Executive Council Resolution No.
(11) of 2025
Regulating the Conduct of
Free Zone Establishments’ Activities
within the Emirate of Dubai[1]
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We,
Hamdan bin Mohammed bin Rashid Al Maktoum, Crown Prince of Dubai, Chairman of
the Executive Council,
After perusal of:
Federal Law by Decree No. (32) of 2021 Concerning Commercial
Companies;
Federal Law by Decree No. (37) of 2021 Concerning the
Commercial Register;
Cabinet Resolution No. (55) of 2021 Determining the List of
Activities with Strategic Impact;
Law No. (13) of 2011 Regulating the Conduct of Economic
Activities in the Emirate of Dubai and its amendments;
Law No. (5) of 2021 Concerning the Dubai International
Financial Centre;
Law No. (20) of 2021 Establishing the Department of Economy
and Tourism in the Emirate of Dubai;
Law No. (26) of 2023 Concerning the Executive Council of the
Emirate of Dubai;
Decree No. (13) of 2024 Establishing the Unified Digital
Window for Establishing Companies in the Emirate of Dubai; and
The legislation establishing and regulating Free Zones in
the Emirate of Dubai,
Do
hereby issue this Resolution.
Definitions
Article (1)
The following words and expressions,
wherever mentioned in this Resolution, will have the meaning indicated opposite
each of them unless the context implies otherwise:
|
Emirate: |
The Emirate of Dubai. |
|
DET: |
The Department of Economy and Tourism in the Emirate
of Dubai. |
|
Director General: |
The director general of the DET. |
|
Free Zone: |
Any free zone established in the Emirate by or under
the relevant legislation. |
|
Establishment: |
A Company or corporation licensed by the Licensing
Authority to operate in the Free Zone. |
|
Licensing Authority: |
Any authority legally mandated to supervise a Free
Zone and license the Establishments operating therein. |
The provisions of this Resolution apply to the
Establishments wishing to conduct their Activities outside of Free Zones. This
Resolution does not apply to financial Establishments licensed to operate in
the Dubai International Financial Centre.
a.
An Establishment may conduct its
Activities outside of a Free Zone and within the Emirate, subject to obtaining any
of the Licences or Permits specified in Article (4) of this Resolution.
b.
An Establishment licensed or
authorised to conduct its Activities outside of the Free Zone and within the
Emirate must:
1.
comply with the regulations
stipulated in the relevant federal and local legislation that is applicable to the
Activity to be conducted; and
2.
maintain separate financial records
for the Activities conducted outside of the Free Zone and within the Emirate,
distinct from those kept for Activities conducted within the Free Zone.
c.
Where an Establishment intends to conduct Activities outside of
the Emirate, it must obtain the required Licences and Permits from the competent
entities in the jurisdiction where the Activities will be conducted, in
accordance with the legislation applicable to those entities.
a.
The DET may, subject to the conditions stipulated in this
Resolution, authorise an Establishment to conduct its Activities outside of the
Free Zone and within the Emirate by issuing:
1.
a Licence to establish a branch of
the Establishment within the Emirate;
2.
a Licence to establish a branch of
the Establishment operating out of the Free Zone; or
3.
a Permit to the Establishment to
conduct specific Activities within the Emirate.
b.
The Licences referred to in sub-paragraphs (a)(1) and (a)(2) of
this Article will be valid for a period of one (1) year, renewable for the same
period.
a.
The DET will issue an Establishment with a Licence to establish a
branch within the Emirate, subject to the following conditions:
1.
The Establishment must submit an
application to the DET for a Licence to establish a branch within the Emirate,
complying with the forms, processes, and procedures adopted by the DET for this
purpose.
2.
The prior approval of the Licensing Authority must be obtained.
3.
The approval of the Government entities in charge of supervising
the Activity to be conducted by the branch outside the Free Zone and within the
Emirate must be obtained, where required.
4.
The Establishment’s Licence
issued by the Licensing Authority must be valid.
5.
The branch of the
Establishment must be located within the Emirate.
6.
The prescribed fees must be
paid to the DET in accordance with applicable legislation.
7.
Any other conditions prescribed by any relevant resolution issued
by the Director General must be met.
b.
An Establishment’s branch licensed
in accordance with paragraph (a) of this Article will have no separate legal
personality nor be deemed independent of its parent Company.
a.
The
DET
will issue an Establishment with a Licence to establish a branch in the Free
Zone for the purposes of conducting its Activities within the Emirate, subject
to the following conditions:
1.
The Establishment must submit to the DET an application for a
Licence to establish a branch, complying with the forms, processes, and
procedures adopted by the DET for this purpose.
2.
The DET must be provided with all
documents and information it requests, including:
a. a copy of the Establishment’s
memorandum of association;
b. a copy of the trade licence issued
by the Licensing Authority; and
c. a copy of the passport and
Emirates Identity Card of the Establishment’s manager.
3.
The approval of the Licensing Authority must be obtained.
4.
The approval of the Government entities in charge of supervising
the Activity to be conducted outside of the Free Zone and within the Emirate
must be obtained, where required.
5.
The Establishment’s Licence
issued by the Licensing Authority must be valid.
6.
The fees prescribed pursuant
to this Resolution must be paid.
7.
Any other conditions
prescribed by a relevant resolution issued by the Director General must be met.
b.
An Establishment’s branch licensed
in accordance with paragraph (a) of this Article will have no separate legal
personality nor be deemed independent of its parent Company.
The DET may issue an Establishment with
a temporary Permit, valid for a period not exceeding six (6) months, to conduct some of its Activities
outside of the Free Zone and within the Emirate, subject to the following
conditions:
1.
The Establishment must submit to the DET an application for a
Permit to conduct the Activities, complying with the forms, processes, and
procedures adopted by the DET for this purpose.
2.
The DET must be provided with all
documents and information it requests, including:
a. a copy of the
Establishment's memorandum of association; and
b. a copy of the trade licence issued
by the Licensing Authority.
3.
The approval of the Licensing Authority must be obtained.
4.
The approval of the Government entities in charge of supervising
the Activity to be conducted within the Emirate must be obtained, where
required.
5.
The Licence issued to the
Establishment by the Licensing Authority must be valid.
6.
The Activities to be conducted within the
Emirate must be on the list mentioned in Article (9) of this Resolution.
7.
The fees prescribed pursuant to
this Resolution must be paid.
8.
Any other conditions prescribed by a relevant resolution issued by
the Director General must be met.
An Establishment licensed
or authorised under this Resolution to conduct its Activities within the
Emirate may engage its existing workforce registered on the Free Zone portal,
and may continue to benefit from all Free Zone employment privileges applicable
to that workforce.
The DET, in coordination
with the relevant Licensing Authority, will issue, within a period not
exceeding six (6) months from the effective date of this Resolution, a list of
Economic Activities that an Establishment may conduct within the Emirate specifying
whether such Activities require a Licence to establish a branch within the
Emirate, a Licence to establish a branch operating out of the Free Zone, or a
Permit to conduct specific Activities.
The legislation in force in
the Emirate, including the administrative penalties and measures stipulated
therein, will apply to Establishments licensed or authorised
under this Resolution to conduct their Activities within the Emirate.
An Establishment licensed
or authorised under this Resolution to conduct its Activities within the
Emirate will be subject to audit and inspection in accordance
with the applicable federal and local legislation governing its Activities, and
with the procedures agreed upon between the DET and the relevant Licensing
Authority.
In return for issuing Licences to an Establishment
to establish a branch operating out of the Free Zone and for issuing Permits to
an Establishment to conduct some of its Activities within the Emirate, the DET
will collect the following fees:
1.
ten thousand dirhams (AED 10,000.00) per
year for issuing or renewing an Establishment with a Licence to establish a
branch operating out of the Free Zone; and
2.
five thousand dirhams (AED 5,000.00) for
issuing or renewing a temporary Permit for the Establishment to conduct
specific Activities in the Emirate.
All Establishments conducting
Activities outside of the Free Zone and within the Emirate by the effective
date of this Resolution must comply with its provisions within one (1) year
from that date. The Director General may, where necessary, extend this grace
period once for the same period.
Any provision in any other
resolution is hereby repealed to the extent
that it contradicts the provisions of this Resolution.
This Resolution will be published in the Official Gazette and
will come into force on the day on which it is published.
Hamdan bin Mohammed bin Rashid Al Maktoum
Crown Prince of Dubai
Chairman of the Executive Council
Issued in
Dubai on 3 March 2025
Corresponding
to 3 Ramadan 1446 A.H.
©2025 The Supreme Legislation Committee in the
Emirate of Dubai
[1]Every effort has been made to produce an
accurate and complete English version of this legislation. However, for the
purpose of its interpretation and application, reference must be made to the
original Arabic text. In case of conflict, the Arabic text will prevail.