Starting a business in the UAE offers significant opportunities thanks to its modern infrastructure, tax advantages, and global market access. However, before signing a lease or completing incorporation, you must carefully plan your next steps. UAE regulations offer many benefits but also demand close attention to legal and operational details. Mistakes at this stage can lead to unnecessary costs and reputational risks.

This is where feasibility studies and pre-setup advisory services matter. Whether you are considering a Dubai Mainland license, an Abu Dhabi free zone, or an offshore setup, each option has its own rules, benefits, and requirements. The right guidance helps you manage the legal and financial details of entering the UAE market with confidence.

Why is Pre-Setup Advisory Critical for UAE Market Entry ?

Many entrepreneurs underestimate the value of feasibility and pre-setup advisory, assuming company formation in the UAE is straightforward. In reality, the process is complex and requires careful planning.

A good market entry plan starts with understanding the rules, ownership options, capital needs, visa eligibility, Emiratisation requirements, and compliance steps. Missing a compliance detail or choosing the wrong entity can limit your business, delay approvals, or create legal risks.

By engaging in pre-setup advisory, you get clarity on:

• The right legal structure (branch office, subsidiary, limited liability company - LLC, or representative office).
• Eligibility for 100% foreign ownership in specific business activities.
• Minimum share capital requirements under the UAE Commercial Companies Law.
• Whether your activity requires external approvals from ministries or regulators.
• Obligations around auditing, accounting, payroll, WPS, visas, and Emiratisation.

In short, planning ahead helps your UAE business start strong and stay compliant. For overseas parent companies, establishing a subsidiary or branch can align ownership and reporting structures. Will review:

• Whether the ownership structure is compatible with UAE Commercial Companies Law.
• The feasibility of direct shareholder ownership versus holding companies.
• Tax structuring implications between home jurisdiction and the UAE.

Reviewing your ownership structure at the outset helps prevent future disputes, facilitates profit transfers, and ensures ongoing regulatory compliance.

Choosing the Right Legal Form in the UAE

Not every business setup option is equal. In the UAE, you may choose between:

• Limited Liability Company (LLC) – Suitable for trading and service activities.
• Branch Office – An extension of your parent company with the same legal identity.
• Representative Office – Non-commercial presence for marketing and liaison.
• Free Zone Company – Ideal for international trading and export-focused businesses.
• Mainland Company – Grants access to the wider UAE market but with specific licensing requirements.

Each option affects your tax obligations, liability, control, and compliance requirements. A pre-setup study provides a clear comparison of each structure for your business objectives.

100% Foreign Ownership: What You Need to Know?

One of the most significant reforms in the UAE is the introduction of 100% foreign ownership for many business activities in the mainland. However, it does not apply universally. Some sectors still require a local Emirati partner or special approvals.

A feasibility review helps clarify:

• Whether your business activity is eligible for full ownership.
• If a UAE national sponsor is still required for certain regulated sectors.
• The licensing authority that governs your activity (Dubai DET, Abu Dhabi DED, free zones, etc.). Understanding these requirements in advance helps you avoid complex shareholder agreements and unexpected challenges after your business is operational.

Minimum Share Capital Requirements

Under the UAE Commercial Companies Law, some business structures require proof of minimum share capital. While many free zones no longer mandate large capital deposits, certain regulated industries (like banking, insurance, and investment services) still enforce high thresholds.

Advisory ensures you know:

• The exact capital requirements for your sector.
• Whether you must deposit funds in a UAE bank before incorporation.
• How your capital structure impacts taxation, liability, and financial reporting.

This approach helps you avoid financial challenges and streamlines the licensing process.

Approvals and Regulatory Requirements

Certain business activities in the UAE require external approvals beyond the basic trade license. For instance:

• Healthcare businesses need approvals from the Dubai Health Authority (DHA) and Ministry of Health and Prevention (MOHAP).
• Educational institutions require Ministry of Education (MoE) clearance.
• Financial services fall under the Central Bank of the UAE (CBUAE) or Securities & Commodities Authority (SCA).

Pre-setup advisory identifies required approvals early, helping you avoid delays and compliance issues.

Office Lease Requirements in the UAE

A valid office lease is often mandatory for business license issuance. Free zones may offer flexible office solutions like shared desks, flexi-offices, or co-working spaces, while mainland setups typically require Ejari-registered leases.

Advisory helps you determine:

• The minimum office space requirement based on your activity.
• Whether a virtual office is sufficient.
• The link between visa quotas and office size.

This ensures you meet legal requirements and optimize office space costs. Your team’s ability to work in the UAE depends on securing the right visas. The UAE offers various visa categories including:

• Investor/Partner visas for company owners.
• Employment visas for staff.
• Dependent visas for families.
• Golden Visa options for qualifying investors and professionals.

Advisory clarifies visa quotas, timelines, and requirements so your team can begin operations without delay.

Emiratisation Requirements

The UAE government actively promotes Emiratisation, a policy mandating the inclusion of UAE nationals in the private sector workforce.

Depending on your industry and company size, you may be required to:

• Maintain a minimum percentage of Emirati employees.
• Register with Tawteen and Nafees programs.
• File periodic compliance reports.

Non-compliance may result in fines or hiring restrictions. Pre-setup advisory helps you address Emiratisation requirements from the outset.

Auditing and Financial Reporting

Under the UAE Commercial Companies Law, most companies must maintain proper accounting records and undergo annual audits.

Pre-setup advisory helps you prepare for:

• Choosing the right accounting framework (IFRS compliance).
• Identifying whether your entity is exempt from audit.
• Selecting registered auditors keeps your business transparent, financially compliant, and ready for future tax or regulatory checks.

Payroll and Compliance

UAE labor law requires companies to process salaries through the Wages Protection System (WPS). Non-compliance can result in fines, restrictions, and even suspension of labor approvals.

Pre-setup advisory covers:

• Payroll registration with WPS.
• Employee benefits and gratuity requirements.
• Health insurance and employer liability obligations.

This ensures your HR processes are compliant from the outset.

Post-Establishment Compliance

Establishing a company is only the first step. Ongoing compliance is essential for long-term success. Post-setup compliance includes:

• Ultimate Beneficial Ownership (UBO) filings.
• Board Meetings and Annual General Assembly and Meetings.
• Annual license renewals.
• Data Protection and Confirmation Statements as well as the Annual Returns.
• Annual Accounts Filings.
• Corporate tax registration and reporting.
• Compliance with AML/CFT (Anti-Money Laundering and Counter-Terrorism Financing) laws for regulated sectors.

Advisory services support a strong launch and sustainable growth.

How MBG Can Help?

At MBG, we provide comprehensive pre-setup advisory and feasibility services to support a smooth UAE market entry and ensure compliance. Our team of legal, corporate, and financial experts works with you to align your business goals with UAE regulations and the local business environment. Our services include:

• Ownership Structuring & Foreign Investment Advisory

We analyze your business model and sector to determine eligibility for 100% foreign ownership and recommend the optimal ownership structure. We advise on partnership requirements, shareholding agreements, and strategic local partnerships where necessary, ensuring full compliance with the UAE Commercial Companies Law and free zone regulations.

• Entity Selection & Incorporation Planning

We help you pick the right company type for your needs, whether it is a mainland LLC, free zone company, branch, or offshore setup. We manage the entire incorporation process, from preparing documents to applying for licenses, saving you time and reducing the risk of rejection.

• Regulatory, Legal & Tax Compliance

Our experts provide detailed insights into sector-specific licensing, corporate governance, and ongoing compliance obligations. This includes alignment with Ultimate Beneficial Ownership (UBO) requirements, corporate tax obligations, VAT registration, and AML/CFT regulations.

• Operational Setup & Approvals

MBG assists with all practical aspects of business establishment, including office leasing, approvals from government departments, trade license issuance, and registration with relevant authorities. We also support employment visa processing, health insurance setup, and payroll system integration to streamline your workforce onboarding.

• Post-Setup Compliance & Risk Mitigation

Our support continues after your business is set up. We help you stay compliant with UAE laws by offering ongoing advice and monitoring, including help with governance, filings, and regulatory updates. This approach lowers risks and supports your business growth.

• Strategic Market Entry Support

Beyond legal and regulatory guidance, we provide feasibility studies, market analysis, and risk assessment to help you make informed decisions. This ensures that your UAE entry is not just legally compliant but also commercially viable and aligned with your growth strategy.

Partnering with MBG provides more than advisory services. You gain a trusted advisor dedicated to ensuring your UAE market entry is efficient, compliant, and cost-effective.

Working with a professional UAE market entry advisor helps you avoid delays in hiring or visa processing and ensures your business setup is compliant, cost-effective, and positioned for growth. With careful planning and expert guidance, foreign investors and entrepreneurs can enter the UAE market with confidence.