UAE Branch Registration Rules for Foreign Companies

How do foreign companies register a branch in the UAE in 2026?

• Two approvals required. A mainland branch needs registration with the Ministry of Economy (MoE) and a licence from the local authority (DET in Dubai, ADDED in Abu Dhabi, or the equivalent in other emirates).
• No local service agent required. Ministerial Resolution No. 138 of 2024 removed the requirement for a local service agent and the AED 50,000 bank guarantee.
• The parent company bears full liability. A branch is not a separate legal entity. The foreign parent is responsible for all debts, contracts, and regulatory obligations.
• Activity restrictions apply. A branch can only carry out the same activities for which the parent company is licensed in its home jurisdiction.
• Free zone branches follow different rules. If the branch is established in a free zone, the process is governed by that zone's authority rather than the Ministry of Economy.

Who this applies to

This article is for foreign companies that want to establish a commercial presence on the UAE mainland through a branch office. It applies to international firms in technology, professional services, construction, energy, logistics, and other sectors that need to contract, hire, and earn revenue inside the UAE without forming a separate subsidiary.

Companies considering whether to enter the UAE through a branch, a subsidiary LLC, or a free zone entity should also review our guide on foreign ownership rules in the UAE, which explains the sector restrictions and licensing triggers that affect each structure. For companies that serve sectors including financial services or technology, the choice between a branch and an LLC has specific implications for regulatory licensing, tax treatment, and liability exposure.

The legal framework

Foreign company branches are governed by Title Nine of Federal Decree-Law No. 32 of 2021 on Commercial Companies (the CCL). Article 3 of the CCL applies to foreign companies that establish branches or representative offices in the UAE. The registration process is set out in Ministerial Resolution No. 138 of 2024, which replaced the older Resolution No. 377 of 2010 and is currently the operative regulation.

The key legislation:

• Federal Decree-Law No. 32 of 2021 on Commercial Companies (as amended by Federal Decree-Law No. 20 of 2025)
• Ministerial Resolution No. 138 of 2024 (controls and procedures for registering branches and representative offices)
• Federal Decree-Law No. 37 of 2021 on the Commercial Register

Branch versus representative office versus subsidiary

Foreign companies entering the UAE mainland have three primary options. A branch office, a representative office, and a subsidiary (typically an LLC).

A branch can carry out the same commercial activities as the parent company. It can generate revenue, sign contracts, employ staff, and bid for government tenders. The parent company retains full liability. The branch uses the parent company's trade name. 100% ownership stays with the foreign parent.

A representative office can only conduct market research, promotional activities, and liaison on behalf of the parent. It cannot generate revenue, sign commercial contracts, or transact business. Article 339 of the CCL prohibits representative offices from undertaking any business activity. Representative offices are not required to file audited financial statements or appoint a UAE auditor.

A subsidiary LLC is a separate legal entity. Since Federal Decree-Law No. 32 of 2021, foreign investors can hold 100% of an LLC in most mainland activities without a UAE national partner. The LLC shields the parent company from direct liability, but it requires its own share capital, memorandum of association, and governance structure.

What changed under Resolution No. 138 of 2024

On 30 July 2024, the Ministry of Economy issued Ministerial Resolution No. 138 of 2024, replacing the earlier Resolution No. 377 of 2010. The new resolution made three significant changes to the branch registration regime.

No local service agent. Foreign companies no longer need to appoint a UAE national service agent for a mainland branch. Under the old regime, agents were required by contract, notarised at a public notary, and submitted to the Department of Economic Development. Although agents had no legal authority over branch operations, they could interfere with visa issuance and licence renewals. The removal of this requirement reduces cost and eliminates a source of disputes. Existing branches that still have agent contracts in place should review the termination or non-renewal provisions of those agreements before removing the agent from their trade licence records.

No bank guarantee. The AED 50,000 bank guarantee previously required at the time of branch establishment has been removed. Branches that submitted guarantees under the old regime should contact their banks to arrange cancellation.

Temporary registration. The Resolution allows the Ministry to accept temporary registration applications where the parent company's documents have not yet completed the authentication chain, with a grace period of up to three months to finalise attestation. This addresses one of the most common causes of delay for foreign companies entering the UAE.

Step-by-step registration process for a mainland branch

Step 1: Obtain initial approval from the Ministry of Economy

The process begins with an application to the Ministry of Economy through its electronic services platform. The Ministry reviews the parent company's background, financial standing, and intended business activities.

Documents required at this stage include:

• A reservation of the proposed trade name
• An authenticated certificate of incorporation of the foreign parent company, showing its registered name, nature of business, shareholders, date of incorporation, and capital
• A board resolution (or equivalent corporate authority) approving the establishment of the branch in the UAE and appointing the branch manager
• The parent company's most recent audited financial statements
• A letter of appointment from an auditing firm registered in the UAE, confirming acceptance of the engagement to audit the branch's annual financial statements

All documents must be attested through the standard chain: notarisation in the home country, authentication by the UAE embassy in that jurisdiction, then attestation by the UAE Ministry of Foreign Affairs, followed by certified Arabic translation attested by the UAE Ministry of Justice. This process takes four to five weeks in most jurisdictions. The temporary registration mechanism under Resolution No. 138 of 2024 allows the Ministry to process applications in parallel while attestation is completed, subject to a three-month deadline.

Step 2: Appoint the branch manager

The parent company must formally appoint a branch manager with authority to represent the branch in the UAE. The appointment is recorded in the board resolution submitted to the Ministry. The branch manager's passport copy and UAE visa (if applicable) are required.

Step 3: Secure physical office space

The branch must have a physical address in the UAE. Virtual offices are not permitted. For mainland branches, the lease must be registered through Ejari (in Dubai) or the equivalent registration system in other emirates. The office must comply with local zoning and municipality requirements for the branch's licensed activity.

Step 4: Obtain the local authority licence

After the Ministry of Economy issues the initial approval, the branch must obtain a trade licence from the relevant local licensing authority: the Department of Economy and Tourism (DET) in Dubai, the Abu Dhabi Department of Economic Development (ADDED) in Abu Dhabi, or the equivalent authority in other emirates. Each authority sets its own fees, office size requirements, and activity classifications.

Step 5: Finalise Ministry of Economy registration

Once the local licence is issued, the branch must complete its registration with the Ministry of Economy within one month. The Ministry issues a registration certificate valid for one year. This certificate must be renewed annually.

Document attestation: the most common source of delay

The authentication chain is the single biggest bottleneck for foreign companies. Every corporate document submitted to the Ministry must pass through multiple stages: local notarisation, foreign affairs apostille or legalisation, UAE embassy attestation, UAE Ministry of Foreign Affairs attestation, and legal translation by a certified Arabic translator attested by the UAE Ministry of Justice.

Countries that are party to the Hague Apostille Convention can use the apostille process, which reduces the number of steps. Countries without an apostille arrangement require full consular legalisation, which can add weeks.

Resolution No. 138 of 2024 provides some relief by allowing the Ministry to accept a temporary registration while documents are in the attestation pipeline, but the branch must complete the process within three months or risk having its registration suspended.

Ongoing compliance obligations

A branch registered on the UAE mainland must comply with the following obligations on an ongoing basis:

Annual renewal. The Ministry of Economy registration and the local authority trade licence must both be renewed annually. Late renewal attracts fines and can result in suspension of the branch's operating authority.

Annual audit. The branch must file audited financial statements with the Ministry of Economy each year. The auditor must be registered and licensed to practise in the UAE. This obligation applies to branches, not to representative offices.

Corporate tax. Since 1 June 2023, UAE corporate tax at 9% applies to taxable income exceeding AED 375,000. A branch is a taxable person under Federal Decree-Law No. 47 of 2022. The branch must register with the Federal Tax Authority (FTA), file annual corporate tax returns, and maintain proper accounting records. Companies should review the interaction between branch profits and the parent company's home-country tax obligations to avoid double taxation. Our article on recent UAE tax changes covers the 2026 amendments in detail.

VAT. If the branch's taxable supplies exceed the mandatory registration threshold (AED 375,000 annually), VAT registration with the FTA is required.

UBO disclosure. Under the Economic Substance Regulations and UBO reporting requirements, branches may need to file beneficial ownership information, depending on the nature of the parent company and the activities carried out.

Economic Substance Regulations (ESR). If the branch carries out a relevant activity as defined under the ESR framework, it must demonstrate adequate economic substance in the UAE.

Activity restrictions

A branch can only carry out the activities for which the parent company holds a licence in its home jurisdiction. If the parent company wants the branch to operate in a new sector, it must first update its own licence at headquarters.

Some activities in the UAE require additional regulatory approvals. Financial services require CBUAE, SCA, or DFSA/FSRA licensing depending on the activity and jurisdiction. Healthcare requires Department of Health or MoHAP licensing. Construction requires classification and registration with the relevant municipality.

Activities on the Strategic Impact Activities list (Cabinet Resolution No. 55 of 2021) may require specific approvals or national participation requirements, even where the branch structure otherwise permits full foreign ownership.

Free zone branches

Foreign companies can also establish branches in any of the UAE's 40+ free zones. The process is governed by each zone's own authority rather than the Ministry of Economy. Free zone branches benefit from zone-specific incentives including 0% corporate tax on qualifying income, customs duty exemptions, and simplified visa quotas.

The trade-off: a free zone branch generally cannot trade directly with the UAE mainland market without going through a mainland distributor or establishing a separate mainland licence. Companies that need mainland market access should assess whether a mainland branch, a dual-licence structure, or a mainland LLC better fits their commercial objectives.

For a comparison of free zone and mainland structuring options, see our article on holding company structures in the UAE.

Converting a branch to a UAE company

Federal Decree-Law No. 32 of 2021 allows licensed branches of foreign companies to convert into UAE-incorporated commercial companies. This option may be relevant for foreign companies that have operated through a branch for several years and now want the benefits of a separate legal entity, limited liability, and local corporate identity. The conversion requires compliance with the CCL's provisions on the relevant company form and approval from both the Ministry and the local competent authority.

What companies should do next

Foreign companies planning to establish a UAE branch should:

• Confirm that the parent company's licensed activities match the intended scope of the UAE branch. Any mismatch will block the licensing process.
• Begin the document attestation process early. In jurisdictions without an apostille arrangement with the UAE, the full legalisation chain can take six weeks or more.
• Identify appropriate office space before applying. The physical office requirement is non-negotiable for mainland branches, and the lease must be registered before the licence is issued.
• Engage a UAE-licensed auditor before the branch commences operations. The auditor's acceptance letter is required at the Ministry registration stage.
• Register with the FTA for corporate tax and, if applicable, VAT. Tax registration obligations begin as soon as the branch is licensed and generating income.
• Review existing local service agent contracts. If the branch was established under the old regime, the agent relationship should be formally terminated in accordance with the contract terms before removal from the trade licence records.

Legal advice may be required to assess whether a branch, a subsidiary LLC, or a free zone entity is the right structure for your specific situation, and how the interaction between UAE corporate law, tax rules, and sector-specific licensing affects your entry strategy.

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