free-zone-to-mainland-do-you-really-need-to-close-your-company

Free Zone to Mainland: Do You Really Need to Close Your Company?

A lot of business owners set up in a Dubai free zone for the obvious reasons – full foreign ownership, no corporate tax on qualifying income, and a fast, low-cost setup. But growth has a way of exposing the limits of that structure. The moment you want to bid for a government contract, open a shop in a mainland mall, or invoice a client directly without routing through a distributor, the free zone license starts to feel like a ceiling rather than a launchpad.

You don't always have to close your free zone company to access the mainland.

Bottom Line

That distinction is the first thing to get straight, because it changes everything else about cost, timing, and paperwork. If your free zone company has been quietly doing mainland business – delivering to a Dubai-based client, running a project outside your free zone boundary – you may already be operating outside your license terms without realizing it. Dubai's Department of Economy and Tourism (DET) tightened this in 2025, and companies already doing this before the rule changed were given a one-year window to regularize their status, understood to have closed in March 2026. If this applies to you, addressing it is no longer optional.

Your two real options
Option Best for Free zone company
Permit or branch license Ongoing or one-off mainland work, alongside your free zone business Stays open, unchanged
Full conversion Leaving the free zone permanently Closed and replaced with a new mainland company

Most businesses only need the branch route. Full conversion makes sense when the free zone jurisdiction no longer fits how you operate at all – you need a physical mainland office, a mainland-only license type, or the business has fully outgrown what the free zone can offer.

What changed in 2025?

Before the Dubai Executive Council issued Resolution No. 11 of 2025, a free zone company that wanted mainland business had two unattractive choices: work through a mainland distributor, or set up a whole separate mainland company – double the licenses, double the renewals. The 2025 resolution created a middle path: free zone companies can now apply for a permit or a mainland branch license through DET, operating on the mainland while keeping the free zone entity, its ownership, and its tax position intact.

How full conversion (redomiciling) actually works

Since there's no direct switch from one license type to the other, it's really a close-one/open-another process, sequenced carefully so there's no gap in trading:

  1. Confirm with your free zone authority that all fees are settled and any lease or service obligations are cleared, then apply for a No Objection Certificate confirming you're clear to exit.
  2. Cancel the free zone license, submitting the required board resolution and clearance documents, and close its linked bank account.
  3. Apply for the new mainland license with DET, choosing your legal structure (usually an LLC) and confirming your business activity.
  4. Secure an Ejari-registered mainland office – mainland companies can't run on a virtual desk – this is required before the license is finalized.
  5. Once the mainland license is issued, complete VAT registration if applicable, then transfer staff visas and open a new corporate bank account under the mainland entity.
Don't overlook tax

A free zone company that qualifies as a Qualifying Free Zone Person can pay 0% tax on qualifying income. That doesn't carry over to mainland income – earnings through a mainland branch or a converted mainland entity are generally taxed at the standard 9% rate. Business owners often view this purely as an operational move, overlooking that it can meaningfully change their tax position as well.

What the regulations say

The Dubai Executive Council issued Resolution No. 11 of 2025, effective 3 March 2025, allowing free zone companies to obtain permits or branch licenses to operate on the mainland without setting up a separate onshore company. Companies already conducting mainland business before that date were given a one-year grace period from the effective date to regularize their status, which the DET Director General may extend once for the same duration. Mainland licensing sits with DET, and tax treatment follows the UAE Corporate Tax Law's Qualifying Free Zone Person rules.

Need Help?

Whether you need a mainland branch license or a full conversion, getting the structure right the first time saves real money. MSI Auditors can assess your setup and manage the transition end-to-end. Call +971 55 646 0108 or visit msiauditors.com.

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