Companies established in the UAE
The Decree-Law applies to commercial companies established in the State and to foreign companies that establish a head office, branch or representative office in the UAE.
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Vantablack Support / UAE Company Law
Commercial Companies Law, translated into business decisions.
A practical guide to Federal Decree-Law No. 32 of 2021, focused on the parts most relevant to founders, shareholders, managers, foreign companies and growing UAE businesses.
Company formsLLCMOA & governanceForeign branches
UAE
COMPANY
LAW
FormationOwnershipManagementAccountsForeign BranchesDissolution
COMPANY
LAW
Source framework
This guide is based on Federal Decree-Law No. 32 of 2021 on Commercial Companies and was cross-checked against the UAE Legislation portal. It is a practical navigation guide, not a substitute for legal advice; amendments, implementing decisions and sector-specific legislation must still be checked for the client’s situation.
01 / Scope
First ask: does the law apply?
Specific exemptions
Certain government-owned, specially exempted, SPAC and SPV structures may fall outside the general regime where the legal conditions for exemption are met.
Free-zone companies
Where a free zone has special provisions governing its companies, the federal law may not apply in the same way. The law becomes relevant where the free-zone regime permits activity outside the free zone in the State.
02 / Company forms
The law recognises five core forms.
Article 9 states that a company must take one of the forms recognised by the Decree-Law.
03 / Limited Liability Company
The structure most founders recognise: the LLC.
LLCLimited Liability Company
2–50 partnersGeneral rule under Article 71
One-person LLC permittedPhysical or juristic person
Liability limitedTo each partner's capital share
MOA governs structureIncluding dispute-settlement method
04 / MOA & legal existence
The company becomes real through documentation + registration.
The MOA and amendments must be in Arabic and authenticated by the Competent Authority. If another language is also used, the Arabic text prevails in the State.
The MOA and amendments must be entered in the Commercial Register to be enforceable against third parties.
The company acquires legal personality from the date it is entered in the commercial register.
05 / Changes & deadlines
Some corporate changes have a statutory clock.
15
WORKING DAYSNotify registered changes
Article 15 requires notification of changes to registered company particulars, including name, address, share capital, shareholder count or legal form, within 15 working days.
5
YEARSAccounting records
Article 26 requires every company to keep accounting registers at its head office for at least five years from the end of the fiscal year.
12
MONTHSNormal fiscal year
Article 28 provides that subsequent fiscal years are consecutive 12-month periods; the first fiscal year may be between 6 and 18 months.
06 / Management & governance
A manager's authority carries real responsibility.
Duty of care
The managing director must preserve the company's rights, act with due care and stay within the company's objects and the authority granted to them.
Company bound by authorised acts
The company may be bound by the acts of its managing director, employees or agents when acting within their usual authorised role.
No blanket exemption
A clause that purports to exempt an officer from personal liability contrary to the Decree-Law is treated as null and void.
Annual accounts & audit
LLCs and joint-stock companies must have one or more auditors annually and prepare annual financial accounts including a balance sheet and profit-and-loss account.
07 / Partner register & ownership changes
Ownership must be documented, not assumed.
Partner RegisterArticle 74 requires an LLC to maintain a register of partners at its head office.
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Transfer / MortgageArticle 79 allows transfer or mortgage of an LLC interest subject to the MOA and official authenticated documentation.
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Commercial RegisterThe transfer or mortgage is not enforceable toward the company or third parties until registered with the Competent Authority.
08 / Holding companies
Separate assets. Separate legal personality.
HOLDING COMPANYParent / ownership layer
Article 21 states that subsidiaries of holding companies enjoy legal personality and have their own independent financial liability.
09 / Foreign companies
A foreign company entering the UAE has its own compliance path.
The law applies to foreign companies conducting activities in the UAE or whose place of management is in the UAE, subject to stated exceptions and agreements.
Outside free zones, a foreign company may not conduct activity or establish an office/branch without the required licence from the Competent Authority and approval of the Ministry.
The foreign company must be entered in the Ministry's register and hold the required approvals and licences.
Branches generally require an independent balance sheet, profit-and-loss account and a UAE-registered auditor, with annual filing obligations described by the law.
10 / Representative office
Market study is not the same as commercial activity.
ARTICLE 339
Representative Office
A foreign company's representative office is limited to studying markets and production capabilities and may not engage in commercial activity.
11 / Dissolution & liquidation
Closing a company is also a regulated process.
The law also provides that managers' or directors' authority terminates upon dissolution, subject to the transitional role described until a liquidator is appointed.
12 / Business-owner checklist
What should a UAE company keep under control?
Correct legal formValid trade nameRegistered UAE addressAuthenticated MOACommercial Register updatedPartner register maintainedManager powers documentedAccounting records retainedAnnual accounts preparedAuditor appointed where requiredOwnership changes registeredForeign branch filings maintained
Vantablack support
We translate legal structure into operational decisions.
Vantablack uses the company-law framework to help clients understand how ownership, management authority, corporate documents, accounting obligations and future restructuring affect the company they are building. Where formal legal interpretation is required, we coordinate with the appropriate licensed legal professional.
Legal-form reviewMOA coordinationShareholder changesManager authorityForeign branch structureCorporate compliance mapping
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Legal note
This guide summarises selected provisions of Federal Decree-Law No. 32 of 2021 from the supplied source. It does not cover every article, amendment, implementing decision or sector-specific rule and should not be treated as legal advice.