Est. Dubai
Sara Ibrahim
Advocates & Legal Consultants
Vol. XV · Practice Brief
DXB · 25°16′N 55°18′E

A company is
not a license.
It is an instrument.

A note from counsel

Every clause in your Memorandum and Articles of Association is a future protection against a future dispute. We draft the instrument; the instrument protects the enterprise.

— Sara Ibrahim
Counsel-led legal structuring for mainland, free zone, and offshore companies in the UAE — drafted by lawyers, not intermediaries.
MainlandFree ZoneOffshoreHolding StructuresMoA & AoAJAFZA Registered Agent
MainlandFree ZoneOffshoreHolding StructuresMoA & AoAJAFZA Registered Agent
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Years combined practice
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Matter success rate
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Entities structured
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JAFZA registered agent
§ 01The thesis

Choosing an entity
is a legal decision
before it is administrative.

We approach company formation as legal architecture — every clause is a future protection against a future dispute. We design the structure, draft the documents, and stay alongside the business as it evolves.

Sara IbrahimFounding Counsel
§ 02Practice

Six pillars,
none outsourced.

An all-encompassing legal approach to company formation. From entity selection through registered-agent representation, every step is handled in-house by the firm's lawyers.

01 / 06

Legal Entity Structure

Selecting the right vehicle — free zone with 100% foreign ownership, or mainland with regulated foreign shareholding — calibrated to commercial intent.

02 / 06

Shareholder Rights

Defining rights and obligations precisely. Where a local sponsor is required by law, we draft protective clauses so minority rights are safeguarded.

03 / 06

Constitutional Documents

Drafting the Memorandum and Articles of Association — the instruments that govern the company's internal life and external dealings.

04 / 06

Foreign Investment

Counsel on inbound investment, corporate acquisitions, joint ventures, and business succession planning across the GCC.

05 / 06

Offshore & Holding

Offshore entities that hold UAE shares, own real estate, and operate bank accounts in their own name — tax-free, in their own right.

06 / 06

Registered Agent

Authorised Agents of the Jebel Ali Free Zone — acting as registered agent and official address-of-record for offshore companies.

Formation process

A measured path
from intent to incorporation.

Five stages, each handled in-house by our legal team. No intermediaries, no surprises.

  • 01

    Consultation

    A confidential strategy session — understanding jurisdiction goals, ownership intent, capital flow, and long-term succession.

  • 02

    Structuring

    Selecting the precise legal vehicle: mainland LLC, free-zone entity with 100% foreign ownership, offshore holding, or a layered group.

  • 03

    Documentation

    Drafting Memorandum & Articles of Association with protective clauses, shareholder rights, dispute mechanisms, and minority safeguards.

  • 04

    Incorporation

    Filing, license issuance, registered-agent representation, official address, and bank-account opening for offshore entities.

  • 05

    Ongoing advisory

    Continuous legal counsel on amendments, acquisitions, succession, and cross-border restructuring as the business evolves.

Jurisdiction

Free Zone, Mainland,
or Offshore.

The right structure is a legal decision before it is an administrative one. Compare the regimes side-by-side.

Ownership
100% foreign ownership
Sponsorship
No local sponsor required
Tax position
Capital-gain & repatriation tax exemptions
Best fit

International trade, holding structures, regional HQs, professional services targeting global clients.

Counsel's note

Best when your operations are export-oriented or jurisdiction-isolated from the UAE mainland market.

§ 05The counsel

Tailored. Protective.
All-encompassing.

01

Beyond basic formation

Most providers issue a license. We design the legal architecture — the constitutional documents, the shareholder mechanics, the dispute pathways — so the structure withstands what comes next.

02

Protective drafting

Where the law caps foreign shareholding, drafting is everything. We embed minority protections, reserved-matter rights, deadlock provisions, and exit mechanisms inside the MoA and AoA.

03

JAFZA registered agent

We are authorised Agents of the Jebel Ali Free Zone — registered agent and official address for offshore companies, undertaking the procedural formalities of incorporation directly.

04

Offshore banking

Offshore entities formed through our office can open and operate bank accounts in their own name, hold UAE real estate, and acquire shares in onshore UAE companies as a holding vehicle.

Confidential · Counsel

Speak with
our counsel.

A confidential consultation on the right entity, the right jurisdiction, and the right protective drafting for your business.

By telephone
+971 4 000 0000
By correspondence
counsel@thecounsels.ae
In chambers
Dubai International Financial Centre