Subsidiary Company in Dubai 2026: Setup, Cost, Documents

A subsidiary company in Dubai is a separate legal entity owned by another company: a mainland LLC or a free zone company whose shareholder is the parent rather than an individual. In 2026 a parent can hold 100% of the shares for most activities, Noble Core mainland subsidiary packages start at AED 24,999 and free zone subsidiaries start at AED 12,500 (Meydan) or AED 12,900 (IFZA), and the parent's certificate of incorporation, memorandum and board resolution must be attested, with the Ministry of Foreign Affairs charging AED 2,000 per commercial document. The subsidiary registers for corporate tax within three months of incorporation, pays 9% above AED 375,000 of taxable income, and can join a UAE tax group only where the parent is UAE resident and holds at least 95%.

This guide is for a board that already runs a company somewhere, in Europe, India, Saudi Arabia, a UAE free zone or on Dubai mainland, and now wants a Dubai entity that is owned by that company rather than by the founders personally. That is a narrower decision than general company formation in Dubai: the licence steps are the same as for any new company, but the shareholder is a legal person, so the document list roughly doubles, the attestation chain decides the timeline, and the tax outcome depends on where the parent sits. We walk through the structure choice (subsidiary or branch), the jurisdiction choice (mainland or free zone), what the Department of Economy and Tourism (DET) and DMCC actually ask for, what it costs with the figures we can verify, and the tax and banking rules that bite after the licence is issued.

What a Dubai subsidiary is and why groups choose it over a branch

A subsidiary is a company whose shares are held by another company. In Dubai that usually means a mainland limited liability company with a single corporate shareholder (DET calls this a Limited Liability Company, Single Ownership, and it is governed by the same rules as a multi-owner LLC) or a free zone company such as a DMCC LLC or an IFZA FZCO whose shareholder is the parent. Under the Commercial Companies Law an LLC can have between one and fifty partners, and the partner's liability is limited to its share in the capital, which is the feature a group is buying.

A branch is different. It is an extension of the parent, with no separate legal personality: the parent is liable for everything the branch does, the branch files under the parent's name, and for a foreign parent it must also be registered with the Ministry of Economy and Tourism, where the registration fee we read on the ministry's service page is AED 7,500 on top of the DET licence. Our guide to the branch office route in Dubai covers that path in detail.

The practical reasons a board picks the subsidiary:

• Ring-fenced liability. A dispute, a bad contract or a regulatory fine in Dubai stays inside the Dubai company's capital.
• Local partners later. Shares in a subsidiary can be transferred to a distributor, an investor or a management team; a branch has no shares to sell. See our note on share transfer in Dubai.
• A clean exit. A buyer acquires the Dubai company, its licence, its bank account and its visas in one transfer rather than carving a branch out of the parent.
• Tax grouping. Two UAE resident companies with 95% common ownership can file as one tax group; a branch of a foreign parent cannot.
• Lender and landlord comfort. Dubai banks and landlords deal daily with LLCs owned by companies; a foreign branch triggers more questions about the parent's home-country documents each year.

The reasons to stay with a branch are narrower: the parent wants a single balance sheet, the activity is a regulated one where the licence must sit with the parent (some consulting and engineering activities), or the group needs the parent's own track record on the Dubai licence for tenders. If none of those applies, the subsidiary is the default answer.

Mainland or free zone: where the subsidiary should sit

The jurisdiction question for a subsidiary is the same as for any Dubai company, but the weighting changes because the shareholder is a company.

Three rules of thumb from the subsidiaries we have set up:

1. If the Dubai company will invoice UAE mainland customers directly, go mainland. A free zone subsidiary selling into the mainland needs a distributor or its own mainland branch, which means two entities instead of one.
2. If the subsidiary is a regional holding, treasury or IP vehicle, go free zone. The qualifying free zone person regime can take the UAE tax rate on qualifying income to 0%, and the published fee schedules make budgeting easier for a finance team abroad. Our guide to the holding company licence in Dubai explains the activity codes.
3. If the parent is itself a UAE free zone company, a mainland LLC subsidiary is the fastest route, because the parent's documents are already UAE issued and the embassy attestation step disappears.

Whichever you pick, confirm 100% foreign ownership for the exact activity code first. Our 100% foreign ownership in the UAE page lists the categories that still need Emirati participation.

Documents the parent company must produce

This is where a subsidiary differs most from a founder-owned company. For an individual shareholder DMCC states that a passport copy and proof of address need no attestation. For a corporate shareholder every authority wants proof that the parent exists, who owns it and who may sign for it.

What DET asks for on mainland

DET's mainland setup page (re-read 31 October 2026, the site shows "last updated 31/10/2026") lists the following for a parent based abroad or in a UAE free zone:

• Board resolution from the parent company approving the Dubai entity
• Authorisation letter from the managing director naming the person who will sign in Dubai
• Parent company's commercial registration certificate (certificate of incorporation)
• Parent company's Memorandum of Association
• Copy of the parent company's licence where the parent is a free zone company

All parent documents must be attested in the home country by the UAE Embassy and the home-country Ministry of Foreign Affairs, counter-attested by the UAE Ministry of Foreign Affairs, legally translated into Arabic and the translation attested by the UAE Ministry of Justice. The Dubai company's own memorandum is then issued by DET for LLCs and one-person companies, so the parent does not draft it; DET also notes that articles of association are not required for a one-person LLC.

What DMCC asks for in a free zone

DMCC publishes a dedicated application guideline for a new company set up as a subsidiary. At pre-approval it wants copies of the parent's certificate of registration, memorandum and articles, certificate of incumbency, trade licence if available and a system-generated UBO form, plus passport, proof of address and a KYC form for each director, manager, secretary and legal representative. Documents in a language other than English or Arabic must be legally translated into English.

At registration the originals come in: the parent's certificate of registration (or a chamber of commerce extract), certificate of incumbency and memorandum, each notarised in the home country, with at least one parent document, preferably the certificate of incumbency, attested by the UAE Embassy or a consulate there. The board resolution follows DMCC's template and is signed in front of a DMCC representative or notarised and attested in the country of origin. A DMCC company setting up a DMCC subsidiary supplies copies only. The guideline is on dmcc.ae.

The UBO declaration

Both routes end with an ultimate beneficial owner filing. Under Cabinet Resolution 109 of 2023 every UAE company keeps a register of the natural persons who ultimately own or control 25% or more, files it with the licensing authority and updates it within 15 working days of any change. For a subsidiary that means tracing through the parent, and through the parent's parent if there is one, until you reach individuals. Groups with listed or widely held parents name the senior managing official instead, and the authority will ask for the group chart that proves it.

The attestation chain, step by step

The licence itself is fast. The attestation chain is what sets the calendar for a foreign parent, so plan it first.

1. Notarise in the home country. A notary certifies the certificate of incorporation, the memorandum and articles, the board resolution and the incumbency certificate or register of directors.
2. Home-country foreign ministry. The notarised set is legalised by the foreign ministry (or the equivalent chamber route in some countries).
3. UAE Embassy or consulate in that country. The embassy attests each document. DMCC accepts one embassy-attested parent document; DET's mainland wording covers all parent documents.
4. UAE Ministry of Foreign Affairs in the UAE. On arrival the documents are counter-attested by MOFA. The published fee for commercial documents is AED 2,000 per document and processing is listed at zero to three business days; the fee schedule is on mofa.gov.ae.
5. Legal translation into Arabic and Ministry of Justice attestation. Mainland filings go to a Ministry of Justice licensed legal translator and the translation is attested. Free zones generally accept English.

Four documents through this chain means AED 8,000 in MOFA fees before any licence fee, plus notary, embassy and translation charges that differ by country. If the parent sits in a country that issues apostilles, note that the UAE is not party to the apostille convention, so the embassy step still applies.

Costs in 2026: what we can verify

Government fee schedules in Dubai are uneven. DET publishes no fee table for a standard mainland licence, so any precise mainland government figure you see elsewhere is an estimate. DMCC publishes everything. Noble Core's package prices below are our client rates; government and third-party fees are quoted from the authority's own pages and should be confirmed on the official portal at the time of filing.

What is not in the table: office rent (mainland needs an Ejari-registered lease, and the Dubai Land Department fee for the Ejari certificate is AED 177.75 online), health insurance for each visa holder, and the home-country notary and embassy fees. Noble Core packages include the licence, registration, establishment card, e-channel registration and, in visa tiers, the visa, medical and Emirates ID. The DMCC schedule of charges and the free zone cost pages we re-verify every six months are summarised in our UAE business setup cost index.

Capital, management and the shareholder resolution

Three structural points decide how smoothly the file moves.

Share capital. Dubai mainland does not impose a statutory minimum for an LLC in most activities, but the memorandum must state a capital that is adequate for the activity, and some regulated activities carry their own minimum. Free zones set capital in their regulations; DMCC's template memorandum carries the figure you choose. For a subsidiary the parent subscribes the whole capital, and the bank may ask to see the parent's board approval for the amount when it opens the account.

Manager. Every LLC names a manager on the licence. For a subsidiary this is usually a group executive or the Dubai country head. The manager does not need to be a shareholder and does not need to be resident at licensing, but the manager's passport and, where applicable, Emirates ID go into the file, and the manager normally takes the first visa under the new company.

The board resolution. This single document causes more rejections than any other. It must be issued by the parent's board (or sole director) in the correct form for the parent's own law, approve the formation of a company in Dubai by name and legal form, state the capital and the shareholding, appoint the manager and the authorised signatory, and empower that signatory to sign the memorandum, lease and bank forms. DMCC supplies a template and will accept your own wording if it covers every template point. Draft it once with the authority's requirements in front of you rather than reusing a resolution written for another country.

Licensing steps on mainland and in DMCC

Once the attested documents are in hand, the authority steps are short.

Mainland (DET):

1. Initial approval through the Invest in Dubai portal, with the trade name reserved and the activity and legal form fixed. The portal is at investindubai.gov.ae.
2. Submission of the attested parent documents, the board resolution and the manager's identity documents.
3. DET issues the memorandum for the LLC; the authorised signatory signs it.
4. External approvals where the activity needs them (for example Dubai Municipality, the Dubai Health Authority or the Knowledge and Human Development Authority).
5. Ejari-registered office lease, or the Instant Licence route with a virtual business site for the first year only.
6. Licence issued; Dubai Chamber membership and the General Directorate of Residency and Foreigners Affairs (GDRFA) establishment card follow, then the Ministry of Human Resources and Emiratisation (MOHRE) establishment file for work permits.

DMCC:

1. Pre-approval online with the AED 1,000 payment and the copy documents. DMCC states five to ten working days and the pre-approval is valid for 90 days.
2. Registration: originals sighted by a DMCC representative or an international service provider, board resolution and memorandum signed, fees paid through the portal.
3. Licence issued after the office or flexi-desk is contracted; establishment card, then visas through DMCC's own service desk.

In both routes the subsidiary ends with its own licence number, its own establishment card and its own immigration file. Nothing is shared with the parent, which is exactly what the structure is for.

Corporate tax, VAT and tax groups for a parent-subsidiary pair

A Dubai subsidiary is a resident juridical person for UAE corporate tax from the day it is incorporated. The points that matter to a group finance team:

• Registration deadline. A company incorporated on or after 1 March 2024 must apply for corporate tax registration within three months of incorporation (FTA Decision 3 of 2024). Missing it costs AED 10,000. The rule and the penalty are on tax.gov.ae.
• Rate. 0% on taxable income up to AED 375,000 and 9% above it. A free zone subsidiary that meets the qualifying free zone person conditions (adequate substance, qualifying income, audited financial statements, de minimis non-qualifying revenue) pays 0% on qualifying income; otherwise it is taxed like a mainland company.
• Tax group. The Federal Tax Authority allows a parent and subsidiary to file as one tax group when both are UAE resident juridical persons, the parent holds at least 95% of the share capital, at least 95% of the voting rights and is entitled to at least 95% of profits and net assets, neither is an exempt person or a qualifying free zone person, and both share a financial year and accounting standards. A foreign parent therefore cannot group with its Dubai subsidiary; a UAE holding company can.
• Dividends up to the parent. Dividends a UAE parent receives from a UAE resident subsidiary are exempt. Dividends paid to a foreign parent carry no UAE withholding tax; how they are taxed abroad depends on the parent's country and any treaty. Our participation exemption guide sets out the 5% and twelve-month tests for foreign holdings.
• Transfer pricing. Intra-group charges (management fees, royalties, loans, goods) between the parent and the Dubai subsidiary must be at arm's length and documented. Groups above the FTA thresholds keep a master file and local file.
• VAT. Separate from corporate tax. The subsidiary registers for VAT once taxable supplies pass AED 375,000 in twelve months, and a UAE parent and subsidiary can apply for a VAT group if they are related and established in the UAE.
• Small business relief. A UAE resident company with revenue up to AED 3 million in the relevant and all previous tax periods can elect for small business relief for tax periods ending on or before 31 December 2026, but not if it is part of a multinational group above the country-by-country reporting threshold or a qualifying free zone person.

This section is general information; confirm the position for your group with a registered tax agent before the first return.

Banking, visas and the first year of compliance

Bank account. UAE banks run know-your-customer checks on the parent and its UBOs, not just on the Dubai manager, so the attested parent documents, the group chart and the UBO declaration do double duty. Expect questions on the parent's audited accounts, the source of the subsidiary's capital and the expected flows with the parent. Noble Core's account opening support is AED 800 and we prepare the file in the order the bank's compliance team reads it. Our guide to opening a corporate bank account in the UAE lists the document set bank by bank.

Visas. The subsidiary applies for its own establishment card (GDRFA in Dubai mainland, the zone's immigration desk in a free zone, the Federal Authority for Identity, Citizenship, Customs and Port Security (ICP) elsewhere) and its own quota. The manager's visa usually comes first; staff visas follow once MOHRE work permits are in place. Visa counts depend on office size on mainland and on the package in a free zone, and no consultant can promise a quota or an approval; the authority decides each application.

Annual obligations. Licence renewal every year (free zone renewals follow the zone's schedule; our free zone licence renewal cost guide lists them), UBO register updates within 15 working days, corporate tax return within nine months of the financial year end, audited financial statements where the zone or the tax regime requires them, and Ejari renewal for mainland premises. The parent should diarise these alongside its own filings; a lapsed Dubai licence blocks visas and bank transactions at the worst moment.

Common mistakes to avoid

• Starting the licence before the attestation. The authority steps take days; the home-country chain takes weeks. Order the documents first.
• A board resolution that does not match the file. Wrong company name, missing capital figure, no authorised signatory. Draft it against the authority's checklist.
• Choosing a free zone and then selling to mainland customers. That forces a second entity. Decide where the revenue comes from before choosing the jurisdiction.
• Assuming the parent's tax position covers Dubai. The subsidiary registers, files and pays on its own. Three months to register, AED 10,000 if missed.
• Treating a foreign parent as a tax group member. The 95% test applies between UAE resident entities only.
• Skipping the UBO trace. A declaration that stops at the parent is rejected; trace to individuals or to the senior managing official.
• Under-documenting intra-group charges. Management fees from the parent without a transfer pricing file are the first thing an audit queries.
• Renting an office before the activity is approved. Some activities need external approvals that change the premises requirement.
• Picking a trade name that mirrors the parent without checking Dubai naming rules. Some words and formats are restricted and the DET name reservation can fail late.
• Forgetting the Arabic translation on mainland. English-only parent documents are not accepted by DET.

What Noble Core does for you

Noble Core Ventures is an independent private business setup consultancy, operating since 2020 with staffed offices in Dubai and Riyadh. We are a registered partner of DET and of the UAE free zones, which means we file directly rather than through an intermediary. For a subsidiary we:

• review the parent's documents and tell you exactly which ones need notarisation, embassy attestation, MOFA counter-attestation and Arabic translation before anything is couriered;
• draft the board resolution and authorisation letter against the authority's checklist;
• reserve the name, fix the activity codes, confirm the ownership rule for each code and file the licence with DET or the free zone;
• prepare the UBO declaration and group chart in the form the authority and the bank both accept;
• handle the establishment card, visas and the AED 800 bank account support;
• register the company for corporate tax (AED 400) and VAT (AED 500) and set the first-year compliance calendar.

Mainland subsidiary packages start at AED 24,999 and free zone subsidiaries from AED 12,500. If you are already comparing jurisdictions, our overview of company formation in the UAE sets the free zone and mainland options side by side, and our main guide to company formation in Dubai covers the licence types in depth.

Send us the parent's certificate of incorporation and a one-line description of what the Dubai company will do, and we will reply with the document list, the attestation count and a fixed quote. WhatsApp us on +971 55 607 4231 or call +971 52 253 5694.

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