Private Company (Ltd.), a company limited by sharesUAE · DIFC
What it takes to form, own and run a private limited company in UAE · DIFC, and how its profit is taxed. Each figure links to the page it was read from.
This company type
At a glance
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The Liability of a Shareholder of a Company is limited to the amount, if any, that remains unpaid on the Shares held by that Shareholder.
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A minimum of 1 Shareholder. - A minimum of 1 Director. - The issued share capital must be greater than 0.
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A minimum of 1 Shareholder. - A minimum of 1 Director. - The issued share capital must be greater than 0.
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Free zone entities (like DIFC) may benefit from 0% tax on qualifying income.
Form it
Who registers it
- Registry
- Formed without visiting
- Yes
- Formed online
- Yes
What it takes to form
- A notary
- Not required
- A resident director
- Not required
- Paying up the capital
- No minimum share capital for a Private Company (Art 35(2)); the rule that a share be Paid Up at least one-quarter applies to a Public Company only (Art 35(3)(b)). A Private Company may allot shares as Paid Up only for cash, unless the board follows Art 37(2) for other consideration.
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(3) A Public Company: (a) shall have an issued and allotted share capital (excluding treasury shares) of no less than $100,000 at any time; and (b) shall not allot a Share except as Paid Up at least as to one-quarter (1/4) of its value
Own it
Who may own and run it
- Directors
- At least 1 · none need live there · individuals only
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A minimum of 1 Shareholder. - A minimum of 1 Director. - The issued share capital must be greater than 0.
- Shareholders
- At least 1 · at most 50 · a company may be one
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A minimum of 1 Shareholder. - A minimum of 1 Director. - The issued share capital must be greater than 0.
- Members
- At least 1 · at most 50 · one person may form it alone
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A minimum of 1 Shareholder. - A minimum of 1 Director. - The issued share capital must be greater than 0.
- A local company secretary
- Not required
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The appointment of a company secretary is optional.
- A local registered agent
- Not required
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A Registered Person shall, at all times, have a registered office in the DIFC to which all communications and notices to the Registered Person may be addressed.
Each year, at the registry
- Annual registry fee
- USD 12,000 (about €10,499)
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License fees upon incorporation and annually
- Accounts on the public record
- Not stated
The registry’s and the law’s own pages do not mention it.
- Audit for a small company
- Not required
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a Private Company is not required to comply with the requirements in Article 124(4)(b)
- Audit
- Audited accounts within seven months of year end for a non-small private company; a small private company (20 or fewer shareholders, or turnover of USD 5 million or less) files accounts within nine months. A private company appoints an auditor within six months of year end.
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Audited Accounts, within seven (7) months from the end of
Important dates
When each obligation falls due, as the authority states it.
- Provide ultimate beneficial owner information in the incorporation application
- Not in our records
With DIFC Registrar of Companies
Not stated on assets.difc.com/v1/media/edge/images/dubaiintern0078-difcexperie96c5-production-3253/media/project/difcexperiences/difc/difcwebsite/documents/business-section-documents/starting-a-business/starting-a-business---hanbook-fees/non-financial-and-retail-checklist/private-company-non-financial-and-retail-handbook.pdf when checked
- First annual general meeting
- Not required for this type
With DIFC Registrar of Companies
A private company need not hold an annual general meeting unless its Articles require one (Companies Law Art. 86(1)).
- Annual general meeting
- Not required for this type
With DIFC Registrar of Companies
Only if the Articles require it (Art. 86(1)).
- File audited accounts
- 7 months after the end of the accounting period
With DIFC Registrar of Companies
Seven months after the financial year end for a non-small private company (audited); nine months for all other private companies. Compliance Calendar of the DIFC Private Company handbook.
- Appoint an auditor
- 6 months after the end of the accounting period
With Company (resolution of Directors)
Appointment within six months after the end of the financial year or, if earlier, before the accounts are sent to Shareholders (Companies Law audit article).
- Licence renewal and confirmation statement
- Not in our records
With DIFC Registrar of Companies
Not stated on assets.difc.com/v1/media/edge/images/dubaiintern0078-difcexperie96c5-production-3253/media/project/difcexperiences/difc/difcwebsite/documents/business-section-documents/starting-a-business/starting-a-business---hanbook-fees/non-financial-and-retail-checklist/private-company-non-financial-and-retail-handbook.pdf when checked
- Change of Director or Company Secretary
- 30 days after change of officers
With DIFC Registrar of Companies
- Change of registered address
- 30 days after change of registered office
With DIFC Registrar of Companies
- Update shareholder details
- 30 days after change of shareholders
With DIFC Registrar of Companies
- Change of ultimate beneficial owners
- 30 days after change of beneficial owners
With DIFC Registrar of Companies
- Amendment of the Articles of Association
- 30 days after change of articles
With DIFC Registrar of Companies
- Register for VAT with the Federal Tax Authority
- 30 days after vat threshold crossed
With Federal Tax Authority
Mandatory when taxable supplies exceed AED 375,000 a year.
What is public
- Directors
- Public
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The Registrar shall maintain the register of Companies and Recognised Companies by recording the following details, insofar as they may be relevant, in respect of each Company and Recognised Company
- Shareholders
- Public
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The Registrar shall maintain the register of Companies and Recognised Companies by recording the following details, insofar as they may be relevant, in respect of each Company and Recognised Company
- Beneficial owners
- To the authorities only
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The Registrar shall maintain the register of Companies and Recognised Companies by recording the following details, insofar as they may be relevant, in respect of each Company and Recognised Company
Tax
Tax on profit
How this company type is taxed, which can differ from its place’s headline rate.
Varies · 0–9%+3 regimes
UAE Corporate Tax is 9% on net profits; free zone entities such as DIFC may benefit from 0% on qualifying income (handbook).
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Free zone entities (like DIFC) may benefit from 0% tax on qualifying income.
Special regimes that may apply
- Qualifying Free Zone Person free zone · 0%
A qualifying free zone person Federal Decree-Law No. 47 of 2022 on the Taxation of Corporations and Businesses, art. 18 - Participation Exemption holding · 100% exempt
Taxable persons holding a Participating Interest — a 5% or greater ownership interest in the shares or capital of a juridical person, held or intended to be held for at least twelve uninterrupted months Federal Decree-Law No. 47 of 2022 on the Taxation of Corporations and Businesses, art. 23 - Foreign Permanent Establishment Exemption other
Resident persons with foreign permanent establishments Federal Decree-Law No. 47 of 2022 on the Taxation of Corporations and Businesses, art. 24
Whether a company qualifies depends on its activity and conditions set in each statute.
- CFC rules in United Arab Emirates
- Not in our records
Close it
Closing it
The other end, which most guides leave out.
- Route
- Strike off under Articles 32 and 33 of the Operating Law (Companies Law Art. 150), or transfer of incorporation to a foreign jurisdiction on a Special Resolution and the Registrar's authorisation (Art. 145).
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A Company may, if it is authorised by: (a) a Special Resolution; and (b) the Registrar in the manner prescribed in the Regulations, apply to the appropriate official or public body of a foreign jurisdiction
- Statutory fee
- USD 200 (about €175)
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Voluntary Strike off a DIFC Entity (an additional charge of AED 20 is applicable for Knowledge and Innovation fees) For All Legal Structures $200 $200
Every business in UAE · DIFC
VAT
- Standard rate
- 5%
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VAT 5% (AED)
- Other rates
- Not stated
- Registration threshold
- AED 375,000 · about €89,335
total value of taxable supplies and imports; previous 12 months, or expected within the next 30 days
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Businesses resident in the UAE: Registration for VAT is mandatory if: - The total value of taxable supplies and imports exceeds AED 375,000 over the past 12 months, or is expected to exceed that threshold within the next 30 days.
- Voluntary registration
- Yes
A resident business below the mandatory threshold may register voluntarily once its taxable supplies, imports or taxable expenses exceed AED 187,500 in the past 12 months or are expected to within 30 days.
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Businesses resident in the UAE that make taxable supplies may register voluntarily for VAT if: - The total value of taxable supplies, imports, or taxable expenses in the past 12 months, or expected in the next 30 days, exceeds AED 187,500 (the voluntary registration threshold).
- A foreign company
- Registers from its first taxable supply; no local representative required
A non-resident business must register for VAT if it makes taxable supplies in the UAE, even where the value of those supplies does not exceed the AED 375,000 threshold, unless another party in the UAE is responsible for settling the VAT on those supplies. Registration is made directly through an EmaraTax account; no representative is required.
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Non-resident businesses: VAT registration is mandatory if: - The business makes taxable supplies in the UAE, even if the value of supplies does not exceed the threshold, unless there is another party in the UAE responsible for settling the VAT on those supplies.
- Returns filed
- Depends on the business
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Once you have registered for VAT in the UAE, you are required to file your VAT return and make related VAT payments within 28 days from the end of your tax period.
- Tax authority
- Registration page read 2026-10-22
Portals and registers
- Business registerMinistry of Finance – Agreements Avoiding Double Taxation
- Tax authorityFederal Tax Authority (FTA)
- Tax treatiesCustoms and Port Security (ICP)
Payment and banking services
2 services name United Arab Emirates on their own list: Paysera, Stripe. Each provider, and what a listing means.
Reference
Its name and code
- Kind
- Private limited companyDerived our grouping, the same words in every country
- Name in law
- Private Company (Ltd.), a company limited by shares
- Identifier
- AE-DIFC-LTDA form ISO 20275 does not list.