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Overview of selected UAE free zones 1 Overview of selected UAE free zones

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Overview of selected UAE free zones 1

Overview of selected UAE free zones

2 Overview of selected UAE free zones

Contents

Clifford Chance in the Middle East 3

Section A: Dubai 4

Section B: Northern Emirates 12

Section C: Abu Dhabi 17

Section D: List of UAE Free Zones 21

Contacts 22

Worldwide contact information 23

NOTE: This overview only covers a selection of the free zones in the UAE, of which there are approximately 40.

The processes and rules applying to the incorporation and administration of free zone entities change from time to time. Free zone authorities have wide discretion as to

the regulations and policies they implement. Therefore, although this overview will provide a guide as to the types of procedure to expect, it will always be necessary to

confirm with the relevant free zone on a case by case basis.

The materials contained in this publication are provided for general information purposes only and do not constitute legal or other professional advice.

Overview of selected UAE free zones 3

International Law Firm of the Year

Middle East Law Firm of the YearChambers Global Awards 2013

We hold more tier 1 rankings in Chambers Global,

Legal 500 and IFLR than any other law firm in the

Middle East

Clifford Chance in the Middle East

Clifford Chance is one of the longest established international law firms in the Middle East

Our team of over 120 lawyers advises clients on domestic, regional and international

matters and has delivered many first-of-a-kind deals. We opened our first UAE office in

1975 and are well known for innovative, market-leading work. We specialise in:

Banking, Finance and Projects

Corporate, M&A and Equity Capital Markets

Financial Services Regulatory

Debt Capital Markets and Structured Products

Litigation & Dispute Resolution and Arbitration

Real Estate and Construction.

Our lawyers combine international experience and capability with an intimate and detailed

knowledge of local requirements in the region and advise on international, regional and

domestic matters. In particular, we:

have over 120 lawyers, fully integrated into the Firm's international network, serving the Middle East region

have been present in the Middle East for almost 40 years with offices today in Abu Dhabi, Doha, Dubai and Riyadh

are able to coordinate legal advice and services throughout the Middle East through our close contacts with leading independent firms have valuable Arabic language skills within the practice, at both associate and partner level, enabling us to work with Arabic documentation.

4 Overview of selected UAE free zones

Section A: Dubai

Jebel Ali Free Zone

(JAFZ)

Dubai Technology &

Media Free Zone

(TECOM)

Dubai Airport Free

Zone (DAFZ)

Dubai Healthcare City

(DHCC)

Dubai

Multi-Commodities

Centre (DMCC)

Dubai International

Financial Centre (DIFC)

Types of legal

available entity

Free Zone

Company (FZCO)

Free Zone

Establishment

(FZE)

Branch of a foreign

or UAE company

Offshore Company

(OffCo)

Limited liability

company

(FZ-LLC)

Branch of a

foreign or UAE

company

Free Zone

Company (FZCO)

Free Zone

Establishment

(FZE)

Branch of a foreign

or UAE company

Free Zone Limited

Liability Company

(FZ-LLC)

Branch of a foreign

or UAE company

Limited liability

company

Branch of a foreign

or UAE company

Company Limited by

Shares

Branch of a foreign

or UAE company

NB: Other types of DIFC

entities exist but have

not been included in this

overview.

Licensing

authority

Jebel Ali Free Zone

Authority (JAFZA)

Dubai Technology &

Media Free Zone

Authority (TECOM

Authority)

Dubai Airport Free Zone

Authority (DAFZA)

Dubai Healthcare City

Authority (DHCCA)

Dubai Multi

Commodities Centre

Authority (DMCC

Authority)

Dubai International

Financial Centre

Authority (DIFCA)

Overview of selected UAE free zones 5

Jebel Ali Free Zone

(JAFZ)

Dubai Technology &

Media Free Zone

(TECOM)

Dubai Airport Free

Zone (DAFZ)

Dubai Healthcare City

(DHCC)

Dubai

Multi-Commodities

Centre (DMCC)

Dubai International

Financial Centre (DIFC)

Types of

available

licence

(licences are

generally

renewable

annually)

FZCO/FZE/Branch:

Trading licence

General trading

licence

Industrial licence

National Industrial

Licence (the

applicant must be at

least 51% owned by

GCC nationals and

the process

conducted by the

JAFZA-licensed

entity must add at

least 40% to the

value of the

product)

Logistics licence

(available to a

branch of a UAE

company only)

Service licence

(available to a

branch of a UAE

company only)

OffCo:

None required

TECOM consists of ten

business parks, each

with its own licence

categories. The

business parks are all

media and IT related

and each has been

established for a

specialism within those

sectors. They include

Dubai Internet City,

Dubai Media City and

Knowledge Village.

Trading licence

Industrial licence

Service licence

A commercial licence is

required.

The categories for which

a commercial license

may be issued in DHCC

are:

Clinical – Inpatient

Clinical – Outpatient

Healthcare

Consultancy

Healthcare Support

Healthcare

Education

Publishing

Education &

Training Services

(non healthcare)

Service Provider

Consultancy

Regional Head

Quarters

Hotels and Leisure

Services

Property

Management

Services

DMCC licence (for

the commodities

and related industry

services:

manufacturing,

trading or services)

JLT licence (for

other business

activities: services

or professional)

NB: both DMCC and

JLT companies may

hold "General Trading"

licences (subject to the

share capital minimum

set out below), which

allows the licensee to

perform an unlimited

range of business

activities.

A commercial licence is

required.

If an entity wishes to

carry out financial

services activities in or

from the DIFC it must

also be licensed by the

Dubai Financial Services

Authority (DFSA). A

Company Limited by

Shares is the only type

of DIFC company which

can be a

DFSA-regulated entity.

Entities which are not

licensed by the DFSA

are categorised as either

a registered1 or

non-regulated2 entity,

depending on the types

of activities carried out.

1 Registered entities are regulated by the DFSA and comprise of registered auditors and Ancillary Service Providers (being enti ties which provide legal or accountancy services to

DFSA licensed entities). 2 A non-regulated entity is one that is neither required to be registered nor licensed by the DFSA.

6 Overview of selected UAE free zones

Jebel Ali Free Zone

(JAFZ)

Dubai Technology &

Media Free Zone

(TECOM)

Dubai Airport Free

Zone (DAFZ)

Dubai Healthcare City

(DHCC)

Dubai

Multi-Commodities

Centre (DMCC)

Dubai International

Financial Centre (DIFC)

Fees (not

including

leases)3

Initial registration:

FZCO: AED15,000

FZE: AED10,000

Branch: AED5,000

OffCo: AED10,000

Annual licence fees:

Trading: AED5,500

to AED9,0004

General trading:

AED30,0005

Industrial:

AED5,500

National Industrial:

AED5,500 to

AED9,0006

Logistics (branch of

UAE company

only): AED30,000

Service (branch of

UAE company

only): AED8,000

OffCo: N/A

Initial registration:

FZ-LLC:

AED3,500

Branch:

AED3,500

Annual licence fees:

Vary according to

type of licence

from AED15,000

to AED100,000

(but the fees for

most licensed

activities are

AED15,000 to

AED20,000)

Initial registration:

FZCO: AED15,000

FZE: AED10,000

Branch: No fees

payable on

registration

Annual licence fees:

AED10,000

Initial registration:

AED3,500

Annual licence fees:

Vary according to

type of licence,

starting from

AED15,000

Initial registration:

DMCC company:

AED5,010

JLT company:

AED10,010

Each type of

company must also

pay a one-off fee of

AED2,010 to

register its

Memorandum of

Association

Annual licence fees:

DMCC company:

AED15,010

JLT company:

AED20,010

Initial registration:

Company Limited by

Shares: US$8,000

Branch: US$8,000

Annual licence fees:

US$12,000

3 Fees are subject to change from time to time so should be checked with the relevant Free Zone Authority from time to time.

4 Fee depends on the number of activities and the number of groups of activities (per the JAFZA grouping available on its website) in which the licensee is permitted to participate.

5 General trading permits the licensee to participate in all activities across all groups of activities.

6 Fee depends on the number of activities and the number of groups of activities (per the JAFZA grouping available on its websi te) in which the licensee is permitted to participate.

Overview of selected UAE free zones 7

Jebel Ali Free Zone

(JAFZ)

Dubai Technology &

Media Free Zone

(TECOM)

Dubai Airport Free

Zone (DAFZ)

Dubai Healthcare City

(DHCC)

Dubai

Multi-Commodities

Centre (DMCC)

Dubai International

Financial Centre (DIFC)

100% foreign

ownership

allowed?

Yes (save for an entity

with a National Industrial

Licence)

NB: OffCos must

appoint a registered

agent. A list of

approved registered

agents is available from

the JAFZA Registrar.

Yes Yes Yes Yes Yes

Minimum share

capital

FZCO: AED500,000

(must be in multiples of

AED100,000)7

FZE: AED1,000,000

(must be in multiples of

AED1,000,000)

OffCo: None specified

Such sum as TECOM

specifies from time to

time, dependent on the

type of licence (ranges

from AED50,000 to

AED2,500,000,

commonly between

AED50,000 and

AED100,000).

FZCO: AED500,000

(must be in multiples of

AED100,000)

FZE: AED1,000,000

(must be in multiples of

AED1,000,000)

Such sum as DHCCA

specifies from time to

time, dependent on the

type of licence (ranges

from AED300,000 for

entities operating a clinic

to AED50,000 for

commercial non-clinical

entities).

DMCC company:

AED50,000 per

shareholder (no

corporate

minimum)

JLT company:

AED50,000 per

shareholder (no

corporate

minimum)

NB: A General Trading

licence requires a

minimum share capital

of AED1,000,000.

Company Limited by

Shares: US$50,000

If the entity is licensed

by the DFSA, additional

share capital

requirements may apply.

7 We have been informed during telephone conversations with JAFZA representatives that the requirement for a minimum share capital in relation to FZCO and FZE is being

amended. JAFZA will now determine minimum share capital requirements on a case by case basis with reference to the project being undertaken. The information on the JAFZA website is, we understand, being updated to reflect these changes.

8 Overview of selected UAE free zones

Jebel Ali Free Zone

(JAFZ)

Dubai Technology &

Media Free Zone

(TECOM)

Dubai Airport Free

Zone (DAFZ)

Dubai Healthcare City

(DHCC)

Dubai

Multi-Commodities

Centre (DMCC)

Dubai International

Financial Centre (DIFC)

Requirement to

lease premises

in Free Zone?

FZCO: Yes

FZE: Yes

Branch: Yes

OffCo: No (registered

agent used as its

address)

Yes Yes Yes Yes Yes

Branch of a Foreign

Entity: As a separate

requirement, a branch

must have at all times at

least one person who is

authorised to accept

service of any document

and undertake any other

function as required by

the applicable DIFC

regulations.

Number of

shareholders

FZCO: At least 2,

maximum 5

FZE: Single

shareholder only

OffCo: At least 1

shareholder

At least 1, maximum

50

FZCO: At least 2,

maximum 5

FZE: Single

shareholder only

At least 1, maximum 30 Minimum 1, maximum

50

At least 1

Share transfer

requirements

Share transfers subject

to the approval of

JAFZA.

Share transfers subject

to the approval of the

TECOM Authority.

Share transfers subject

to the approval of

DAFZA.

Share transfers are

subject to registration

with the DHCCA.

Share transfers are

subject to the prior

approval of the DMCC

Authority.

Share transfers must be

notified to the DIFCA.

Multiple classes

of shares

permitted?8

No Yes, subject to the

approval of TECOM

No Yes, subject to the

approval of the DHCCA

No Yes (to the extent

permitted by the

company's Articles)

8 Whilst the regulations of DMCC and TECOM permit multiple classes of shares, in our experience these free zones have not permi tted different classes of shares in practice.

Overview of selected UAE free zones 9

Jebel Ali Free Zone

(JAFZ)

Dubai Technology &

Media Free Zone

(TECOM)

Dubai Airport Free

Zone (DAFZ)

Dubai Healthcare City

(DHCC)

Dubai

Multi-Commodities

Centre (DMCC)

Dubai International

Financial Centre (DIFC)

Requirement to

produce annual

audited

accounts?

Yes Yes (although the

requirement to lay the

financial statements

before a general

meeting of the

shareholders or

appoint an auditor may

be waived by the

shareholders in

respect of a particular

financial year)

Yes Yes (although the

requirement to lay the

financial statements

before a general

meeting of the

shareholders or appoint

an auditor may be

waived by the

shareholders in respect

of a particular financial

year)

Yes Yes

Security over

shares

permitted?

FZCO/FZE:

A shareholder may

pledge all (but not only

some) of its shares.

Any other security

permitted under Dubai

law may also be given.

The pledge must be

notarised and registered

with JAFZA within 7

days of execution and

recorded in the register

of the relevant

FZE/FZCO.

OffCo:

A shareholder may

pledge its shares.

JAFZA regulations are

silent on the time period

for registration of

security. It would be

Yes, a pledge over the

shares or other

interests of

shareholders may be

created pursuant to

applicable laws of the

UAE.

No registration

required with the

TECOM Authority.

Yes, a pledge over the

shares or other interests

of shareholders may be

created pursuant to

applicable laws of

Dubai. Duly executed

(notarised) security

document and annual

accounts must be

provided with the

prescribed form

application to DAFZA

within 7 days of

execution and recorded

in the register of the

relevant FZE/FZCO.

Yes, a pledge over the

shares or other interests

of shareholders may be

created pursuant to

applicable laws of the

UAE.

Yes, a pledge over the

shares or other interests

of shareholders may be

created pursuant to

applicable laws of the

UAE.

The DMCC operates its

own online finance

platform. Title

documents to

commodities are

created (Dubai

Commodity Receipts)

which may be pledged

to financiers who are

signed up to the

platform rules. This

allows a close-out

mechanism which

avoids court

enforcement.

Yes, a pledge over the

shares of a DIFC

company may be

created pursuant to the

provisions of the DIFC

Security Law.

A "financing statement"

must be lodged with the

Security Registrar and

"control" of the security

is achieved by

registering the holder of

the security as having

"transfer authority" in

respect of it (e.g. through

a contribution of a

security agreement

holding share certificate

and stock transfer form

executed by the debtor,

but left undated).

10 Overview of selected UAE free zones

Jebel Ali Free Zone

(JAFZ)

Dubai Technology &

Media Free Zone

(TECOM)

Dubai Airport Free

Zone (DAFZ)

Dubai Healthcare City

(DHCC)

Dubai

Multi-Commodities

Centre (DMCC)

Dubai International

Financial Centre (DIFC)

prudent to promptly

register the security

after its creation. The

foregoing is also true in

respect of security over

shares of an OffCo.

Directors/

Secretary

FZCO: At least 2

directors and a company

secretary

FZE: At least 1 director

and a company

secretary

OffCo: At least 2

directors and a company

secretary

NB: The offices of

director and company

secretary may be held

jointly by a single

person.

At least 1 director FZCO: Board must

consist of at least 3

persons comprising at

least 2 directors and the

company secretary

FZE: At least 1 director

and the company

secretary

NB: The offices of

director and company

secretary may be held

jointly by a single person

in a FZCO and a FZE.

At least 1 director,

maximum 7

The company secretary

(who may also be a

director) may be

appointed

An FZ-LLC is also

required to appoint a

manager to represent

the company in all

matters with the

DHCCA.

At least 1 director,

maximum 6

The company secretary

(who may also be a

director) may be

appointed

At least 2 directors and a

company secretary

NB: The offices of

director and company

secretary cannot be held

jointly by a single

person.

Mandatory

residence of

directors in

Dubai

FZCO: At least 2

directors

FZE: At least 1 director

and the company

secretary

OffCo: None specified

No requirements FZCO: At least 2

directors and the

company secretary

FZE: At least 1 director

and the company

secretary

No requirements No requirements No requirements

Overview of selected UAE free zones 11

Jebel Ali Free Zone

(JAFZ)

Dubai Technology &

Media Free Zone

(TECOM)

Dubai Airport Free

Zone (DAFZ)

Dubai Healthcare City

(DHCC)

Dubai

Multi-Commodities

Centre (DMCC)

Dubai International

Financial Centre (DIFC)

Allocation of

residence visas

according to

size of leased

premises9

Office: one visa per 9.5

square metres

Warehouse: depends

on the configuration of

the warehouse but

guideline is 15 visas (5

admin staff and 10

workers) in a 555

square metre premises

OffCo: only 2 work

permits may be issued

One residence visa per

7.5 square metres

One residence visa per

8.1 square metres

One residence visa per

7.4 square metres

One residence visa per

9 square metres

One residence visa per

7.4 square metres

9 This information is subject to change so should always be confirmed when making enquires about specific leasing requirements.

12 Overview of selected UAE free zones

Section B: Northern Emirates

Ras Al Khaimah Free Trade

Zone (RAKFTZ)

Hamriyah Free Zone (HFZ) Sharjah Airport International Free

Zone (SAIFZ)

Ajman Free Zone (AFZ)

Types of legal

available entity

Free Zone Company

(FZCO)

Free Zone Establishment

(FZE)

Branch of a foreign or UAE

company

International Company (Intl

Co)

Free Zone Company (FZCO)

Free Zone Establishment (FZE)

Branch of a foreign or UAE

company

Free Zone Company (FZCO)

Free Zone Establishment (FZE)

Branch of a foreign or UAE

company

Free Zone Company (FZCO)

Free Zone Establishment (FZE)

Branch of a foreign or UAE

company

Licensing

authority

Ras Al Khaimah Free Trade

Zone Authority (RAKFTZ

Authority)

Hamriyah Free Zone Authority (HFZA) Sharjah Airport International Free Zone

Authority (SAIFZA)

Ajman Free Zone Authority (AFZA)

Types of

available licence

(licences are

generally

renewable

annually)

FZCO/FZE/Branch:

Industrial licence

Commercial licence (up to 7

activities)

Consulting/Service licence

General trading licence

Intl Co: None required

FZCO/FZE/Branch:

Industrial licence

Commercial licence (up to 5

activities)

Service licence

FZCO/FZE/Branch:

Industrial licence

Commercial licence (includes,

amongst others, buying & selling of

real estate)

Specific licence (includes, amongst

others, oil & gas and aviation)

Service licence (includes, amongst

others, real estate development,

freight forwarding & cargo handling)

General trading licence

FZCO/FZE/Branch:

Industrial licence

Trading licence

Service licence

General trading licence

National Industrial licence (the

applicant must be at least 51%

owned by GCC nationals and the

process conducted by the

AFZ-licensed entity must add at

least 40% to the value of the

product)

Fees (not

including

Initial registration: Initial registration: Initial registration: Initial registration fee AED100

Overview of selected UAE free zones 13

Ras Al Khaimah Free Trade

Zone (RAKFTZ)

Hamriyah Free Zone (HFZ) Sharjah Airport International Free

Zone (SAIFZ)

Ajman Free Zone (AFZ)

leases)10

FZCO: AED7,000

FZE: AED7,000

Branch: No initial

registration fee

Intl Co: AED2,000

Annual licence fees:

Industrial: AED5,000

Commercial: AED3,650

Consulting/Service:

AED7,500

General trading:

AED15,000

Intl Co: Not required to be

licensed but an annual fee of

AED1,500 is payable for

renewal of registration.

FZCO: AED9,000

FZE: AED9,000

Branch: No initial registration fee

Annual licence fees:

Industrial: AED3,500

Commercial: AED3,500

Service: AED3,500

FZCO: AED10,000

FZE: AED10,000

Branch: AED5,000

Annual licence fees:

Industrial: AED7,500

Commercial: AED7,500

Specific: Varies according to type

of licence from AED10,000

Service: Varies according to type

of licence from AED8,500

General trading: AED15,000

Annual licence fees:

Industrial: AED9,100

Trading: Varies depending on

number of activities but ranges from

AED3,900 to AED6,500

Service: AED6,500

General trading licence: AED9,100

National Industrial licence:

AED9,100

100% foreign

ownership

allowed?

Yes

NB: Intl Co must appoint a

registered agent. A list of

approved agents is available

from the RAKFTZ Authority.

Yes Yes Yes

10

Fees are subject to change from time to time so should be checked with the relevant Free Zone Authority from time to time.

14 Overview of selected UAE free zones

Ras Al Khaimah Free Trade

Zone (RAKFTZ)

Hamriyah Free Zone (HFZ) Sharjah Airport International Free

Zone (SAIFZ)

Ajman Free Zone (AFZ)

Minimum share

capital

FZCO: AED100,000 (must be

in multiples of AED1,000)

FZE: AED100,000 (must be in

multiples of AED100,000)

Intl Co: None specified (must

be in multiples of AED1,000)

FZCO: AED150,000 (must be in

multiples of AED1,000)

FZE: AED150,000 (must be in

multiples of AED150,000)

FZCO: AED150,000 (must be in

multiples of at least AED100)

NB: An additional 2 shareholders may

be permitted with the approval of

SAIFZA who may subscribe for shares

in an FZCO in multiples of AED30,000.

FZE: AED150,000

Branch: None specified

FZCO: AED185,000

FZE: AED185,000

Branch: None specified

Requirement to

lease premises

in Free Zone?

FZCO/FZE/Branch: Yes

Subject to prior approval from

RAKFTZ Authority, an FZCO or

FZE may open branches

outside RAKFTZ.

Intl Co: No (registered agent

used as its address)

Yes Yes Yes

Number of

shareholders

FZCO: At least 2, maximum 5

FZE: Single shareholder only

Intl Co: At least 1 shareholder

FZCO: At least 2, maximum 5

FZE: Single shareholder only

FZCO: minimum 2 shareholders,

maximum 7

FZE: Single shareholder only

FZCO: At least 2, maximum 4

FZE: Single shareholder only

Share transfer

requirements

Share transfers are subject to

the approval of RAKFTZ

Authority

Pre-emption rights in favour of

remaining shareholders in an

Intl Co exist

Share transfers are subject to the

approval of HFZA

Pre-emption rights in favour of

remaining shareholders in an FZCO

Share transfers are subject to the

approval of SAIFZA

Pre-emption rights in favour of

remaining shareholders in an FZCO

Share transfers are subject to the

approval of AFZA

Multiple classes

of shares

permitted?11

No

Intl Co: Yes

No No No

11

Whilst the regulations of DMCC and TECOM permit multiple classes of shares, in our experience these free zones have not permi tted different classes of shares in practice.

Overview of selected UAE free zones 15

Ras Al Khaimah Free Trade

Zone (RAKFTZ)

Hamriyah Free Zone (HFZ) Sharjah Airport International Free

Zone (SAIFZ)

Ajman Free Zone (AFZ)

Requirement to

produce annual

audited

accounts?

Yes

Intl Co: None specified

Yes Yes (upon renewal of licence) None specified

Security over

shares

permitted?

FZCO/FZE:

A shareholder may pledge some

or all of its shares. Any other

security permitted under RAK

law may also be given.

The pledge must be notarised

and registered with RAKFTZ

Authority within 7 days of

execution and recorded in the

register of the relevant

FZE/FZCO.

Intl Co:

According to the RAKFTZ

Authority, a certified true copy of

the security document and (if

applicable) the notarised power

of attorney of the representative

are the only documents required

to be submitted in addition to

the prescribed form.

No time period within which to

register the security however,

registration should be effected

as the failure to do so would

result in a fine of AED5,000

FZCO/FZE:

A shareholder may pledge some or all

of its shares. Any other security

permitted under Sharjah law may also

be given.

The pledge must be notarised and

registered with HFZA within 15 days of

execution and recorded in the register

of the relevant FZE/FZCO.

FZCO/FZE:

A shareholder may pledge all (but not

some) its shares. Any other security

permitted under Sharjah law (in the

case of an FZCO) and UAE law (in the

case of an FZE) may also be given.

The pledge must be notarised and

registered with SAIFZA within 15 days

(in the case of a FZCO) and 7 days (in

the case of an FZE) of execution and

recorded in the register of the relevant

FZE/FZCO.

FZCO/FZE:

A shareholder may pledge some or all

of its shares.

The pledge must be notarised and

registered with AFZA and recorded in

the register of the relevant FZE/FZCO.

16 Overview of selected UAE free zones

Ras Al Khaimah Free Trade

Zone (RAKFTZ)

Hamriyah Free Zone (HFZ) Sharjah Airport International Free

Zone (SAIFZ)

Ajman Free Zone (AFZ)

Directors/

Secretary

FZCO/FZE/Branch: At least 1

director, a manager and a

company secretary

Intl Co: At least 1 director and a

company secretary

NB: The offices of manager,

director and company secretary

may be held jointly by a single

person.

FZCO/FZE: At least 2 directors and a

company secretary

NB: The offices of director and

company secretary may be held jointly

by a single person.

FZCO: At least 2 directors, maximum of

5 and a manager

FZE: At least 1 director, a manager and

a company secretary

NB: The offices of manager, director

and company secretary may be held

jointly by a single person.

FZCO/FZE: At least 1 director

Mandatory

residence of

directors in

relevant

emirate?

FZCO/FZE: At least 1 director,

manager or company secretary

must be resident in RAK

Intl Co: None specified.

FZCO/FZE: At least 1 director and the

company secretary must be resident in

Sharjah.

Manager must be resident in the UAE None specified

Allocation of

residence visas

according to

size of leased

premises12

This information is usually made

available when making

enquiries (in person) about

leasing premises.

As a general rule, the number of

visas will depend on the size of

the premises leased and the

operations conducted by the

relevant entity.

This information is usually made

available when making enquiries (in

person) about leasing premises.

As a general rule, the number of visas

will depend on the size of the premises

leased and the operations conducted by

the relevant entity.

This information is usually made

available when making enquiries (in

person) about leasing premises.

As a general rule, the number of visas

will depend on the size of the premises

leased and the operations conducted by

the relevant entity.

This information is usually made

available when making enquiries (in

person) about leasing premises.

As a general rule, the number of visas

will depend on the size of the premises

leased and the operations conducted by

the relevant entity.

12

This information is subject to change so should always be confirmed when making enquires about specific leasing requirements.

Overview of selected UAE free zones 17

Section C: Abu Dhabi

Abu Dhabi Airports Free Zone (ADAFZ) Twofour54 Masdar City Free Zone

Types of legal

available entity

Free Zone Limited Liability Company

(FZ-LLC)

Branch of a foreign or UAE company

Free Zone Limited Liability Company (FZ-LLC)

Branch of a foreign or UAE company

Free Zone Limited Liability Company (FZ-LLC)

Branch of a foreign or UAE company

Licensing

authority

Abu Dhabi Airports Company (ADAC) Abu Dhabi Media Zone Authority (ADMZA) Abu Dhabi Future Energy Company (ADFEC)

Types of

available licence

(licences are

generally

renewable

annually)

FZ-LLC/Branch:

Commercial licence (segments include

amongst others, aerospace, airport

services, aircraft interiors, logistics,

transportation and maintenance, repairs

and operations)

Service licence

Consultancy licence

Regional headquarters

FZ-LLC/Branch:

Business licence

Dissemination license (required where the entity

intends to publish, print, broadcast or conduct

any other publishing, broadcasting or

communication activity specified by the ADMZA

from time to time)

FZ-LLC/Branch:

Renewable Energy licence

Clean Tech & ICT licence

Marketing and Events licence

Human Resource Development licence

General licence (including services, consultancy

and regional headquarters)

18 Overview of selected UAE free zones

Abu Dhabi Airports Free Zone (ADAFZ) Twofour54 Masdar City Free Zone

Fees (not

including

leases)13

Initial registration fee:

FZ-LLC: AED7,500

Branch: AED5,000

Annual licence fees:

Commercial: Varies depending on

activities conducted and number of

segments required but ranges from

AED15,000 to AED30,000

Service licence: AED15,000

Consultancy licence: AED15,000

Regional Headquarters: AED25,000

Initial registration fee: AED2,500

Annual license fee:

Business: AED10,000

Initial registration fee: AED5,000

Annual licence fees:

Renewable energy licence: Varies depending on

activities conducted and number of segments

required but fees start at AED20,000

Clean tech & ICT: Varies depending on activities

conducted and number of segments required but

fees start at AED20,000

Marketing and events: Varies depending on

activities conducted and number of segments

required but fees start at AED20,000

Human resource development: Varies depending

on activities conducted and number of segments

required but fees start at AED20,000

General: AED10,000

100% foreign

ownership

allowed?

Yes Yes Yes

Minimum share

capital

FZ-LLC: AED150,000 FZ-LLC: No minimum share capital and share capital

can be in any currency

FZ-LLC: AED150,000

Requirement to

lease premises

in Free Zone?

Yes Yes Yes

Number of

shareholders

FZ-LLC: At least 1 shareholder FZ-LLC: At least 1 shareholder FZ-LLC: At least 1 shareholder

Share transfer

requirements

Share transfers are subject to the approval of

ADAC

Share transfers are subject to the approval of ADMZA Share transfers must be notified to the ADFEC.

13

Fees are subject to change from time to time so should be checked with the relevant Free Zone Authority from time to time.

Overview of selected UAE free zones 19

Abu Dhabi Airports Free Zone (ADAFZ) Twofour54 Masdar City Free Zone

Multiple classes

of shares

permitted?

Yes Yes Yes

Requirement to

produce annual

audited

accounts?

Yes Yes Yes

Security over

shares

permitted?

FZ-LLC:

A shareholder may pledge some or all of its

shares.

The pledge must be notarised and registered

with ADAC within 14 days of execution and

recorded in the register of the relevant

FZ-LLC.

FZ-LLC:

A shareholder may pledge some or all of its shares.

The pledge must be recorded in the register of the

relevant FZ-LLC. We would recommend that the

pledge be notarised and registered with ADMZA.

FZ-LLC:

A shareholder may pledge some or all of its shares.

The pledge must be notarised and registered with

ADFEC within 14 days of execution and recorded in the

register of the relevant FZ-LLC.

Directors/

Secretary

At least 2 directors and a company secretary.

NB: The offices of director and company

secretary may be held jointly by a single

person

At least 2 directors, a company secretary and a

general manager.

NB: The offices of manager, director and company

secretary may be held jointly by a single person.

At least 2 directors and a company secretary.

Mandatory

residence of

directors in

relevant

emirate?

None specified None specified None specified

20 Overview of selected UAE free zones

Abu Dhabi Airports Free Zone (ADAFZ) Twofour54 Masdar City Free Zone

Allocation of

residence visas

according to

size of leased

premises14

This information is usually made available

when making enquiries (in person) about

leasing premises.

As a general rule, the number of visas will

depend on the size of the premises leased

and the operations conducted by the relevant

entity.

This information is usually made available when

making enquiries (in person) about leasing premises.

There is no specific limit on the number of visas that

can be applied for.

This information is usually made available when making

enquiries (in person) about leasing premises.

As a general rule, the number of visas will depend on

the size of the premises leased and the operations

conducted by the relevant entity.

Abu Dhabi Global Market

The Abu Dhabi Global Market (ADGM) is the latest free zone to be established in the Emirate of Abu Dhabi. It is the Emirate's first financial free zone bringing the total number of free

zones in Abu Dhabi to five.*

The legislative framework establishing the ADGM and implemented at the Federal, Emirate and Cabinet levels has only recently been completed w ith the issuance of Abu Dhabi Law

No. (4) of 2013. This Law provides detail in relation to the governance of the ADGM as well as i ts legislative and regulatory framework. The ADGM is yet to publish its suite of rules

and regulations governing the permitted activities within the free zone.

The ADGM aims to bridge the perceived regional gap in the trading of global securities and the provision of financial services, with an emphasis on the trading, storage and transport

of commodities, derivatives trading, custody and settlement, clearing and depository services, retail financial services and market-making. These represent only a handful of some of

the many financial services that the free zone will aim to promote in addition to establishing a creditor friendly regime with respect to netting and financial collateral.

The ADGM will permit 100% foreign ownership and will not impose any income tax on revenues generated within the free zone nor custom duties on any goods imported into, or

exported from, the free zone.

*The fifth free zone that we have not included for the purposes of this overview is Khalifa Industrial Free Zone Abu Dhabi.

14

This information is subject to change so should always be confirmed when making enquires about specific leasing requirements.

Overview of selected UAE free zones 21

Section D: List of UAE Free Zones15

Dubai Abu Dhabi Northern Emirates

Dubai Academic City Dubai Logistics City Abu Dhabi Airport Free Zone Ahmed Bin Rashed Free Zone (U.A.Q.)

Dubai Airport Free Zone Dubai Maritime City Abu Dhabi Global Market Ajman Free Zone

Dubai Auto Parts City Dubai Media City Abu Dhabi Ports Company Fujairah Free Zone

Dubai Auto Zone Dubai Multi-Commodities Centre Industrial City of Abu Dhabi HCSEZ Hamriyah Free Zone

Dubai Biotechnology & Research Park Dubai Outsource Zone Masdar City Free Zone Ras Al Khaimah Free Trade Zone

Dubai Building Materials Zone Dubai Silicon Oasis TwoFour54 Sharjah Airport International Free Zone

Dubai Carpet FZ Dubai Studio City

Dubai Cars & Automotive Zone Dubai Textile City

Dubai Design Centre Heavy Equipment & Trucks Zone

Dubai Energy City International Humanitarian City

Dubai Flower Centre International Media Production Zone

Dubai Gold and Diamond Park Jebel Ali Free Zone

Dubai Healthcare City

Dubai International Financial Centre

Dubai Internet City

Dubai Knowledge Village

15

This list has largely been derived from the Federation of UAE Chambers of Commerce & Industry: http://www.fcciuae.ae/en/freetrade-en.php (which lists 37 free zones) and does

not purport to be comprehensive.

22 Overview of selected UAE free zones

Contacts

If you would like further information on UAE Free Zones, please contact either James McCarthy or Anna Rimmington or your usual Clifford Chance contact.

James McCarthy

Partner, Corporate T: +971 4 362 0628 [email protected]

Anna Rimmington

Senior Lawyer T: +971 4 362 0721 [email protected]

Overview of selected UAE free zones 23

Worldwide contact information

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* Clifford Chance’s offices include a second office in London at 4 Coleman Street, London EC2R 5JJ.

** Linda Widyati & Partners in association with Clifford Chance.

107182-4-351-v3.22 ME-8180-CorASTr

This publication does not necessarily deal with every important topic or cover every aspect of the topics with which it deals. It is not designed to provide legal or other advice.

Clifford Chance, Building 6, Level 2, The Gate Precinct, Dubai International Financial Centre, P.O. Box 9380, Dubai, United Arab Emirates

© Clifford Chance 2014

Clifford Chance LLP is a limited liability partnership registered in England and Wales under number OC323571. Registered office: 10 Upper Bank Street, London, E14 5JJ. We use the word 'partner' to refer to a member of Clifford Chance LLP, or an employee or consultant with equivalent standing and qualifications. Licensed by the DFSA.

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