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What is the difference between a free-zone and mainland company in the UAE?

Last updated 4/30/20260 viewsProvisionalUAE federal

Quick answer: Mainland: DED-licensed, can trade UAE-wide, government contracts; subject to standard 9% CT. Free-zone: 100% foreign ownership, 0% Qualifying Income; usually cannot trade directly to mainland without distributor/branch.

Mainland company

  • Licensed by the relevant Department of Economic Development (DED) of the emirate (e.g., Dubai DET, Abu Dhabi ADDED).
  • Can trade directly with all UAE customers and bid for UAE government contracts.
  • Since 2021, most mainland activities allow 100% foreign ownership; some "strategic impact" activities still require Emirati participation.
  • Subject to UAE Corporate Tax (9% above AED 375,000) [1]; standard 5% VAT applies.
  • Must employ UAE nationals under Emiratisation quotas if ≥ 50 employees.

Free-zone company

  • Licensed by a specific free-zone authority (DMCC, JAFZA, RAKEZ, ADGM, DIFC, etc.).
  • 100% foreign ownership and easy repatriation of capital and profits.
  • Restrictions: typically cannot trade directly with the UAE mainland market without using a mainland distributor or registering a mainland branch (rules vary by free zone).
  • Eligible for the 0% Qualifying Free Zone Person rate on Qualifying Income, subject to economic substance, audited accounts, and transfer-pricing compliance [2].
  • Some free zones (DIFC, ADGM) operate under their own common-law-based legal framework distinct from UAE federal civil law.

How to choose

  • Sell to UAE consumers/businesses → mainland.
  • B2B services to free-zone or international clients → free zone.
  • Holding company / regional HQ / IP company → free zone (DIFC/ADGM particularly).
  • Government contracts → mainland.

For a specific business case, consult a UAE corporate-law / tax advisor before incorporating — the choice affects banking, hiring, taxation, and exit options.

Citations

  1. [1] Federal Decree-Law No. 47 of 2022, Article 3
  2. [2] Federal Decree-Law No. 47 of 2022, Article 18

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This is general legal information, not legal advice. For advice tailored to your specific situation, consult a UAE-licensed lawyer.

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