UK entrepreneurs expanding into the UAE face a critical first decision: Free Zone or Mainland?
The choice affects:
- Ownership rights
- Market access
- Visa eligibility
- Banking approvals
- Tax efficiency and long-term strategy
Choosing the wrong structure can:
- Restrict trading opportunities
- Trigger HMRC scrutiny for UK-residents
- Increase costs unnecessarily
This guide explains the key differences, advantages, disadvantages, and strategic considerations so UK entrepreneurs can make an informed decision.
At Evolve Tax, we help UK business owners set up UAE companies strategically, compliantly, and tax-efficiently.
Step 1: Understanding Free Zone Companies
What Is a Free Zone Company?
A Free Zone company is incorporated in a specific economic zone within the UAE. It is designed primarily for:
- Export and international trade
- Consultancy services
- Digital businesses and e-commerce
Key Characteristics:
- 100% foreign ownership allowed
- Tax incentives (0% corporate tax for most sectors)
- Full repatriation of profits
- Simpler company setup process
Popular Free Zones for UK Entrepreneurs
|
Free Zone |
Ideal For |
Highlights |
|
DMCC |
Trading, commodities, e-commerce |
Prestigious, full support for international trade |
|
Dubai Internet City |
IT, SaaS, e-commerce |
Digital-friendly, low office costs |
|
ADGM |
Financial services |
Global recognition, regulatory compliance |
|
RAKEZ |
SMEs & start-ups |
Cost-effective, flexible options |
Tip: Free Zone companies are often preferred by UK digital entrepreneurs because of ownership, speed of setup, and tax benefits.
Step 2: Understanding Mainland Companies
What Is a Mainland Company?
A Mainland company is incorporated directly with the UAE’s Department of Economic Development (DED). It allows business owners to trade freely within the UAE market, including local clients, government contracts, and retail operations.
Key Characteristics:
- Traditionally required a UAE national partner (ownership restrictions removed for many sectors in 2026)
- Can operate anywhere in the UAE
- Requires a physical office
- Subject to standard UAE corporate tax rules
Who Should Consider a Mainland Company?
- Businesses targeting UAE consumers
- Retail or hospitality ventures
- Companies bidding for government contracts
- Enterprises needing broader licensing for multiple locations
Step 3: Ownership and Shareholding Comparison
|
Feature |
Free Zone |
Mainland |
|
Foreign Ownership |
100% |
Up to 100% (sector-dependent) |
|
Local Sponsor Required |
No |
Traditionally, yes (recent reforms reduce this need) |
|
Number of Shareholders |
1-5+ |
1–50 depending on activity |
|
Share Capital Requirement |
Low or none |
Varies (AED 50,000+ typical) |
Tip: Free Zones maximize full ownership for UK entrepreneurs, while the Mainland offers full trading access in the UAE.
Step 4: Licensing Differences
Free Zone Licensing
- Professional license: consultancy & services
- Commercial license: trading & retail
- Industrial license: manufacturing & production
Mainland Licensing
- Trade license: allows UAE trading, retail, and service contracts
- Professional license: consultancy, legal, accounting, etc.
- Industrial license: manufacturing, logistics, production
Key Consideration: Choose a license that aligns with your target market and international expansion plans.
Step 5: Market Access and Restrictions
|
Feature |
Free Zone |
Mainland |
|
UAE Domestic Market |
Restricted |
Full Accessible |
|
International Trade |
Yes |
Yes |
|
Government Contracts |
Limited |
Yes |
|
Retail Operations |
Within the free zone only |
Anywhere in the UAE |
Tip: If your business depends on UAE local clients, the Mainland is preferable. For global clients, Free Zone is often sufficient.
Step 6: Visa and Immigration Considerations
Both Free Zone and Mainland companies allow visa sponsorship, but the approach differs.
Free Zone
- Investor visas for owners
- Employee visas linked to Free Zone company
- Flexibility for family visas
Mainland
- Investor visa linked to trade license and office space
- Employee visas tied to Mainland company structure
Tip: UAE residency is mandatory for certain banking approvals, making a visa strategy critical.
Step 7: Office Space Requirements
|
Feature |
Free zone |
Mainland |
|
Physical Office Requirement |
Often an optional or flexi-desk |
Required minimum area depends on business type |
|
Virtual Office Allowed |
Usually yes |
Limited acceptance for some sectors |
|
Cost |
Lower |
Higher due to commercial premises |
Tip: Start-ups and digital businesses often benefit from Free Zone flexi-desk solutions, keeping overhead low.
Step 8: Tax Implications
Both structures benefit from the UAE’s corporate tax framework, but nuances exist.
Free Zone
- 0% corporate tax for most businesses if conditions are met
- Profits repatriable without restriction
- VAT applicable if turnover exceeds threshold
Mainland
- Standard UAE corporate tax rates apply (0–9% depending on profits)
- VAT registration required if turnover exceeds threshold
- Full commercial operation allowed in the UAE
Tip: For tax-efficient planning, many UK entrepreneurs start with a Free Zone and later expand to the Mainland if local trading is needed.
Step 9: Accounting, Compliance, and Reporting
|
Aspect |
Free zone |
Mainland |
|
Accounting Standards |
Generally standard accounting, audited for some Free Zones |
Audited annual financial statements are required |
|
VAT Registration |
Required if turnover exceeds AED 375,000 |
Required if turnover exceeds AED 375,000 |
|
License Renewal |
Annually |
Annually |
Tip: Outsourcing accounting ensures compliance in the UAE and reduces HMRC risks for UK residents.
Step 10: Choosing the Right Structure for UK Entrepreneurs
Free Zone Is Best For
- Digital businesses and consultants
- Start-ups looking for a cost-effective setup
- Entrepreneurs targeting international clients
- UK business owners seeking 100% ownership
Mainland Is Best For
- Retail, hospitality, or UAE-facing businesses
- Companies bidding for government contracts
- Entrepreneurs planning multiple UAE locations
- Businesses requiring full trading access in UAE
Evolve Tax Approach: Many clients start in a Free Zone for simplicity, then expand to Mainland as trading opportunities grow.
Frequently Asked Questions (FAQs)
1. Can I switch from Free Zone to Mainland later?
Yes, but it requires legal and regulatory steps. Planning early avoids disruption.
2. Do I need to visit the UAE to register?
Not necessarily. Power of attorney and professional services can handle remote registration.
3. Which is faster to set up?
Free Zones are faster (2–3 weeks), Mainland can take longer (4–6 weeks).
4. Which structure is better for tax efficiency?
Both are competitive. Free Zones often offer 0% corporate tax if conditions are met.
5. Can UK directors use UAE residency for tax planning?
Yes, but residency and substance rules must be strictly followed.
6. Are there restrictions on hiring employees?
Free Zones may restrict UAE market employees; the Mainland allows hiring locally without restrictions.
Conclusion: Free Zone or Mainland? It Depends on Your Goals
UK entrepreneurs face a strategic choice when setting up a UAE company. Key factors include:
- Target market (local vs international)
- Ownership preferences
- Cost and office requirements
- Visa and residency needs
- Long-term growth plans
Evolve Tax helps UK entrepreneurs:
- Decide between Free Zone and Mainland
- Structure UAE companies for tax efficiency
- Handle visas, banking, and compliance
- Plan cross-border strategies with UK businesses
Book your free UAE company setup strategy call today