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Certificate of Incorporation in the UAE (2025 Guide)

Certificate of Incorporation in the UAE (2025 Guide)
Co-Founder & CEO movingo
Editor
Author
Iakov Kukushkin
Copywriter, Journalist
Oct 28, 2025
Entrepreneurs in the UAE sometimes get confused about the difference between a certificate of incorporation (COI) and a Trade License. These two documents both prove that your business exists, but there's a big difference between them. This article will explain the difference in detail and who needs a certificate of incorporation.

What is a Certificate of Incorporation?

Certificate of Incorporation (or Certificate of Formation — it’s the same) is an official document issued by a regulatory authority that confirms a company or legal entity has been properly registered and incorporated. Essentially, it acts as the company's "birth certificate," proving that it legally exists under UAE law. The COI usually contains important corporate information, such as the company name, registration number, date of incorporation, and shareholders.

The COI is issued by various government agencies:
  • For Free Zone entities, the Free Zone authority where the company is registered issues the certificate.
  • Offshore companies can also get certificates of incorporation that show they're registered in the country.
  • Mainland/Onshore companies don't receive a separate certificate — only the Trade License.

Key elements on the COI

Depending on the jurisdiction, a typical UAE Certificate of Incorporation will contain the following:
  • Official company name
  • Registration / incorporation number
  • Date of incorporation / registration
  • Legal form / entity type (e.g. LLC, branch, Free Zone entity)
  • Business activity / nature of permitted business
  • Share capital (where applicable)
  • Names and details of shareholders, directors
  • Registered office address / legal address
  • Duration / validity / term (if limited)
  • Jurisdiction / issuing authority stamp and signature / official seal
  • Possibly additional clauses like amendments, disclaimers, or conditions of issuance
Key elements on the COI in the UAE

This is why a certificate of incorporation is important for businesses in the UAE. Benefits of having COI

  • Legal recognition and existence

    It legally confirms that the company is real and recognized under UAE laws. Without it, the business can't be treated as a real company.
  • Access to banking and other financial services

    Financial institutions and banks almost always require a COI as part of their due diligence process when opening corporate accounts, issuing credit, or granting financing.
  • Contracting and legal agreements

    When a company signs contracts, leases, or forms partnerships, the other party often asks for a COI to prove that they're a legitimate business.
  • Visa sponsorship and permits

    The COI is often required for labor/employment visas, shareholder or director visas, and immigration formalities.
  • Access to government tenders, licensing and regulatory compliance

    Many government bodies, regulatory authorities, and public procurement processes require COI. Certain business licenses and regulatory permits may also require it.
  • Corporate changes and transactions

    For transferring shares, merging companies, expanding branches, or other corporate restructurings, you need to prove your legal status with a COI.

When do banks or government bodies require a COI?

COI is most often required in the following situations:
  • Opening a corporate bank account
  • Applying for corporate loans or credit lines
  • Applying for visas, immigration permits, or labor approvals
  • Participating in public tenders or government contracts
  • Regulatory licensing (financial activities, telecom, healthcare, etc.)
  • Corporate formalities (mergers, branch registration, cross-jurisdiction expansion)
  • Verifying counterparties in commercial contracts
  • Submitting documentation to foreign embassies / consulates (e.g. for attestation / legalization)
In this case, the most frequent occurrence is when opening a bank account is delayed due to missing COI. This happened with one of our client and it caused a problem with the deal.

Muhammad set up his little wicker furniture business and started talking to his first potential customer. The customer needed the details of Muhammad's business bank account so they could pay for their order. So, Muhammad went to the bank to set up an account. But the bank needed a COI, and Muhammad didn't have one. By the time Muhammad obtained the certificate and set up the account, much time had passed, and the customer had found someone else to do business with.

Who needs a Certificate of Incorporation in the UAE?

Depending on their structure and jurisdiction, virtually all business entities in the UAE require a COI. Specifically:
  • Free zone companies
  • Offshore companies (in those jurisdictions that issue incorporation certificates)
  • Foreign parent companies that register branches or subsidiaries in the UAE
Mainland businesses don't even get a separate "Certificate of Incorporation" — the Trade License itself acts as proof of registration. However, with a COI certificate, you can rest assured that you have reliable proof of your company's registration.
The Certificate of Incorporation is essential for any business. Without it, the company can't enter into contracts, open bank accounts, or protect its assets from business risks. Issuing this document is a mandatory part of our work with clients on business incorporation. Although some customers initially do not intend to do so, we explain to them why it is important.

Legal difference between Certificate of Incorporation and Trade License

  • Certificate of Incorporation

    Confirms that the entity has been legally established, i.e., incorporated. It includes information on shareholding, directors, and registration date.

  • Trade License

    Allows a company to conduct business activities, such as selling products, providing services, and manufacturing goods. It specifies the type of business you can conduct and the regulations you must follow.

List of documents required to obtain a COI in the UAE

Here's a general, yet fairly comprehensive, list of documents typically required for a Certificate of Incorporation. However, it varies slightly from emirate to emirate and Free Zone to Free Zone.
To avoid getting lost in all the paperwork and complexities of getting a certificate in different jurisdictions, you can hire professionals who know their stuff. They'll make the process easier and save you a lot of time and hassle.

How to get a Certificate of Incorporation in the UAE

Easy way

1
Contact movingo
We will explain how the registration process works and provide other important details.
2
We will prepare and finish all the necessary paperwork
Depending on the jurisdiction, we will handle all the necessary paperwork, permits, and contracts.
3
You will receive your COI
No headaches. No wasted time.

Another way

  • Choose jurisdiction & legal structure
    First, decide whether to incorporate on the mainland or in a free zone. Then, select the appropriate legal entity, such as an LLC, branch, or free zone company.
  • Select business activities & trade name
    Select and reserve a trade name with the relevant authority, and choose business activity codes.
  • Obtain initial approvals
    Submit a preliminary application and obtain "initial approval" from the relevant authority (DED or Free Zone authority) confirming that the proposed entity can be registered.
  • Draft & notarize MOA
    Prepare the company's constitution documents and get them notarized or legalized, as required.
  • Secure office / lease agreement
    Provide evidence of a physical address, such as an office lease or flexi-desk agreement.
  • Submit full incorporation application
    Submit all required documents, signed forms, approvals, and supporting materials to the relevant authority.
  • Pay fees
    Pay the registration and any other required charges.
  • Receive Certificate of Incorporation
    Once the authority is satisfied with the documentation and payment, they will issue the COI. In many free zones, the trade license is issued either at the same time as or after the COI.

How long is a Certificate of Incorporation valid in the UAE?

COI does not have an expiration date. It is simply a permanent record of the company's formation, as long as the company is registered and in good standing with the government. Unlike a COI, a trading license has an expiration date. It is typically valid for 1 to 5 years.

How to verify a COI in the UAE

Verifying a COI ensures its authenticity, which is critical in due diligence and cross-border dealings. Below are some ways you can manage it:
  • For Free Zone companies

    Free Zone authorities websites

    Companies registered in Free Zones like the DMCC, RAKEZ, or DIFC need to be verified by the authority that issued them a COI and trade license. Many Free Zones offer online search tools or public registries where you can check the status of registered companies.

  • For all companies

    Ministry of Economy (MoE) webpage

    MoE offers e-services, such as an inquiry service that allows users to obtain details or a copy of a commercial company's file, as well as a service that allows users to verify business licenses via the National Economic Register portal.

If you need to use documents from outside the UAE in the Emirates — like a COI for a foreign branch — they must be officially verified and certified through a multi-step process with the UAE's Ministry of Foreign Affairs. This process ensures that the document is legally valid in the UAE.

Amend your Certificate of Incorporation in the UAE by steps

When a company's details change, like shareholders, directors, activities, finances, locations, and so on, your need to update your COI. Here's how it usually goes:
Board / shareholder resolution
Draft and approve a resolution authorizing the change (e.g. change of shareholders, change of business activity).
Prepare supporting documents
Prepare an amended MOA and a new lease agreement if the address changes. Also prepare identity proofs of the new parties.
Submit amendment application
Submit the amendment request to the issuing authority (DED or free zone authority) along with the necessary documents.
Pay amendment fees
The cost depends on the type of changes made.
Issuance of updated COI
Once approved, the authority issues a revised COI reflecting the amendments.The cost depends on the type of changes made.
Update third parties
Distribute the amended COI to banks, clients, authorities, etc., as needed.
We recommend consulting a specialist before making any changes to important business documents.

How much does It cost to get a COI in Dubai?

The cost of obtaining a Certificate of Incorporation and related incorporation/licensing depends on several factors, including the emirate, whether it is a Free Zone or Mainland, the business activity, the office size, and any additional approvals required. Some indicative figures are as follows:
  • In Dubai, the cost of a standard business setup can range from AED 10,000 to over AED 20,000.
  • In Free Zones, incorporation costs can start from lower ranges, (form AED 6,000-7,000), though prices vary by zone, facilities, and services.
Note that the "COI cost" isn't usually a separate line item — it's part of the overall company setup, registration, and licensing fees.

Certificate of Incorporation UAE Sample

CERTIFICATE OF INCORPORATION

Issued by: Dubai Department of Economic Development
Registration Number: 1234567
Date of Incorporation: 15 March 2025
Legal Form: Limited Liability Company (LLC)
Company Name: ABC Trading LLC
Business Activities: General trading, import/export, consultancy
Share Capital: AED 500,000
Registered Office Address: Office 204, Building X, Business Bay, Dubai, UAE
Name(s) of Shareholder(s):
John Doe (50%)
Jane Smith (50%)
Name(s) of Director(s):
John Doe
Duration / Validity: Perpetual / until dissolution
Official Seal, Signature & Stamp of Authority

How movingo can help you obtain a Certificate of Incorporation

We provide turnkey business incorporation services in the UAE. We will take care of obtaining your COI and other important matters. We will advise you on the documents you need for your jurisdiction and company type. We can also advise you on all matters related to business documents.

UAE Certificate of Incorporation FAQ

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