Commercial Licensing Division - trakhees.aetrakhees.ae/en/cld/Client Procedures/CLS/CLD-CS-P01... · The entire legal document must be notarised and attested by UAE embassy in the

CLD-CCS-P01

Commercial Licensing Division PROCEDURE FOR NEW LICENSES

Classification: Public

Revision: 05 April 2017 Page 1 of 17

1. PURPOSE

The purpose of this procedure is to provide information to interested parties regarding the

application for new Licenses & Registration, the legal types and the necessary documents

required during submission.

2. SCOPE:

This procedure will apply to all Clients within Trakhees’ jurisdiction, and will also involve any

external parties concerned with the Clients requirements.

3. FEES AND COPMLETION PERIOD

3.1 Service Fees Time delivery

3.2 Trade Name reservation 220 DH * 5 min.

3.3 Initial Approval 120 DH 24 hours

3.1 License Issuance Not Fixed On time of receiving the bank letter from the

client.

*220 DH as default & additional fees will be charged if special features added into the trade name.

4. PROCEDURE:

Clients are advised to approach Trakhees’ Offices with their requests.

There are two type of License provided by CLD:

1. Free Zone Licenses (For general requirements please refer section 3.3)

2. Local Licenses (For general requirements please refer section 3.4)

4.1 Trade Name Reservation:

Clients may approach TRKHEES-CLD offices and request for Trade Name Reservation and submit

the below required documents:

Name Reservation Form

Passport copy for (local)owner ,For (non-local) owner passport copy + visa copy needed.

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TRAKHEES-CLD generate the payment advice, client should settle the payment and collect the Trade Name

Certificate directly from front desk offices by showing the receipt.

4.2 Initial Approval:

4.2.11nitial Approval for Federal licenses:

Clients may approach TRKHEES-CLD offices and request for Initial approval and submit the below required

documents:

Registration Licensing Application form (TIL).

For Local & GCC Client Passport, For Non-Local Passport Copy + Visa page NOC from the

Sponsor (for non-local)If on visit or Tourism Visa (Copy of Visa) or Airport entrance stamp.

Other governments Approval for some nationalities (CID).

Nationalities Visa or Visit Visa Documents

Required for

Visa from

Another city

In UAE or visit visa .

Iraq Visa Bank account Statement for 6 months.

Iran Visa Bank account Statement for 6 months

Yemen Visa Bank account Statement for 6 months

Somalia Visa Bank account Statement for 6 months

Palestine Visa Bank account Statement for 6 months

Morocco Visa or visit visa Bank account Statement for 6 months

Lebanon Visa or visit visa Bank account Statement for 6 months

Lybia Visa or visit visa Bank account Statement for 6 months

Syria Visa or visit visa Bank account Statement for 6 months

for visit visa ;

bank statement for 3

months required .

Saint Kitts and Nevis Visa or visit visa Bank account Statement for 6 months

St. Christopher

and Nevis

•Visa or visit visa Bank account Statement for 6 months

CLD-CCS-P01




Payment advice will be generated to be settled by the client. Once the payment is settled and the required

approval is done, client can collect Initial Approval Certificate from the front desk offices.

4.2.2 Initial Approval for Free Zone Licenses:

Client apply online by submitting the below required documents in Trakhees website.

For online application help, please refer to (Section 3.1.28&29) of below

link:

http://trakhees.ae/en/Documents/Online_Admin_ExternalUserManual%20-%20CLD%20web.pdf

Application for License (Free Zone).

FZ/FZCO Registration Form.

Trade Name Certificate.

Environment Health & Safety form

Valid Passport Copy + Visa page of all shareholders, owner and manager.

NOC letter from the sponsor/employer (for Non-Local)

Personnel information form (Manager/Owners).

Specimen of Signature for (Manager/Owner)

Board Resolution (Owner/s Declaration).

For online submissions TRAKHEES-CLD will check the below required documents

availability and update the system as follow:

a) Accept: If the submissions comply with requirements and payment advice will

be generated to be paid.

b) Reject: If the submissions not comply with requirements. Applicant can apply

again with new submission number.

c) More information: If note any missing document, CLD will reject the

submission and advice to re-upload the missing information. Applicant should

re-upload the requested information with the same submission number.

Once the payment is settled and external approvals are done, client can collect the Initial Approval

Certificate from TRKAHEES-CLD front desk.

Note:-The transaction & the payment advice will be cancelled if the client exceed 1 month without

paying from the issue date of the payment advice.

4.3 TYPES OF LICENSES UNDER FREE ZONE LAW


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For all below types of Free Zone License, clients apply online by submitting the required documents

in Trakhees website. TRAKHEES-CLD will check required documents availability and generate payment

advice for registration to be paid.

Clients approach TRKHEES-CLD offices to collect the request bank letter(to open account in the bank) to

submit then to the bank.

Once the confirmation bank letter is ready, client should submit the original copy to TRKHEES-CLD

offices.

Payment advice for license issuance will be generated to be settled by the client.

Once the payment is settled client can collect print out license from the front desk offices.

For online application help, please refer to (Section 3.1. 30) of below link:


4.3.1 Free Zone Establishment (FZE):

The Free Zone Establishment (FZE) is a legal entity incorporated/registered

by a single shareholder. The shareholder can either be an individual or a

corporate. The minimum required capital to establish FZE is 50,000 AED

represented by one share. Any additional capital shall be in multiples of

AED 50,000

Registration Fees: 10,000 AED (One Time Only).

Note:

The Share capital will be deposited in the company account and the bank will

issue Confirmation Letter and after the issuance of trade license, the client

can withdraw the share capital.

4.3.2 Free Zone Company (FZCO):





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FZCO is a legal entity incorporated/registered with a minimum of two

shareholders and maximum of five shareholders. Shareholders can either be

individuals or non-individual(s)/corporate. A minimum share capital

required is -50,000 represented by five hundred shares. Each share shall be of

a value of AED1, 000/- or its multiples.

Registration Fees: 15,000AED (one time only)

4.3.3 Branch Company (Existing Trakhees Free Zone License):



Companies having valid registration and valid Free Zone license from

Trakhees can apply for a branch Company within same zone.

Registration Fees: 5000AED (one time only)

4.3.4 Open Branch from Overseas Company



Note:

The entire legal document must be notarised and attested by UAE

embassy in the parent company and ministry of foreign affairs in UAE.

At the renewal stage of the Branch, Good legal standing of the parent

company must be submitted with attestation)

Registration Fees: 5000 AED (one time only)



CLD-CCS-P01




4.4 TYPES OF LICENSES UNDER LOCAL LAW

For all types of Local Law License, clients may approach TRKHEES-CLD offices and submit the required

documents. Payment advice will be generated to be settled by the client. Once the payment is settled, client can

collect print out License from the front desk offices.

4.4.1 Sole Establishment:

It is an establishment owned by a sole proprietor to operate an economic

activity (commercial, professional, industrial, agricultural or real property). An

establishment’s financial liability is linked to the proprietor who shall be

responsible for all its financial obligations

*Note:-for non-local owner ;it is necessary to appoint local service agent .

4.4.2 Civil Companies:

4.4.2.1 A civil Company is each company that undertakes directly a

specific profession as its target and partners depend, for their

earnings, on the practicing of activities which involve the use or

investment of intellectual faculties more than depending on

speculation, materials, or others’ work.

4.4.2.2 Under Dubai Local Order No. 63 of 1991 on licensing professionals

and tradesmen in the Emirate of Dubai, it is allowed for a number

of normal individuals to practices a service or professional activity

as distinct form, a commercial one, the business takes the form of a

“Business Partnership” in accordance with the provisions of the

rules (from 683 to 690) of the Federal Civil Dealings Law.

Professional companies may be 100% foreign owned. However, it

is necessary to appoint a “Local Service Agent”.

4.4.2.3 The obligations of the local service agent towards his principal and

third parties shall be restricted to render the usual experience in

order to enable him to practice the professional or craftsmanship

work without holding any responsibility or financial commitment in

respect of his principle’s business or activity inside the Emirate or

abroad. The relations between the two parties shall be regulated by

any agency agreement.

4.4.3 General Partnership:

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4.4.3.1 A general partnership is an arrangement between two or more

partners whereby each of the partners is jointly and severally liable

to the extent of all their assets for the company’s liabilities.

4.4.3.2 Only UAE nationals are allowed to be partners in a general

partnership.

4.4.3.3 The name of the company shall be made up of the name of all

partners, and its name might be limited to the name of one or more

partners and adding a word to modify the presence of the company.

In addition to that the company may have a special commercial

name, if the name of a person other than the partners was

mentioned in the name while he is aware of that, the said person

shall be responsible in partnership for the company’s obligations.

4.4.3.4 All partners shall be considered a dealer, and the bankruptcy of any

partner leads to the bankruptcy of all partners.

4.4.3.5 The company shares may not be represented in negotiable

certificates.

4.4.3.6 Partners are severally responsible in all their money for the

company’s obligations and any agreement to the contrary might not

be made against Third Parties.

4.4.3.7 The company administration shall be undertaken by all partners,

unless the company contract or an independent contract assigns the

administration to a partner or to a non-partner party.

4.4.4 Simple Limited Partnership:

4.4.4.1 A simple limited partnership is a company formed by one or more

general partners liable for the company liabilities to the extent of all

their assets, and one or more limited partners liable for the company

liabilities to the extent of their respective shares in the capital only.

4.4.4.2 Only UAE nationals are allowed to be general partners.

4.4.4.3 The name of the company shall be made up of the name of one or

more of the limited partners, adding a word to modify the presence

of the company. In addition to that the company may have a special

commercial name.

4.4.4.4 The name of the limited partner may not be mentioned in the

company name, if it was mentioned with his knowledge of that, he

shall be considered a partner for Third Parties in good faith.

4.4.4.5 The simple limited partnership shall be a partnership for all partners

and shall be subject to all the rules of partnerships.

4.4.5 Private Joint Stock Company:

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4.4.5.1 A number of founders, not less than three, may establish a Private

Joint Stock Company.

4.4.5.2 The shares of a Private Joint stock Company cannot be offered to

the public or for the Public Subscription.

4.4.5.3 The founders must subscribe all capital and minimum requirement

for such capital is Dh. 2 million.

4.4.5.4 A Private Joint stock Company is subject to all rules and

regulations pertaining Private Joint stock Companies, except for

rules and regulations of the Public Subscription.

4.4.5.5 A Private Joint Stock Company may be converted into a Public

Joint Stock Company, in order to do so the following conditions

must be satisfied:

1) The nominal value of the issued shares is fully paid up.

2) A period of not less than two financial years has expired

3) During the two years preceding the application for conversion,

the company has achieved net profits, distributable to the

shareholders whose average is not less than 10% of the capital.

4) A resolution of the extraordinary assembly for the conversion of

the company is adopted by the majority of three-quarters of the

company capital.

4.4.6 Limited Liability Company (LLC):

4.4.6.1 Limited Liability Company is one with limited liability, where the

number of partners may not exceed fifty and should not be less than

two. Each of the partners shall only be liable to the extent of his

share in the capital. The partners’ participation should not be

represented by negotiable certificates.

4.4.6.2 The name of the Limited Liability Company shall be taken from its

purpose or from one or more of the names of partners, the statement

Limited Liability Company shall be added to the company's name,

stating the company's capital.

4.4.6.3 Other than the insurance, banking, and investment businesses for

others, the Limited Liability Company shall be entitled to practice

any legal business.

4.4.6.4 The company may not resort to Public Subscription to make up its

capital or to increase it or to get the necessary loans, and it may not

issue any negotiable stocks or shares.

4.43.2.6.5 The minimum share capital shall be AED 300.000 divided into

equal shares with a minimum face value of AED. 1.000 per share.

4.4.6.6 Shares may not be divided, and if several people owned it, they

shall choose one to be an individual owner against the company,

and it may fix for the share owners a time for such selection,

provided that after that date, the share may be sold to its owners, in

which case partners shall enjoy a priority in purchase.

CLD-CCS-P01




4.4.6.7 Losses and profits shall be divided equally among shares unless

otherwise herein stated.

4.4.6.8 The share of each partner shall be transferred his heirs and the ones

mentioned in the will shall be treated as heirs.

4.4.6.9 A Limited Liability Company can be managed by manager /

managers that may be selected from among the partners or any

other parties providing that they do not exceed a total of five

persons.

4.4.6.10 The manager(s) shall be appointed by memorandum of association

or by a separate management contract for limited/unlimited terms.

If the manager/managers are not appointed as stated in the above

paragraph, the General Assembly of the partners will appoint them.

4.4.6.11 Unless otherwise stated in the MOA, the company manager shall

enjoy full powers of administration, and his acts shall be binding to

the Company, provided that it is supported with stating the capacity

he enjoys.

4.4.6.12 The manager's resolution shall be as responsible as that of the

company board, all conditions in the company contract contrary to

that shall be invalid.

4.4.7 Foreign Companies:

4.4.7.1 Excluding the foreign countries licensed to practice its business in

the country free zones, foreign countries may not practice its main

business in the state, and may not establish branches unless licensed

to do that by the Ministry of Economy after obtaining the approval

of the concerned authorities, which license shall specify the

business it is licensed to practice, provided that such license may

not be issued unless the company has a national agent, and if the

agent was a company, it shall hold the state's nationality and all its

partners shall be nationals.

4.4.7.2 The obligations of the agent towards his company and third parties

shall be limited to rendering the services required for the company

without holding any responsibility or financial commitment in

respect of his company's branch or office business or activity inside

the Emirate or abroad.

4.4.7.3 Foreign companies licensed to work in the state based on the

provisions of the above paragraph may not start their business in the

state unless they are registered in the Foreign Companies Register

in the Ministry of Economy.

4.4.7.4 The offices and branches of the foreign companies shall be the

headquarters of its business and its business shall be subject to the

provisions of the law.

CLD-CCS-P01




4.4.7.5 The foreign companies, its offices, and branches shall have an

independent budget, independent profit /loss accounts, and shall

have an auditor.

4.4.7.6 If the foreign companies, or their offices, or branches practiced

their business inside the state without carrying out the

abovementioned provisions, the persons practicing such business

shall be personally and severally responsible for that.

4.5 Requirements of Free Zone Company (FZCO) & Free Zone

Establishment (FZE)

For Individual Client:

1 Free Zone Application Form Typed

2 FZ/FZCO Registration Form Typed

2 Trade Name Certificate Typed

2 Environment Health & Safety form Typed

3 Valid Passport Copy + Visa page of all shareholders and

manager

copy

4 NOC letter from the sponsor/employer (for Non-Local) Original

5 Personnel information form (Manager/Owners) Original

6 Specimen of Signature for (Manager/Owner) Original

7 Valid Lease Agreement attested by RERA Copy

8 Board Resolution (Owner/s Declaration) Original

9 Third party approval if activity required Original

10 Accommodation tenancy contract for Non-local manager

/partner/ owner

Copy

11 Accommodation contract of all managers and shareholders

If the client has paid 5% of his accommodation fee to DEWA,

than no need to pay again the same fees only need to prove

the payment bill from DEWA.

Note:

1- Except Dragon Mart tenant (not required to submit tenancy

accommodation contract as the license fees is fixed)

*For other projects we required from the owner DEWA bill.

Copy

CLD-CCS-P01




Note:

Trakhees – Commercial section can attest the board resolution for FZE/FZCO if all

shareholders sign in front of CLD commercial section.

If one of the shareholders gives power of attorney (attested by Notary Public in

UAE) he can sign on behalf of the shareholder.

For Non-Individual Client:

1 Free Zone Application Form Typed

2 Environment Health & Safety form Original

3 Certificate of Registration of the company OR

Original Certificate of good standing of the

company

Memorandum & Articles of Association of the

company

Attested & Notarized



4 Board Resolution for the new corporation Attested & Notarized

(If Local company not

needed)

5 Valid Passport Copy + Visa page of the manager Copy

6 NOC from the sponsor/employer of the Manager

(for Non-Local)

Original

7 Personnel information form for Manager Original

8 Authorized signatory form Original

9 Valid Trade License Copy

10 Shop lease agreement + Ejari Copy

11 Bank Confirmation Letter Original

For Free Zone Branch (of local company):

1 Free Zone Application Forms Typed

2 Trade Name Certificate Original or

Copy


3 A company’s Board Resolution calling for the

establishment of a branch in CLD

Original

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4 Valid Mother of Trade License Copy

5 Memorandum and Articles of Association Attested &

Notarized

6 Appointment of Manager or Representative & his

Passport Copy from Mother company

Attested &

Notarized

7 Third party approval if Activity Required Original


9 Valid ttenancy contract of the Facility +Ejari, BU’s

exempted (Nakheel, Dubai Custom, Dubai Ports, etc..)

Copy

10 Specimen of Signature for (Manager/Owner) Original

11 NOC letter from the sponsor/employer (for Non-Local) Original

12 Accommodation tenancy contract for Non-local manager

/partner/ owner + DEWA Bill

Copy

Overseas Branch (Extra required paper in addition to branch opining documents:

1 Free Zone Application Forms Typed

2 Name Reservation Form Typed



5 Appointment of Manager or Representative & his

Passport Copy


6 NOC letter from the sponsor/employer (for Non-

Local) + (Establishment Card for the sponsor

company)

Original

7 Accommodation tenancy contract & DEWA Bill

for Non-local manager /partner/ owner

Copy

8 Third party approval if Activity Required Original

9 Attested certificate of incorporation/ or Good

Legal Standing


10 lease contract attested by Ejari Copy

11 Attested memorandum and Article of Association Original

12 Attested Board Resolution Original

CLD-CCS-P01




3.4 Requirements for all types of Local Law Licenses

Application Form + List Of Trade Names Form Typed

Environment Health & Safety form Original

For Local & GCC Client Passport

For Non-Local, Passport Copy + Visa page

NOC from the Sponsor (for non-local)

If on visit or Tourism Visa (Copy of Visa) or Airport

entrance stamp

Copy

Original

Copy

A book from the court to authorize the exercise of trade for

who not reported in 21

Original

Manager passport + NOC from the sponsor for the non-local

(in case he/she is not one of the partners) + (Adding new

manager for (New Branch)

Copy + Original

Other governments Approval for some nationalities (CID) Online

Letter from Mother company (New Branch) Original

Copy of original License of Mother Company (New Branch)

(for SE & LLC)

Copy

Service agent contract for Sole Establishment and Civil

Company if the local is not a partner.

Original & attested

or copy

Memorandum and articles of associations for LLC

Companies

Original & attested

or copy

Lease agreement attested by RERA Copy

Original Memorandum of Association Original & attested

Copy of memorandum MOA (New Branch) for SE & LLC) Original & attested

4. ATTACHMENTS:

4.1 CCS-F01-Registration Licensing Application form (TIL).

4.2 CCS-F11-Name Reservation

4.3 CCS-F02-Application for License (Free Zone).

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4.4 CCS-F06-Application for registration FZE

4.5 CCS-F07-Application for registration FZCO

4.6 CCS-F09 -Board Resolution

4.7 CCS-F10-Personal Information

5. APPLICABLE REGULATIONS:

1.1 DED regulations

1.2 Commercial Licenses Davison regulations

6. CLD CONTACTS:

6.1 For any queries on this procedure, please note the contact details as per below:

Commercial Licensing Division

Tel: +971 4 3636888

Fax: +971 4 3636858

Website: www.trakhees.ae

E-mail: [email protected]

Note: only the company manager or company PRO can process this procedure and also they must

bring their ID for identification purpose

mailto:[email protected]

CLD-CCS-P01




Trade Name & Initial approval

External Approval CLD-Front Office Cashier

Submit all the documents required by

the client

Accepted

Generate Payment Advice

RecieveReceipt

Print the Trade Name

Prepaid

Account

Collect Payment

through Trakhess Account

1.Reserve The Trade Name

2. initiate the Initial Approval

Cashier Prepaid Account

Collect payment through Trakhees

Account

Receive Receipt

External

Approval

APPROVED

Print Initial Approval Certeficate

Proceed to next step (License Issuance)

CLD-CCS-P01




License Issuance (FZ)

CLD-Front Office Cashier

CollectConfermation

Letter

Accepted

Generate Payment

Recieve Receipt

Print License,

Certification of Formation

& share certificate.

PrepaidAccount

Collect Payment through Trakhess

CLD-CCS-P01




CLD-Front Office Cashier

License Issuance (DED)

Collect License Issuance

Documents

Accepted

Generate

Payment

Recieve Receipt

Print License