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Company Formation

By Hamriyah Free Zone

Being quality conscious and ISO certified, Hamriyah Free Zone procedures for setting up a company are easy and well streamlined. The simple procedures and formalities make it possible to obtain a license within 24 hours of submitting all requisite documents.

The basic steps towards establishing a branch or incorporating a new company (FZE/FZC):

  • The investor completes the license application form and provides his project details
  • The project is given a 'provisional approval' so that legal documents may be prepared
  • The investor provides all documents of the parent company for opening a branch of a local/international company (for new incorporations, an FZE/FZC application submitted and the minimum capital is deposited with a UAE Bank for a temporary period of one-two days)
  • Signs Agreement and makes payments
  • Issuance of lease and licence
  • For new incorporations: Certificate of Incorporation etc. will also be issued

Branch of a local / international company

Whether the branch is of a local company or of an international company, no capital is required to be deposited with the bank. The following documents should be provided:

Local company:

  • License or Certificate of Commercial Registration from the Economic Department (notarised copy)
  • Memorandum and Articles of Association of the company (notarised copy)
  • Board Resolution for opening a branch in Hamriyah Free Zone and to appoint the manager for the Free Zone operations (notarised copy) with his passport copy and Power of Attorney
  • Bank's reference letter regarding creditworthiness of the company (original)

International company:

  • Certificate of Incorporation/Good-standing (notarised copy)
  • Memorandum and Articles of Association of the company (notarised copy)
  • Board Resolution for opening a branch in Hamriyah Free Zone and to appoint the manager for the Free Zone operations (notarised copy) with his passport copy and Power of Attorney
  • Bank's reference letter regarding creditworthiness of the company (original)

New incorporation: Free Zone Establishment (FZE) / Free Zone Company (FZC)

Free Zone Establishment (FZE) is a single share holder limited liability company which can be incorporated in Hamriyah Free Zone. The minimum capital requirement for incorporating a Free zone Establishment (FZE) is Dhs.150,000 (Approximately $40,000). However Free Zone Company (FZC) will be a similar incorporation with multiple shareholding (maximum five shareholders).

Application for registration of FZC and application for registration of FZE.

Important aspects of an FZE / FZC

  • An FZE / FZC is a limited liability entity
  • Not only natural persons but juristic persons like companies can also incorporate FZE/FZCs in Hamriyah Free Zone
  • The Registration/Incorporation Charge is Dhs.9,000
  • FZE / FZC's, like branches of local or foreign companies, will have to get a Free Zone License after incorporation/registration
  • An FZE will be sole shareholder company. An FZC will be multi shareholder company with two to five shareholders
  • The minimum share capital for FZE/ FZC is AED.150,000. This will not be blocked, but can be used for business
  • FZE shares shall be in multiples of AED.150,000/- whereas FZC shares shall be in multiples of AED.1,000/-
  • No share may be transferred without prior written approval of HFZA
  • The financial years shall be from January to December each year, except the commencement of the first year which shall be the date of incorporation

Incorporation procedure

  • An FZE application (also contains format of memorandum) needs to be submitted with documents
  • On Approval of the project for which the FZE/FZC is proposed to be incorporated, HFZA will issue a letter to a UAE bank of the investor's choice to open an account in the name of the FZE/FZC and to deposit the minimum capital
  • On production of bank's letter for receiving the minimum capital in the new FZE/FZC bank account, HFZA will issue a FZE / FZC Certificate of Incorporation after signing the agreement and making payments
  • The investor can start withdrawing the amount for his business on submission of original Certificate of Incorporation to the bank

Minimum legal requirements

  • Free Zone Establishments (FZE) / Free Zone Company (FZC) should abide by the FZE / FZC Implementing Rules and Regulations. FZE Implementing Rules and Regulations are equivalent to its Memorandum and Articles of Association where as FZC Implementing Rules and Regulations are equivalent to its Articles of Association
  • FZE/FZE should submit its audited financial statements to Hamriyah Free Zone Authority every year within three months from the end of the financial year
  • There should be at least two directors and a secretary for FZE / FZC's
  • If a foreign national is to be appointed as a director or secretary, HFZA may require that such persons hold valid residence and work permit from the relevant authorities
  • At least one of the directors and the secretary must be residents
  • The offices of director and secretary may be held jointly by a single person