative tasks but has no ownership rights or financial stake in the business.

Q-3: How is a branch office different from a representative office?

A branch office can conduct business, perform services, and earn revenue similar to its parent company. In contrast, a representative office is strictly limited to promoting and marketing the parent company's products and services. It cannot engage in commercial transactions or generate any revenue directly within the UAE, acting only as a marketing and administrative center.

Q-4: Does a branch office have to pay taxes in the UAE?

Yes, a branch office is subject to the UAE's corporate tax law. It must register for corporate tax and will be taxed at a rate of 9% on its taxable income that exceeds AED 375,000. It is crucial to maintain proper accounting records and file annual tax returns with the Federal Tax Authority to remain compliant.

Q-5: What is the minimum share capital needed to open a branch office?

There is no minimum share capital requirement to open a branch office in Dubai. Since the branch is legally an extension of the parent company, it is the parent that bears all financial responsibility and liability. This removes the need for the branch to have its own separate share capital, simplifying the financial aspects of the setup.

Q-6: Can a branch office sponsor employee visas?

Yes, once a branch office is licensed and has its establishment card, it can apply for an employee quota and sponsor residency visas for its staff. This includes the General Manager and any other employees required to run the office. The number of visas depends on the office size and the regulations of the relevant licensing authority.

Q-7: How long does it take to open a branch office in Dubai?

The entire process to set up a branch office in the UAE can take anywhere from 4 to 8 weeks. This timeline depends heavily on how quickly the parent company can get its documents attested in its home country. The stages in the UAE, including Ministry of Economy and DET approvals, are generally efficient once all the correct documents are submitted.

Q-8: Can a free zone branch office do business on the mainland?

A free zone branch office is licensed to operate within its specific free zone and internationally. To do business directly on the UAE mainland, it would typically need to partner with a mainland distributor or agent. It cannot directly invoice mainland clients or provide services outside the free zone without following specific regulations.

Q-9: What happens if the National Service Agent agreement is terminated?

For a mainland branch, the NSA agreement is a mandatory legal requirement. If the agreement is terminated, the branch must appoint a new NSA immediately to maintain its license. A failure to do so can result in the suspension of the branch’s license by the Department of Economy and Tourism, halting all business operations until a new agent is appointed.

Q-10: Do I need a physical office to register a branch?

Yes, a physical office address is a mandatory requirement to register a branch office in Dubai, for both mainland and most free zone setups. The tenancy contract (Ejari) for the office space is a key document needed to obtain the commercial license. This ensures the branch has a tangible presence in the UAE and a registered address for official correspondence.

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Joel Dsouza

About the Author

Joel Dsouza

Joel Dsouza is a Chartered Accountant and compliance specialist with extensive experience advising over 1,000 startups and SMEs on company registration, tax structuring, and regulatory compliance. As a member of ICAI and Co-Founder of Safe Ledger, Joel combines his deep financial expertise with a global perspective to help entrepreneurs navigate complex business environments. Focused on the UAE market, he is dedicated to empowering international and local business owners with clear, practical guidance on company setup, tax optimization, and ongoing compliance making him a trusted advisor for businesses aiming to succeed in the dynamic UAE economy.

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