Business Setup In Dubai International Financial Center [DIFC]

Under the Companies Law, a prospective registrant may seek to establish a company limited by shares (LTD), limited liability company (LLC) or a branch office of a pre-existing foreign company (Recognized Company). A party may also seek to transfer the incorporation of an existing company to the DIFC from another jurisdiction (Continued Company).

Under the Limited Liability Partnership Law a prospective registrant may seek to establish a limited liability partnership (LLP), or a branch of a pre-existing foreign limited liability partnership (RLLP). Under the General Partnership Law, a prospective registrant may seek to establish a general partnership (GP) or branch of a pre-existing foreign general partnership (RP). Under the Limited Partnership Law, a prospective registrant may seek to establish a limited partnership (LP) or a branch of pre-existing limited partnership (RLP). A party may also seek to transfer the existing limited partnership into DIFC from another jurisdiction (Continued Limited Partnership/Foreign Limited Partnership).

An LTD or LLC, may be established in the DIFC by one or more natural persons or corporate entities (persons). LLPs, GPs and LPs may be established by two or more persons provided in the case of an LLP, that a natural person is the “designated member” of the LLP. The Recognized Company may only be set up by another corporate entity, while the Recognized Partnerships may only be set up by other existing partnerships. While LTDs, LLCs, LLPs and LPs are “incorporated” entities, having separate and independent legal status from their incorporator(s), the Recognized Company and Recognized Partnerships are “registered” entity and, as such, are mere extension (and, for purposes of legal authority and liability, is an inseparable part) of the foreign-incorporated company/partnership through whose head office it is registered in the DIFC. A transfer of incorporation, once completed, has the effect of establishing the transferred company in the DIFC as if it were incorporated under the Companies Law. A transfer of limited partnership, once completed, has the effect of establishing the transferred partnership in the DIFC as if it was incorporated under Limited Partnership Law.

Upon the establishment of an LTD, LLC, LLP or LP, the ROC issues to the incorporator(s) a “Certificate of Incorporation”. Upon the establishment of a Recognized Company or Recognized Partnership/Recognized Limited Liability Partnership/Recognized Limited Partnership the ROC issues to the head office or partnership, respectively, a “Certificate of Registration”. Upon transfer of incorporation or limited partnership to the DIFC, the ROC issues to the transferred company a “Certificate of Continuation”.

In all other respects the three documents are identical in form, bearing the seal and signature of the ROC, the name and status of the incorporated, continued or registered entity, its registration number, and the date of issuance.