Corporate Legal Consultancy Services for 100% Foreign Ownership Companies

The investment landscape in the United Arab Emirates has transformed significantly over the last few years. Previously, foreign investors usually required a local partner holding 51% of shares. This traditional “Sponsorship” model often created hesitation among international entrepreneurs. However, the introduction of the UAE Commercial Companies Law (Decree Law No. 32 of 2021) changed everything. Today, global business owners can enjoy total control over their enterprises. Navigating this transition requires more than just administrative filing. It demands specialized Corporate Legal Consultancy Services for 100% Foreign Ownership Companies to ensure long-term compliance and security.

At S & S Lawyers, we understand that legal clarity is the foundation of business success. Based in Sharjah and Dubai, our team provides the expert oversight needed for these modern structures. Whether you are starting a new venture or restructuring an existing one, seeking a legal consultation is the first essential step toward protecting your interests.

Understanding the UAE Commercial Companies Law (Decree Law No. 32 of 2021)

The shift toward full ownership marks a historic milestone for the UAE economy. The government aims to attract global talent and permanent investment. Under the new Decree, the mandatory requirement for a UAE National shareholder was removed for most activities. This allows for a more transparent and direct investment environment for those seeking legal consultants in UAE.

The Shift from Local Sponsorship to 100% Foreign Control

Under the old regime, “Side Agreements” were common to manage the relationship with local sponsors. These agreements often carried inherent legal risks. The new law renders these complex arrangements unnecessary for over 1,000 commercial and industrial activities. Transitioning to full ownership allows you to simplify your corporate governance immediately.

Legal Definitions: Mainland vs. Free Zone Ownership

Historically, 100% ownership was restricted to Free Zones. Now, Mainland companies can also enjoy this privilege. However, the legal obligations differ between these two jurisdictions. Mainland companies fall under the direct supervision of the Department of Economy and Tourism (DET). For those scaling up, utilizing an asset protection guide can help safeguard these new 100% owned entities.

Eligible Business Activities for Full Foreign Ownership

Not every business activity qualifies for 100% foreign control. The UAE government maintains a strategic approach to sensitive sectors. Understanding where your business fits is the primary focus of our Corporate Legal Consultancy Services for 100% Foreign Ownership Companies.

Identifying Positive List Activities in Dubai and Sharjah

Most trading and manufacturing sectors are on the “Positive List.” This means you can own 100% of your LLC without a local partner. In Sharjah, the Economic Development Department (SEDD) provides a clear list of eligible activities. We help clients verify their specific activity codes before they begin the application process.

The “Negative List”: Sectors Requiring UAE National Participation

Strategic sectors still require Emirati involvement for security and national interest. These typically include oil and gas, telecommunications, and defense. Additionally, some retail or recruitment activities might still have specific local requirements. Our experts ensure you don’t waste resources on ineligible structures.

Can a foreigner own 100% of a company in UAE?

Yes, foreigners can now own 100% of mainland companies in the UAE. This became possible through Federal Decree-Law No. 32 of 2021. This law removed the requirement for a local Emirati sponsor for most commercial activities. Investors can now apply for a license through the relevant Department of Economy. This applies to over 1,000 different business activities across the emirates.

Essential Procedures for Corporate Legal Consultancy Services for 100% Foreign Ownership Companies

Setting up a business involves more than just getting a trade license. The legal framework of your company must be robust. This is where professional legal drafting services become invaluable to avoid future litigation.

Drafting and Amending the Articles of Association (AoA)

The AoA is the most important document for your company. It defines how decisions are made and how disputes are settled. When moving to 100% ownership, you must formally amend your existing Memorandum of Association (MoA). Understanding the importance of proper legal drafting is key here to prevent loopholes that could lead to corporate disputes.

Navigating the Department of Economy and Tourism (DET) Requirements

Each Emirate has its own specific procedural nuances. In Dubai, the DET manages the “Instant License” and regular license pathways. In Sharjah, the process involves the SEDD and often the Sharjah Municipality. We act as your legal representative to streamline these interactions, often starting with a virtual legal consultation for your convenience.

What are the benefits of 100% foreign ownership in UAE?

The primary benefit is total operational and financial control. Investors no longer need to pay annual “Sponsorship Fees” to a local partner. This significantly reduces the long-term operational costs for SMEs. Furthermore, it provides greater security for investors during mergers or acquisitions. You have the sole right to appoint the Board of Directors and manage all assets independently.

Managing Legal Risks: Why Expert Consultancy is Mandatory

Operating a business in a foreign country involves unique risks. Even with 100% ownership, you must follow local federal laws. Ignorance of the law is never a valid defense in UAE courts. This is why choosing 2S Lawyers is a strategic advantage for your business.

Protecting Intellectual Property and Business Integrity

Your brand is your most valuable asset. We assist companies in registering trademarks and patents. Furthermore, with the rise of digital threats, businesses must stay updated on cybercrime laws in Sharjah and business compliance to avoid heavy penalties.

Financial Compliance and Dispute Resolution

The UAE has strict AML and Counter-Terrorism Financing laws. Additionally, many companies face issues with corporate banking. If you encounter issues such as banking disputes or need to file a dispute form for fraud, our specialized financial legal team is ready to intervene.

Do I still need a UAE National agent for a professional license?

Yes, for Professional Licenses, a Local Service Agent (LSA) is usually required. This applies to individuals providing services like Legal Consultancy Services, accounting, or medical services. The LSA does not own any shares in the company but manages administrative government tasks. However, some professional entities can now restructure into LLCs to obtain full ownership.

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The Role of Corporate Legal Consultancy Services for 100% Foreign Ownership Companies in 2026

As we move into 2026, the UAE continues to update its regulations. Staying informed about changes like the new UAE minimum wage for Emiratis is crucial for your HR departments. We ensure your corporate structure remains compliant with all labor and social laws.

At 2S Lawyers, led by Dr. Saqr Al Marzouqi, we act as your “Legal Fortress.” We ensure that every document is precise, helping you avoid mistakes in legal memo drafting that could compromise your standing in court.

Frequently Asked Questions 

1. What is the minimum capital for 100% foreign ownership in UAE?

There is no fixed “minimum capital” applicable to all companies. The law generally states that capital must be “sufficient” to achieve the company’s purpose. For a standard LLC, the capital is usually AED 300,000, but it does not always need to be deposited in a bank upfront. Certain activities might have higher requirements. We recommend checking with our consultants for your specific industry.

2. Can I change my existing LLC to 100% foreign ownership?

Yes, existing companies can restructure. You must reach an agreement with your current UAE partner to transfer their shares. This involves a formal share transfer agreement and an amendment to the MoA. Both parties must sign this before a Notary Public. Once the notary approves, the Department of Economy will issue the updated license.

3. Which business activities are excluded from 100% foreign ownership?

The Negative List includes activities with a “Strategic Impact.” This covers sectors like security and defense, banking, insurance, and telecommunications. Some pilgrimage and commercial agency activities are also restricted. Most other commercial and industrial activities are now open for 100% ownership.

4. Does 100% ownership affect my Corporate Tax status?

Yes, all mainland companies are subject to the new UAE Corporate Tax Law. This applies regardless of the ownership percentage. Companies with a profit exceeding AED 375,000 must pay a 9% tax rate. Proper legal and financial structuring is vital to remain compliant with the Federal Tax Authority (FTA).

5. Is 100% ownership available in all Emirates?

Yes, the Federal Decree applies to the entire UAE. However, each local Department of Economy (like Dubai, Sharjah, or Abu Dhabi) may have slightly different administrative procedures. The list of eligible activities can also vary slightly between Emirates. S & S Lawyers provides specialized support across all jurisdictions.

Disclaimer: This article is for informational purposes only and does not constitute formal legal advice.