Corporation tax: understanding the new situation
The entry into force of the’corporation tax 9% in the United Arab Emirates marks a major turning point. Applied to net profits in excess of AED 375,000, it mainly concerns Mainland companies. Important: this tax applies only to net profits, whatever your turnover. A company with a turnover of AED 10 million but net profits of AED 300,000 will therefore pay no tax. But what about Free Zones?
Companies in a Free Zone are exempt from 0%... provided they meet strict criteria. They must obtain Qualified Free Zone Person status, which means :
- Carry out qualifying activities (manufacturing, ship management, reinsurance, etc.)
- Maintain sufficient economic substance (physical office, employees)
- Limit their transactions with the Mainland (with rare exceptions)
- Comply with transfer pricing rules
A Free Zone loses its tax advantage if it collaborates significantly with the Mainland. In this case, its profits become taxable at 9%. For example, a logistics company based in Jebel Ali loses its exemption if it provides services mainly to Mainland customers.
Set-up and running costs
The structures differ markedly in terms of expenditure. Mainland companies have to bear :
- High licence costs (AED 14,900 to 27,000 depending on the activity)
- Mandatory office rent (ranging from AED 10,000 to AED 50,000/year depending on location and size required)
Free Zones often offer more flexible solutions. Virtual office or flexi-desk packages generally start at between AED 15,000 and 25,000/year in zones such as Dubai Multi Commodities Centre (DMCC). However, rates vary greatly depending on the zone: a physical space in Dubai Science Park costs AED 15,000-40,000/year. 5% VAT applies to both structures for local transactions, With some exceptions, such as Jebel Ali for import/export.
Beware of the potential penalties: failure to comply with the economic substance rules exposes you to fines of between AED 10,000 and AED 50,000 depending on the seriousness of the offence. Clemenceaugroup has been assisting entrepreneurs with these strategic choices since 2019, with a tax compliance rate of 100% among its clients thanks to its network of local experts and its knowledge of the UAE's 45 Free Zones.
Mainland or UAE Free Zone: Which structure should you choose?
Setting up a business in Dubai: how to choose between mainland and free zone in the UAE without getting lost in the regulatory intricacies? This guide compares the key legal structures: mainland and free zone, to help you avoid costly mistakes. Between access to the UAE market (direct for the Mainland, via a distributor for the Free Zone), conditional tax advantages (0% under «Qualified Free Zone Person» status) and constraints such as the compulsory physical office in the Mainland, every detail counts. Find out how to align your choice with your ambitions: local conquest, international development or tax optimisation, with key criteria such as the following residence visas or licence costs.
Choosing your business structure in the UAE: the mainland vs. free zone dilemma
The United Arab Emirates attracts thousands of entrepreneurs every year thanks to its business-friendly environment and world-class infrastructure. However, the success of setting up a business in Dubai or elsewhere in the country depends on a crucial choice: whether to opt for a mainland or free zone legal structure. This decision determines your access to the local market, your tax obligations, your ability to recruit and even your eligibility for public contracts.
A free zone offers undeniable advantages: foreign ownership of 100 %, exemption from corporation tax (for qualified entities), and a simplified registration process. Ideal for international or digital activities, this model is nevertheless limited in terms of operating directly in the local market, except via a distributor or commercial partner. A mainland company, on the other hand, allows full access to Emirati territory, including government tenders, but imposes higher costs and stricter administrative constraints.
Before diving into the detailed comparison, it's essential to understand the key stages involved in setting up a business in Dubai in 2025. This practical guide will take you through the steps involved, from obtaining your licence to setting up your business in Dubai.’opening your bank account. With Clemenceaugroup, specialists in expatriation and setting up companies, you will benefit from personalised support to structure your project according to your objectives.
Mainland and free zone companies: definitions you need to know
mainland: direct access to the Emirati market
A mainland company is registered by the Department of Economic Development (DED) of an emirate. It operates without restriction in the local UAE market and internationally. Since December 2020, it has authorised foreign ownership of 100% for most activities, without requiring a local partner.
For example: a construction company targeting public contracts or a consultancy firm focusing on local clients will prefer this structure. It is subject to a tax of 9% on annual net profits in excess of AED 375,000 (regardless of turnover). A physical office is required, with visas issued according to the surface area of the premises (generally 1 visa per 100-120 square feet in Dubai).
The free zone company: an international gateway
A free zone company establishes itself in a free zone with its own regulations. Each zone targets a specific sector: international trade, technology or finance. For example, the Dubai International Financial Centre (DIFC) attracts banks, while Jebel Ali Free Zone (JAFZA) is ideal for logistics companies.
Advantages: 100% foreign ownership, tax exemptions (subject to conditions) and free repatriation of profits. On the other hand, it cannot sell directly on the local market without a distributor or commercial partner. Costs vary by zone, with flexible options (virtual offices, flexi-desks). Suitable for a tech start-up or a raw materials exporter.
Why consult Clemenceaugroup? The choice depends on your strategy. The mainland company is essential for the local market and public procurement, while the free zone optimises tax advantages for international activities. Regulations are changing: a local expert guarantees an informed decision. Clemenceaugroup supports entrepreneurs in this process, from creation to visas.
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Mainland or free zone: the comparison table for a quick decision
The comparison table below summarises the key criteria for choosing between Mainland and Free Zone in the UAE. This summary enables you to assess the differences in terms of ownership, market access, taxation and operational requirements.
Market access and activities: what's your playing field?
Choosing between a Mainland company and a Free Zone in the United Arab Emirates depends on your target market. If you are targeting the UAE market or government contracts, the Mainland is a must. For a business with an international focus, the Free Zone offers tax advantages and greater flexibility.
The mainland, to conquer the local market
A Mainland company allows you to operate freely throughout the UAE. It is ideal for service businesses such as an architectural firm in Business Bay, a restaurant in Jumeirah or a local construction company. Since 2020, 100 foreign-owned % is allowed in most sectors, removing the need for a local partner for most activities.
Accredited by the Department for Economic Development, it provides access to government contracts and local markets without intermediaries. A physical office is required, allowing visas to be generated according to the surface area rented (approximately 1 visa per 100-120 square feet in Dubai). To guide you, setting up a Mainland LLC with Clemenceaugroup ensures a smooth integration.
The free zone, with international ambitions
The Free Zone is the strategic choice if most of your customers are abroad. It excels in international trade and global services, such as an e-commerce platform delivering outside the UAE or a software development agency working with international clients. The benefits? 0 % corporation tax (subject to conditions), 100 % foreign ownership and simplified registration processes.
However, its access to the UAE market is limited: a local distributor or business partner is required to sell into the Mainland. Key sectors include trading, e-commerce, logistics and B2B services. For a turnkey start-up, setting up a company in the Freezone via Clemenceaugroup guarantees personalised support, from the licence to choosing the right zone for your business.
Tax and costs: the impact on your business model
Corporation tax: understanding the new situation
The entry into force of the’corporation tax 9% in the United Arab Emirates marks a major turning point. Applied to net profits in excess of AED 375,000, it mainly concerns Mainland companies. Important: this tax applies only to net profits, whatever your turnover. A company with a turnover of AED 10 million but net profits of AED 300,000 will therefore pay no tax. But what about Free Zones?
Companies in a Free Zone are exempt from 0%... provided they meet strict criteria. They must obtain Qualified Free Zone Person status, which means :
A Free Zone loses its tax advantage if it collaborates significantly with the Mainland. In this case, its profits become taxable at 9%. For example, a logistics company based in Jebel Ali loses its exemption if it provides services mainly to Mainland customers.
Set-up and running costs
The structures differ markedly in terms of expenditure. Mainland companies have to bear :
Free Zones often offer more flexible solutions. Virtual office or flexi-desk packages generally start at between AED 15,000 and 25,000/year in zones such as Dubai Multi Commodities Centre (DMCC). However, rates vary greatly depending on the zone: a physical space in Dubai Science Park costs AED 15,000-40,000/year. 5% VAT applies to both structures for local transactions, With some exceptions, such as Jebel Ali for import/export.
Beware of the potential penalties: failure to comply with the economic substance rules exposes you to fines of between AED 10,000 and AED 50,000 depending on the seriousness of the offence. Clemenceaugroup has been assisting entrepreneurs with these strategic choices since 2019, with a tax compliance rate of 100% among its clients thanks to its network of local experts and its knowledge of the UAE's 45 Free Zones.
Day-to-day practical implications: visas, banking and substance
Choosing between Mainland and Free Zone in the UAE goes beyond tax advantages. Here are the challenges associated with visas, open banking and economic substance, often underestimated but decisive.
Flexible residence visas
Mainland companies obtain residency visas according to the size of their office (around 1 visa per 100-120 square feet in Dubai), ideal for large structures. Free Zones limit visas according to the type of office: 1 to 2 visas for a virtual office (e.g. DMCC), 3 to 6 for a physical office (e.g. Dubai Internet City). This is suitable for small teams or start-ups, but not for companies with a large workforce.
Easy to open a bank account and economic substance
Banks prefer Mainland companies, which are considered more «substantial» thanks to their physical offices and local visas. Free Zones, especially with virtual offices, have to prove their activity through contracts or invoices. The concept of economic substance (ESR) requires proof of a real presence: employees, physical assets, or decisions taken locally. Failure to comply can result in fines of between AED 10,000 and AED 50,000, or loss of licence in serious cases.
A seemingly inexpensive virtual office can hide high bank charges (e.g. minimum balance of USD 130,000 at some banks). At Clemenceaugroup, we help entrepreneurs avoid these pitfalls. Do you need personalised advice?
So, mainland or free zone? Make the right choice for your project
Summary: the ideal structure for every project
The choice between Mainland and Free Zone depends on your business and your objectives. The Mainland is suitable for targeting the local market, government tenders or when you need a large number of visas. The Free Zone is for international 100 % activities, start-ups or sectors covered by a specialised zone (eg. DMCC for trade, JAFZA for logistics). It offers 100 % of foreign ownership, tax benefits (0 % corporation tax for qualified entities) and visas linked to the size of the office.
There is no one-size-fits-all solution: it all depends on your ambitions and your sector.
The importance of support to avoid making mistakes
UAE rules are changing rapidly. A non-designated Free Zone may lose its tax benefits if it generates most of its turnover in the Mainland. In the Mainland, an office that is too small limits the number of visas available. These costly mistakes can be avoided with the help of experts like Clemenceau Group.
We can help you make the right choice, by analysing your business model and tax advantages (VAT of 5 % in the Mainland vs. 0 % in certain designated areas). Find out about the mistakes to avoid and our tailor-made services to help you set up successfully: feasibility study, company formation, cost optimisation.
The choice between Mainland and Free Zone depends on your project, your target market and your visa or visa requirements. taxation. To avoid costly mistakes, the support of experts like Clemenceau Group is essential. Contact us today for a personalised consultation and make your move to the Emirates a reality with complete peace of mind.
What is the difference between a Mainland company and a Freezone company?
Mainland companies are registered with the Department of Economic Development (DED) and operate freely in the local UAE market and internationally. They require a physical office and allow direct access to public markets. Freezone companies, on the other hand, are created in specific economic zones, with 100 % of foreign ownership. They are ideal for international trade, but must go through a local distributor to access the UAE Mainland market. The choice depends on your target market and your visa or infrastructure requirements.
What is the average cost of setting up a Freezone company in Dubai?
The cost of setting up a company in Freezone varies between AED 10,000 and AED 50,000, depending on the zone chosen (e.g. DMCC, RAKEZ) and the activities authorised. This includes licence, virtual or physical office and registration fees. Zones such as Jebel Ali (JAFZA) or Ras Al Khaimah (RAK FTZ) offer competitive deals. This compares with AED 20,000 to AED 40,000 for a Mainland company, plus a compulsory office rent.
What are the tax advantages of a Freezone?
Freezone companies benefit from a corporation tax rate of 0 % if they meet the Qualified Free Zone Person (QFZP) criteria, such as qualifying activities and local economic substance. Otherwise, they are subject to the standard rate of 9 %. Mainland companies systematically pay 9 % on net profits in excess of AED 375,000. Both structures are subject to VAT at 5 %, with exceptions for import/export in certain zones.
How do I choose between Mainland and Freezone for my business?
Opt for the Mainland if you are targeting the local market, government contracts or need numerous visas (linked to the size of the office). The Freezone is suitable for international 100 % activities, start-ups or specialised sectors (e.g. tech, health). For example, a restaurant in Dubai will need a Mainland licence, while an international e-commerce platform will thrive in the Freezone thanks to its flexibility and tax advantage.
What are the hidden costs of Mainland companies?
Mainland involves a compulsory physical office (rent of around AED 20,000/year minimum), area-related visas (1 visa for around 100-120 sq ft in Dubai), and compulsory annual audits. Licence fees (AED 20,000 to 40,000) also include government approvals. Freezone, on the other hand, offers flexible options (virtual office, flexi-desk) but limits the number of visas at no extra cost. Both structures have variable costs depending on the emir and local regulations.
Can a foreigner hold 100 % from his Mainland company?
Yes, since 2020, foreigners can hold 100 % of their Mainland company in most sectors. Previously, an Emirati partner was mandatory. This opens up the Mainland to companies targeting the local market or government contracts, with the flexibility of a structure without a local partner.
What are the challenges of a Mainland society for foreigners?
Challenges include higher initial costs (physical office, audits), stricter regulations, and multiple administrative formalities (government approvals). Foreigners must also ensure tax compliance (9 % tax on net profits over AED 375,000) and visas (linked to the size of the office). The Freezone is simpler for international activities, but the Mainland is essential for a strong local presence.
Legal structure, licence, real budget, visa, bank account and pitfalls to avoid. Download the complete guide to setting up your company in Dubai with peace of mind.
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