100% Foreign Ownership in the UAE (2026): Mainland Company Licensing, Strategic-Impact Approvals, Documents & Fees

Under Federal Decree-Law No. 32/2021 on Commercial Companies, as amended by Federal Decree-Law No. 20/2025, foreign investors may hold up to 100% of mainland UAE companies in most activities, subject to activities of strategic impact and other sector-specific restrictions. A separate foreign ownership approval is not generally required solely because a mainland company is wholly foreign-owned. The key questions are whether the proposed activity is subject to the strategic-impact regime or another sector regulator, and what incorporation and licensing requirements apply in the relevant emirate. This guide sets out the applicable framework, documents, timelines and fees.

Overview, what the 100% foreign ownership route is and when you need it

The UAE’s commercial companies framework, Federal Decree-Law No. 32/2021, as amended by Federal Decree-Law No. 20/2025, generally allows foreign nationals to own mainland companies in full, subject to activities of strategic impact and sector-specific restrictions. Before the 2020–2021 reforms, most mainland limited liability companies required majority Emirati ownership. The current regime removed that default requirement for most activities. For ordinary activities, foreign ownership is dealt with through the normal incorporation and licensing process rather than a separate FDI approval process.

It is important to distinguish three routes. Free zones have long permitted 100% foreign ownership within their geographic and regulatory boundaries. The financial free zones, Abu Dhabi Global Market (ADGM) and the Dubai International Financial Centre (DIFC), operate their own common-law company regimes that also permit full foreign ownership. The mainland route under Federal Decree-Law No. 32/2021 is what unlocks nationwide commercial scope with full foreign ownership, and it is this route that most often requires close activity-by-activity analysis and, in some cases, specific approvals. The UAE Government Portal (u.ae) and UNCTAD’s Investment Policy Monitor both confirm the policy direction toward wider foreign ownership in eligible activities.

What “100% foreign ownership” means in practice

In practice, 100% foreign ownership means that a foreign individual or corporate investor may hold the entire share capital of a mainland UAE company where the applicable activity, legal form and sector rules permit it. The principal federal exception is activities of strategic impact under Article 10 of the Commercial Companies Law and Cabinet Resolution No. 55 of 2021, together with activities governed by separate sector-specific legislation. For strategic-impact activities, the relevant regulatory authority may determine the permitted national and foreign shareholding and board participation, together with other applicable conditions. The first step is therefore to classify the activity and identify the competent authority and any sector regulator.

Who grants approvals, Cabinet vs delegated authorities

For ordinary mainland company incorporation, the competent authority in the relevant emirate handles incorporation and licensing, subject to any external approvals required for the activity. Activities of strategic impact follow the separate procedure under Cabinet Resolution No. 55 of 2021. The foreign investor submits the licence application to the competent authority, which must forward a complete application to the relevant regulatory authority within five business days. The regulatory authority then decides whether to approve or reject the application within 14 business days from receipt of the application or satisfaction of its requirements and may determine the applicable ownership and other conditions.

Eligibility for 100% Foreign Ownership and Sector-Specific Approvals

There is no general federal “FDI approval” investor test for ordinary mainland companies seeking 100% foreign ownership. The analysis begins with the proposed activity, legal form, emirate and any sector-specific ownership or licensing conditions. The investor must still comply with the applicable company formation, beneficial ownership, KYC, AML and other regulatory requirements, but these should not be presented as a separate foreign-ownership approval regime. Activities of strategic impact remain subject to the specific ownership and licensing controls under Cabinet Resolution No. 55 of 2021.

Key issues include activities on the strategic-impact list, sectors subject to separate regulator approvals, and incomplete or improperly authenticated corporate documents. Applicants should confirm the current licensing and ownership position with the relevant economic department and, where applicable, the sector regulator before committing to a structure. Source-of-funds evidence may arise under sector-specific, AML or bank KYC requirements, but it is not a universal foreign-ownership requirement.

Types of entities that can apply (LLC, PJSC, etc.)

The most common vehicle for foreign ownership approval UAE is the limited liability company (LLC), which can now be wholly foreign-owned in eligible activities. Private and public joint stock companies (PrJSC/PJSC) are used for larger capital-raising or regulated structures and carry their own governance and, for public companies, listing requirements. Branches of foreign companies and representative offices follow separate licensing routes and are typically not “ownership” questions in the same sense. Choice of entity affects capital requirements, governance, and the documentation set you must legalise, so fix the entity type during pre-assessment.

Sectoral carve-outs & strategic restrictions

Cabinet Resolution No. 55 of 2021 identifies the activities of strategic impact as security, defence and military activities; banks, exchange houses, finance companies and insurance activities; currency printing; telecommunications; Hajj and Umrah services; Holy Quran memorisation centres; and services related to fisheries. The relevant regulatory authority determines the applicable ownership and other conditions for the first six categories, while services related to fisheries require 100% UAE national ownership. Other sectors may be subject to separate sector-specific licensing or ownership requirements and should be analysed under the legislation and regulator applicable to that activity.

Mainland Company Incorporation and Strategic-Impact Approval

There is no single UAE-wide foreign ownership approval process. The filing route depends on whether the proposed activity is an ordinary mainland activity, an activity of strategic impact, or an activity subject to another sector regulator. Ordinary mainland companies proceed through the applicable incorporation and licensing process. Strategic-impact activities follow the additional approval procedure under Cabinet Resolution No. 55 of 2021.

Step 1, Classify the activity and identify the licensing route

Begin by identifying the exact activity, legal form and emirate. Confirm whether the activity is subject to Cabinet Resolution No. 55 of 2021, another sector regulator, or only the ordinary mainland incorporation and licensing requirements. This determines whether any ownership restriction or external approval applies.

Step 2, Prepare the authority-specific incorporation documents

Prepare the documents required by the competent authority for the chosen legal form and activity. The document set differs depending on whether the shareholder is an individual or corporate entity and whether external approvals are required. Foreign corporate documents should be authenticated and translated where required under the applicable UAE procedures.

Step 3, Submit the incorporation and licensing application

Submit the complete application to the competent authority through the applicable portal or authorised channel. For an ordinary LLC, the Commercial Companies Law provides for the competent authority to decide the complete incorporation application within five business days.

Step 4, Complete any strategic-impact or sector-regulator review

If the activity is one of strategic impact, the competent authority forwards the complete application to the relevant regulatory authority within five business days. The regulatory authority then has 14 business days from receipt or satisfaction of its requirements to approve or reject the application and determine any applicable ownership or other conditions. Other regulated activities follow the procedure prescribed by their respective regulator.

Step 5, Complete registration and obtain the licence

Once all applicable approvals are in place, complete the company registration and licensing formalities with the competent authority. For a newly incorporated company, this results in registration in the commercial register and issuance of the business licence. Where the transaction instead involves a change in ownership of an existing company, the memorandum, partners register, commercial register and licence should be amended as required.

Required Documents: Authority- and Activity-Specific Requirements

The competent authority determines the information and documents required for company incorporation and licensing, and the requirements vary by legal form, activity and investor type. Where a foreign corporate shareholder is involved, its constitutional and corporate authorisation documents may require authentication in accordance with current UAE Ministry of Foreign Affairs requirements and Arabic translation where required. Regulated activities may require additional documents and approvals from the relevant sector regulator.

Timelines and Approval Periods

There is no single UAE-wide six-to-sixteen-week timeline for 100% foreign ownership. For an ordinary LLC, Article 73 of the Commercial Companies Law applies the Article 43 incorporation procedure, under which the competent authority must decide a complete incorporation application within five business days. Strategic-impact activities follow the separate referral and decision periods under Cabinet Resolution No. 55 of 2021. The actual end-to-end timetable may be longer where foreign documents require authentication or where external or sector-regulator approvals are required.

Several levers shorten the clock. First, hold a pre-lodgement conversation with the competent authority and, where relevant, the sector regulator, so expectations and document requirements are known before you file. Second, complete all legalisation and Arabic translation before submission rather than during review. Third, respond to supplementary requests within days, not weeks, each round trip is dead time. The available remedy depends on the application and authority concerned. For an LLC incorporation, Article 73 applies Article 43 of the Commercial Companies Law. If the incorporation application is rejected, the applicant has 15 business days to file a grievance with the Director General of the competent authority or the officer acting in their place. If the grievance is rejected or not decided within 15 business days, the applicant may appeal to the competent court within 30 business days. Rejections by sector regulators may be subject to separate review or appeal procedures under the legislation governing that regulator.

Costs & fees, government, sectoral and professional

Costs for foreign ownership approval UAE vary significantly by emirate, free zone, sector and transaction complexity. The ranges below are illustrative for budgeting only; confirm exact figures on the relevant authority and regulator portals before filing, as fee schedules change and are set by each authority. All figures are in AED and are indicative.

Comparison, mainland vs free zone vs ADGM/DIFC

Choosing the right structure is as important as the approval itself. Mainland suits businesses that need nationwide commercial scope and to contract directly across the UAE market. A conventional free zone suits ring-fenced operations, export/trading and holding functions. ADGM and DIFC suit financial services and sophisticated corporate or fund structures that benefit from common-law regimes. Map your commercial scope and regulatory profile against this table before deciding where to establish.

What changes in 2026, updated policy, sector lists and rollout

The current 2026 framework should be read in light of Federal Decree-Law No. 20/2025, which amended a number of provisions of Federal Decree-Law No. 32/2021 on Commercial Companies. Among other changes, the amendments strengthened the integration between mainland, free-zone and financial-free-zone company regimes, including by allowing free-zone and financial-free-zone companies to conduct activities on the mainland through branches or representative offices, subject to the applicable approvals and requirements. The amendments also introduced greater flexibility for transferring a company’s commercial registration while preserving its legal personality.

The amendments did not replace the foreign ownership regime for activities of strategic impact. Article 10 of the Commercial Companies Law and Cabinet Resolution No. 55 of 2021 therefore remain central when assessing whether an activity is subject to specific foreign ownership conditions. Applicants should also check the current requirements of the relevant emirate and any sector regulator immediately before filing.

ADGM and DIFC continue to operate under their separate financial-free-zone company regimes and permit full foreign ownership subject to their applicable rules and regulatory requirements. Whether an ADGM or DIFC structure is more appropriate or faster than a mainland structure depends on the proposed business and regulatory requirements and should not be assumed in advance.

Common pitfalls & practical tips

• Incomplete or improperly authenticated corporate documents. Foreign corporate documents should comply with the authentication and translation requirements applicable to the relevant filing. Confirm those requirements with the competent authority before submission.
• Using a generic document list. Business plans, financial information and source-of-funds evidence may be required for particular regulated activities or KYC processes, but they should not be treated as mandatory documents for every mainland company incorporation.
• Engaging the sector regulator too late. For banking, insurance, telecom and energy, the regulator sets the real critical path. Open the conversation before, not after, you lodge the application.
• Misclassifying the activity. Assuming an activity is eligible without checking the live position. Re-test classification immediately before filing.
• Treating approval as a licence. Competent-authority approval authorises registration; it is not the operating licence. Budget time and fees for the post-approval registration and licensing workstream.
• Ignoring document formalities. Where a representative is used, confirm the applicable power-of-attorney requirements. Foreign-language and foreign-issued documents should also comply with the translation and authentication requirements applicable to the relevant authority and filing.

Getting the Foreign Ownership and Licensing Analysis Right

For most mainland activities, 100% foreign ownership in the UAE is part of the ordinary company incorporation and licensing framework rather than a separate FDI approval process. The key preliminary step is to classify the proposed activity and determine whether it falls within the strategic-impact regime or another regulated sector. Applicants should then follow the document, authentication and licensing requirements of the relevant competent authority and regulator. Strategic-impact activities follow the specific procedure under Cabinet Resolution No. 55 of 2021, while ordinary LLC incorporations are governed by the incorporation procedure under the Commercial Companies Law.

For related guidance, see the GLE resources for Corporate Lawyers United Arab Emirates and M&A Lawyer United Arab Emirates, and the supporting FDI application checklist and mainland-versus-free-zone guides as they are published.

Sources

1. UAE Government Portal (u.ae), Foreign Direct Investment information
2. UNCTAD, Investment Policy Monitor (UAE foreign ownership measure)
3. UAE Ministry of Justice, laws and legislation portal (Federal Decree-Law No. 32/2021)
4. Abu Dhabi Global Market (ADGM), registration and company rules
5. Dubai International Financial Centre (DIFC), corporate and regulatory framework
6. Central Bank of the UAE, sectoral licensing and AML/KYC requirements