Converting a free zone company to a mainland company in Dubai was, until October 2025, something UAE law simply did not provide for. Then the UAE issued Federal Decree-Law No. 20 of 2025 on 1 October 2025, and it entered into force on 15 October 2025, the day after publication in Federal Gazette No. 809 [1]. It inserted Article 15bis into the Commercial Companies Law and created a statutory re-domiciliation mechanism: a company can transfer its registration from one competent authority to another while keeping the same legal personality [1][3].
Almost every page you will find on this subject still states flatly that no conversion exists. As a statement of law that is now incomplete. As a statement of what most founders can actually do this month, it is still broadly right, because the implementing procedure for a Dubai free zone to Department of Economy and Tourism (DET) transfer is not confirmed as complete [2]. Both halves of that sentence matter, and you should not act on either one alone.
Since 2013, BusinessDubai.ae has handled free zone registrations, DET mainland licences and the closures that sit between them. This guide covers the legal position after Article 15bis, the corporate tax timing trap that costs more than every other line item combined, what survives the move and what does not, the order of operations, itemised costs, and who should not move at all.
Can you convert a free zone company to a mainland company in 2026?
Legally, yes. Article 15bis of the Commercial Companies Law, inserted by Federal Decree-Law No. 20 of 2025 and in force since 15 October 2025, lets a company transfer its registration between competent authorities without dissolving [1]. Practically, for most Dubai free zone to DET pairings, you are still looking at a close-and-reopen in September 2026 [2].
Those two sentences have to travel together. If you read only the first, you will delay a move waiting for a procedure that may not be open to you. If you read only the second, you may liquidate a company that could have been transferred intact, losing its contracts, its incorporation date and its banking history for no reason.
Here is the split, stated plainly.
| Question | The legal position since 15 October 2025 | The practical position as of September 2026 |
|---|---|---|
| Does UAE law provide a conversion route? | Yes. Article 15bis creates a transfer of registration between competent authorities [1][3] | Yes, but the route has to be open at both ends |
| Does the company survive the move? | Yes. Legal personality is retained, so assets, liabilities and contracts travel with it [3][4] | Only if the transfer is actually executed under Article 15bis |
| Is it available for a Dubai free zone to DET transfer? | The law expressly contemplates transfers between authorities, including to and from DIFC and ADGM [1][4] | Not confirmed. Implementing regulations were not complete for all transfer categories as of the most recent legal source [2] |
| What happens if it is not available for your pairing? | Nothing in the law forces a closure | You incorporate a new DET company and wind the free zone entity down |
| What should you do first? | Nothing | Ask your free zone registrar and DET, in writing, whether Article 15bis is available for your specific transfer |
The practical consequence is a single question you ask before anything else: is Article 15bis re-domiciliation available for my free zone registrar and my receiving authority, today, and what is the procedure. Get the answer in writing from both sides. It costs nothing, it takes a week, and it is the difference between a transfer and a liquidation.
Real Talk: Do not let a consultant, including us, tell you that re-domiciliation is or is not available for your pairing without showing you the registrar's own answer. The law is only sixteen months old, the commercial registers are being upgraded at different speeds, and what was true for a RAKEZ company in March may not be true for a DMCC company in October. The only reliable source is the two registries involved in your transfer.
Whether you end up on the transfer route or the close-and-reopen route, the destination is the same licence. Our mainland company setup page itemises what a DET licence costs and what it includes, and our free zone company setup page shows what you would be giving up, so you can price both sides of the decision before you commit to either.
What does Article 15bis actually say, and what does it require?
Article 15bis lets a company registered with one competent authority in the UAE transfer that registration to another while retaining its legal personality [1][3]. It requires a special resolution of the General Assembly, or an absolute majority of partners, and the consent of both the transferring and receiving registries. It is conditional on the technical capability of the commercial registers involved [2][4].
That last condition is the whole story. The statute does not simply switch on a service; it permits a transfer where the registers can support one. Free zones in the UAE run their own commercial registers with their own systems, and connecting those to the federal and emirate-level registers is an implementation project, not a legal event.
The mechanism covers more than the free zone to mainland direction. Commentary on Federal Decree-Law No. 20 of 2025 describes it as expressly covering transfers to and from the Dubai International Financial Centre (DIFC) and Abu Dhabi Global Market (ADGM), which were previously handled through their own continuation regimes rather than the Commercial Companies Law [1][4].
Common Mistake: Treating the special resolution as a formality you can paper later. Article 15bis is a corporate act, not an administrative filing. If your shareholders' agreement has reserved-matter provisions, a quorum threshold or a drag provision, a transfer of the company's registration will almost certainly engage them. Get the resolution drafted and passed properly before you approach either registrar, because a registrar that asks for it and receives something improvised will stop the file.
What Article 15bis does not do is make the tax, employment or customs consequences disappear. A transfer preserves the legal person. It does not, by itself, tell the Federal Tax Authority (FTA) that your free zone substance ended on a particular date, and it does not renew an employee visa quota. Those are separate conversations with separate authorities, and the next two sections are where the real money is.
What happens to your corporate tax if you stop being a free zone person mid-year?
This is the single most expensive detail here, and no consumer-facing page states it. If a Qualifying Free Zone Person (QFZP) fails the QFZP conditions at any point in a tax period, it ceases to be a QFZP from the first day of that period, and for the four following tax periods [5]. The loss is backdated, not prospective.
The QFZP conditions include maintaining adequate substance in a free zone throughout the tax period [5]. Moving your registration and your operations to the mainland part-way through a period is the textbook way to fail that condition. The consequence is not that your 0% stops on the day you move. The consequence is that it is treated as never having applied for that period at all.
Three things stack on top of each other, and each one makes the bill worse:
- The whole period is taxed at 9%, including the months before the move, when the company was genuinely operating from a free zone.
- There is no AED 375,000 nil band. The 0% band on the first AED 375,000 of taxable income is not available to a free zone person that has lost QFZP status for the period [5][6].
- Small Business Relief does not rescue you. A QFZP cannot claim Small Business Relief in any period, so there is no fallback for a company whose revenue is under the AED 3,000,000 threshold [7].
The arithmetic below uses a Dubai free zone consultancy on a calendar-year tax period with AED 2,400,000 of qualifying income in 2026, comparing a mid-December move against a move dated the first day of the next period.
| Line | Mainland licence issued 15 December 2026 | Mainland licence issued 1 January 2027 |
|---|---|---|
| Tax period affected | 1 Jan 2026 to 31 Dec 2026 | 1 Jan 2027 onward |
| QFZP status for the 2026 period | Lost, backdated to 1 January 2026 [5] | Intact for the full 2026 period |
| Qualifying income exposed | AED 2,400,000 | AED 0 |
| AED 375,000 nil band | Not available [5][6] | Not applicable, income taxed at 0% as qualifying income |
| Small Business Relief | Not available to a QFZP [7] | Not needed |
| Corporate tax on 2026 income | AED 216,000 | AED 0 |
| Cost of the timing decision | AED 216,000 | Nil |
Read that table as a timing instruction rather than a tax opinion. The later in your tax period you move, the more already-earned qualifying income the backdating sweeps up, because the backdate always runs to day one of the period regardless of when in the period the condition failed.
Quick Math: A free zone consultancy with AED 2,400,000 of qualifying income in calendar 2026 pays nothing on it while the QFZP conditions hold. Take the DET licence on 15 December 2026 and the same AED 2,400,000 is taxed at 9%, which is AED 216,000, because the loss backdates to 1 January. Wait seventeen days and take the licence on 1 January 2027 and that number is zero. Seventeen days of patience is worth AED 216,000.
The four-period lock-out is the part founders forget once the immediate bill is paid. Losing QFZP status is not a one-year event; the status is unavailable for that period and the four that follow [5]. If your plan involves keeping a free zone entity in the group, or opening a new one later for export income, that plan is dead for five tax periods. Our guide to the Qualifying Free Zone Person 0% regime sets out the conditions in full, including the de minimis limit of the lower of 5% of revenue or AED 5,000,000 [6].
Pro Tip: If your tax period is the calendar year and you have decided to move, the cheapest execution date in the year is almost always the first working day of January. Put the mainland licence application in during November, let the DET file sit ready, and have the licence issued in the new period. The same logic applies to any financial year end: the move wants to land on day one of a period, not in the middle of one.
What actually transfers, and what quietly stays behind?
Under an Article 15bis transfer the legal person survives, so assets, liabilities, contracts, intellectual property and corporate history travel with it [3][4]. Under close-and-reopen almost nothing travels automatically: the trademark needs a recorded assignment, both tax registration numbers end, and the bank and Dubai Customs treat you as a new applicant until they say otherwise.
The table below separates the two routes item by item. It is the checklist to work through before you sign anything, because the items in the right-hand column are the ones that turn a tidy plan into a three-month gap in trading.
| Item | Under an Article 15bis transfer | Under close-and-reopen |
|---|---|---|
| Legal personality | Retained. The same company continues [1][3] | Ends. A new legal person is incorporated |
| Contracts with clients and suppliers | Travel with the entity, no re-execution by counterparties [3] | Must be novated or re-signed in the new company's name |
| Incorporation date and corporate history | Preserved [1][4] | Resets to the new DET incorporation date |
| Registered trademark | Stays with the same legal owner | Does not follow the business. Needs a formal assignment recorded with the UAE Trademark Office at the Ministry of Economy and Tourism [8] |
| Corporate Tax registration number | Registration follows the legal person | New legal person, new registration through EmaraTax [9] |
| VAT registration number | Registration follows the legal person | Old TRN is cancelled on deregistration; the new company registers afresh [10] |
| Bank account | Same account holder, but expect fresh KYC on the changed licence | Ask your bank before you commit. Treat it as a new customer file until your relationship manager says otherwise |
| Dubai Customs importer code | Tied to the licence that registered it | Ask Dubai Trade and Dubai Customs before you commit. Budget for a fresh application |
| Employee visas and establishment card | File moves with the entity, subject to the receiving authority | Cancelled under the free zone establishment and reissued under the DET establishment |
| Trade name | Follows the entity, subject to the receiving registrar's name rules | Reserved again at DET, subject to availability and DET naming rules |
Two rows on that list are honest unknowns rather than facts, and they are marked that way on purpose. Bank account continuity and customs code portability through a genuine change of legal entity are documented only by third parties, not by the bank or by Dubai Customs in a published rule. Ask both before you commit; do not plan around a blog's assurance, including this one.
Common Mistake: Cancelling the free zone licence and then telling the bank. Banks review the licence that supports the account, and an account whose underlying licence has been cancelled can be frozen while the file is reviewed, which is exactly the moment you need to be paying staff and suppliers. Notify your relationship manager in writing before the cancellation, with the new licence details ready, not after.
The trademark item catches more founders than any other. A mark registered in the free zone company's name belongs to that legal person, and closing that person does not pass the mark to your new DET company. The transfer is a distinct service at the Ministry of Economy and Tourism, requiring a notarised, certified assignment agreement, with an Arabic translation where the document originates abroad [8]. Our guide to trademark registration in the UAE covers the filing side; the assignment is a separate step, and it must be recorded, not merely signed.
Once the new entity is live, the recurring work starts again from zero: establishment card, visa quota, UBO register, accounting file, corporate tax registration and VAT. Our post-setup services team runs that calendar for clients so the filings that follow a migration do not land on whoever is least busy that week.
In what order do you do this, and what strands employee visas?
Incorporate the mainland company first, get the DET licence and establishment card issued, then move staff in tranches, then cancel the free zone visas, the establishment card and the licence in that order. Reverse it and your employees lose their sponsor before a new one exists, which puts them into a grace period with nothing to move to.
The sequencing error is specific and it is common. A free zone licence cancellation requires the visas under it to be cancelled first, and the establishment card to be closed. If you have not yet incorporated a mainland company, there is no establishment file to receive those employees, so the cancellation starts a grace period on each residence visa with no destination. With a handful of staff that is inconvenient. With twenty, it is a business interruption.
| Stage | What you do | Typical window | Why the order matters |
|---|---|---|---|
| 0 | Confirm your free zone activity has a DET mainland equivalent | Before anything else | The two activity registers are worded differently. An activity with no DET match blocks the entire move |
| 1 | Ask both registrars in writing whether Article 15bis applies to your pairing | Week 1 | The answer decides whether stages 2 to 8 happen at all |
| 2 | Incorporate the DET company, get initial approval, MoA, Ejari and the licence | Weeks 1 to 4 | Nothing can be issued to an entity that does not exist |
| 3 | Open or convert the bank account, with the bank notified in advance | Runs in parallel from week 1 | Bank onboarding is the longest pole and does not wait for you |
| 4 | Establishment card and visa quota under the new DET licence | Weeks 4 to 6 | The receiving file must exist before any visa is cancelled |
| 5 | Move employees in tranches, not all at once | Weeks 5 to 10 | Keeps the number of people simultaneously in a grace period small |
| 6 | Novate contracts, assign the trademark, reapply for the customs code | Weeks 5 to 12 | Counterparties and registries work at their own speed |
| 7 | Cancel remaining free zone visas, then the establishment card, then the licence | Weeks 10 to 14 | The chain only runs one way |
| 8 | Deregister the old entity for corporate tax and VAT, register the new one | Weeks 10 to 18 | The new entity's registration clock starts at its own incorporation, not at the old entity's closure |
Treat the windows as planning ranges from files we have run, not as a promise from any authority. Bank onboarding, a contested trade name and a single missing attestation are the three things that move the whole schedule to the right.
Based on our experience: The founders who come through this without a trading gap are the ones who accept running two entities in parallel for six to ten weeks and budget for it. The free zone licence stays alive, the free zone visas stay valid, and staff move across in twos and threes while both licences are current. It costs a few weeks of overlapping licence fees. It is far cheaper than a team sitting in grace periods while a DET file waits on an Ejari.
The visa chain itself is not unique to a migration, and we have covered it in depth: the cancellation order, the grace periods and what each step needs are in our guide to the UAE visa cancellation process. The migration-specific wrinkle is the one above, which is that the receiving establishment file has to exist and hold quota before you start cancelling anything.
For the closure side, the zone-by-zone liquidation mechanics, the clearance certificates and the final audit requirement are covered in our company liquidation in Dubai guide. The one thing that guide does not say, and that matters here, is that the liquidation must be timed against a live mainland incorporation rather than run as a standalone closure.
Get your migration sequence mapped→
What does the move actually cost in 2026?
A Dubai DET licence costs from about AED 18,200 in year one with no visa, and AED 26,355 with one investor visa, on BusinessDubai.ae's 2026 package, renewing at about AED 15,000 in year two [12]. The free zone exit side has no published schedule, so the honest answer is that the total is a quote, not a price.
That is the fair way to state it, and it is why every competitor page gives you a different range. DET does not publish one master fee table covering its full activity register; the licence fee is calculated per activity through DET's own cost tool. Any "mainland licence costs AED X" figure you read, including a figure from us, is a package price for a defined scope, not a government tariff.
| Cost item | Amount (AED) | Notes |
|---|---|---|
| DET mainland licence, year one, no visa | From 18,200 | BusinessDubai.ae 2026 package, licence only, visa not included [12] |
| DET mainland licence, year one, one investor visa | 26,355 | One-visa basis. Other emirates cost less [12] |
| Mainland renewal, year two | About 15,000 | Roughly 80% of year one [12] |
| Investor or partner visa, 2 to 3 years | 5,000 to 9,000 | Issued by immigration, no MOHRE employment step [12] |
| Employment visa, per employee, 2 years | 4,000 to 7,000 | MOHRE contract and approval required per person [12] |
| Free zone exit: liquidation, clearances, final audit | Not published | No Dubai free zone publishes a consolidated cancellation schedule. Demand an itemised quote in writing [12] |
| Overlap: free zone licence kept alive during the transition | Your current renewal, pro-rated | The deliberate cost of not stranding staff |
| Trademark assignment recorded at the Ministry of Economy and Tourism | Per mark, quoted case by case | Notarised and certified assignment agreement required [8] |
| New Dubai Customs importer code | Confirm with Dubai Trade | Do not assume the old code carries over |
| Corporate tax registration, new entity | Nil to register. AED 10,000 penalty if late [6] | The new company's own registration deadline runs from its own licence date |
The reason that table has three "not published" rows is that they genuinely are not published, and a number invented to fill them would be the most misleading part of the page. What you can do is refuse to accept a single headline figure. Ask your free zone and your consultant for a line-by-line quote covering every row above, including the overlap period, before you approve anything.
It is worth seeing what you are giving up on price alone. The comparison below uses BusinessDubai.ae's 2026 free zone package prices against the DET package, always on a stated visa basis.
| Factor | Dubai free zone | Dubai mainland (DET) |
|---|---|---|
| Licence only, year one | From AED 12,500 at Meydan Free Zone, Dubai South and Expo City [12] | From AED 18,200 [12] |
| With one visa | From AED 21,050 in Dubai [12] | AED 26,355 [12] |
| Foreign ownership | 100% | 100% for most activities |
| Selling to mainland customers | Needs a branch, dual licence or temporary permit under Executive Council Resolution No. 11 of 2025 [11] | Direct, including government tenders |
| Corporate tax on qualifying income | 0% while the QFZP conditions hold [5] | 0% to AED 375,000, 9% above [6] |
| Small Business Relief | Never available to a QFZP [7] | Available to AED 3,000,000 revenue for periods ending on or before 31 December 2029 [7] |
| Year two | About 80% of year one [12] | About AED 15,000 [12] |
The gap on the one-visa basis is roughly AED 5,300 a year in licence terms, which is not the reason anyone moves or stays. The reasons are market access, tender eligibility and tax, and they are worth multiples of that number in either direction.
If the driver is cost rather than mainland access, a non-Dubai free zone changes the arithmetic more than a mainland licence does: Sharjah's tech and publishing zones start at about AED 5,510 licence-only and AED 13,990 with one visa, and our business setup in Sharjah page shows what that includes. Ajman's ANC Free Zone is the cheapest complete one-visa package in the country at about AED 10,800, covered on our business setup in Ajman page. Neither gives you mainland market access, which is the thing you were trying to buy.
Ask for an itemised migration quote→
What happens to your tax registrations and VAT during the move?
Under close-and-reopen, neither registration survives. Corporate Tax registration is tied to the legal person, so the new DET company registers independently through EmaraTax and receives its own number [9]. VAT deregistration cancels the old TRN from the effective date, and the new company registers afresh once it crosses AED 375,000 in taxable supplies [10].
The timing of these two is where penalties come from, because the clocks run independently of each other. The new mainland entity's corporate tax registration deadline runs from its own licence issuance, not from whatever is happening to the old entity. A late registration carries an AED 10,000 penalty [6], and "we were busy closing the free zone company" is not a defence the FTA recognises.
On the VAT side, deregistration must be filed within the window that follows the triggering event, and late filing carries its own penalty [10]. The triggering event for a closing entity is the cessation of taxable supplies, which in a migration is usually earlier than the licence cancellation date, because trading has already moved across to the new company. Diarise the date you stop invoicing from the old entity, not the date the licence dies.
Common Mistake: Continuing to invoice clients from the free zone entity's TRN after the mainland company has started trading, because the client's procurement system already has the old vendor record. Every one of those invoices is issued by the wrong legal person under a TRN that is heading for cancellation, and unwinding them at audit costs more than the purchase order was worth. Change the vendor record before the first mainland invoice goes out, not after.
The general mechanics of unwinding both registrations are covered in our guide to UAE corporate tax deregistration, and the registration thresholds and filing obligations on the new entity's side are in our VAT registration and compliance guide. The migration-specific point is simply that both things happen at once, in opposite directions, and they need two separate owners on your side.
What do founders get wrong when they move to the mainland?
The five costly errors we see are: moving mid-tax-period and triggering the backdated QFZP loss, cancelling the free zone licence before the DET establishment file exists, telling the bank after rather than before, assuming the trademark follows the business, and discovering at DET that the free zone activity has no mainland equivalent.
Each one has a price and each one has a fix, so here they are as a working checklist rather than a list of warnings.
| Mistake | What it costs | The fix |
|---|---|---|
| Moving part-way through a tax period | The whole period's qualifying income taxed at 9%, no AED 375,000 band, no Small Business Relief [5][7] | Date the mainland licence to day one of the next tax period |
| Cancelling free zone visas before the DET establishment card exists | Staff in grace periods with no sponsor to move to, and visa costs paid twice | Incorporate first, get quota, then cancel in tranches |
| Notifying the bank after the licence cancellation | A frozen account during the weeks you are paying suppliers and salaries | Written notice to the relationship manager before anything is cancelled |
| Assuming the registered trademark follows the business | The mark stranded in a dissolved entity, with a retrospective assignment to negotiate | Record the assignment at the Ministry of Economy and Tourism while both entities exist [8] |
| Not checking the DET activity list first | The whole migration blocked after money has been spent | Cross-check your free zone activity against the DET register before stage 1 |
Real Talk: The activity check is the one nobody does, and it is free. Free zone activity lists and the DET mainland register are separate registers with separately worded entries, and a free zone activity you have traded under for five years may have no exact DET equivalent, a narrower one, or one that requires an external approval you have never needed. Run that check first. If there is no match, the rest of this article is academic for your business.
There is also a quieter mistake, which is moving for a reason a licence change does not fix. If the problem is that a specific client insists on a mainland vendor, a mainland branch under Executive Council Resolution No. 11 of 2025 solves it without touching your QFZP status [11]. If the problem is that your bank keeps declining transactions, changing jurisdiction rarely changes the bank's view of the underlying activity.
Should you move at all, or is there a cheaper answer?
Move if UAE mainland customers, government tenders or a mainland regulator's requirement are structural to your revenue. Use a branch, dual licence or temporary permit if you want mainland sales while keeping export income at 0%. Do nothing if your customers are outside the UAE, and never start a move mid-tax-period.
The decision table below is the one to argue with your accountant about. Every row assumes you have already confirmed the DET activity match and asked both registrars about Article 15bis.
| Your situation | The route | Why |
|---|---|---|
| More than half your revenue is UAE mainland customers, or you bid for government tenders | Full mainland move, dated to the start of a tax period | The 0% is already mostly theoretical for you, and the tender eligibility is not obtainable any other way |
| You want mainland clients but most income is exported | Branch or dual licence under Resolution 11/2025 [11] | Keeps the free zone entity, the QFZP conditions and the 0% on qualifying income intact |
| You win an occasional mainland contract | Temporary permit under Resolution 11/2025 [11] | Six-month, activity-specific authorisation without restructuring anything |
| You are mid-tax-period with material qualifying income | Do nothing until the next period opens | The backdated QFZP loss costs 9% of the whole period's qualifying income [5] |
| Your clients are all outside the UAE | Stay where you are | A mainland licence buys market access you are not using, at a higher renewal |
| You need a holding or invoicing vehicle rather than market access | An offshore structure | No market access, lower running cost, different purpose |
| Your free zone activity has no DET equivalent | Stop and re-scope | The migration cannot complete in its current form |
The branch and dual licence routes are a genuinely different article, and we have written it: our guide to free zone to mainland trading under Resolution 11/2025 covers the three pathways, their fees and the dual-tax-rate mechanics for a company that keeps both structures. If your goal is mainland customers rather than a mainland identity, read that before you read anything else here twice.
If what you actually need is a vehicle to hold IP or invoice clients outside the UAE, neither a free zone nor a DET licence is the obvious answer, and our offshore company formation team can price that route against both. If you are weighing the three structures from first principles, our free zone vs mainland vs offshore comparison is the starting point, and the branch versus subsidiary guide covers the structural difference that decides which entity signs your contracts.
Pro Tip: If the move is driven by one large client, ask that client's procurement team what they actually require. In several files the requirement turned out to be a UAE tax registration number and a local bank account for settlement, both of which the existing free zone company already had. The words "mainland entity" in a vendor questionnaire are sometimes a default setting rather than a condition.
How long does the whole thing take, start to finish?
Budget twelve to eighteen weeks from the first registrar enquiry to a closed free zone file, assuming the DET activity matches and no document needs re-attestation. The mainland licence itself is the quick part at roughly three to four weeks; the bank and the free zone liquidation clearance are what set the schedule.
Three things run in parallel and three things are strictly sequential, and knowing which is which is most of the planning. In parallel: bank onboarding, contract novation and the trademark assignment. Sequential: incorporation before establishment card, establishment card before any visa cancellation, and all visa cancellations before the free zone licence can be surrendered.
The published competitor ranges of two to eight weeks describe the mainland incorporation only. They are not wrong about that step; they simply stop measuring before the expensive half begins. A licence you hold while your old entity is still open, your staff are still on old visas and your trademark is still in the wrong name is not a completed migration.
Based on our experience: The two files that consistently overrun are attestation and Ejari. A degree certificate or a foreign parent company document that needs fresh attestation adds two to four weeks with no way to compress it, and a tenancy contract that does not match the licensed activity's space requirement sends the DET file back. Start both in week one, before the corporate resolutions are even signed.
Real Client Stories
These are real examples from businesses we have helped set up. Names have been changed for privacy.
Daniel's management consultancy (Dubai free zone to DET)
Daniel, a British consultant, decided in October to move his Dubai free zone consultancy onto a DET licence so he could bid for semi-government work. He wanted the licence issued before year end for a January tender. We modelled the tax first: his 2026 qualifying income was about AED 2,300,000, and a December licence date would have backdated the QFZP loss to 1 January 2026, costing roughly AED 207,000 in corporate tax on income already earned at 0%. He filed in November and took issuance on 2 January instead, submitting the tender with a licence three days old. His comment: "Nobody had told me the clock ran backwards. Three weeks of patience paid for the next two years of overheads."
Priya's e-commerce brand (IFZA to mainland, trademark left behind)
Priya moved her cosmetics e-commerce company from IFZA to a DET licence to supply UAE retailers directly. The migration went well until a distributor's legal team asked for proof that the new company owned the brand. The trademark was still registered to the free zone entity, which by then was two weeks from final dissolution. The assignment had to be notarised, certified and recorded with the Ministry of Economy and Tourism while the old company still legally existed, which took eleven days of very fast paperwork and delayed the supply agreement by a month. Her comment: "I assumed the brand came with me. The brand belonged to a company I was busy closing."
Karim's logistics company (JAFZA, advised not to move)
Karim runs a freight forwarding company in JAFZA with about 80% of revenue from regional export clients and one large Dubai mainland contract he wanted to service directly. He came to us to price a full migration. We priced it, then priced a mainland branch under Resolution 11/2025 against it, and the branch kept his export income inside the QFZP conditions while giving him the mainland contract. The migration would have cost him the 0% on roughly AED 4,000,000 of export income for that tax period. His comment: "I asked for a quote to move and got talked out of moving. That was the most useful invoice I have paid."
Your next steps
Three decisions carry the money here, and they are not the ones founders arrive with. First, ask both registrars whether Article 15bis re-domiciliation is open for your pairing before assuming you must close and reopen, because a transfer keeps your contracts, your incorporation date and your registrations intact [1][2]. Second, date the move to the first day of a tax period, because a mid-period move backdates the QFZP loss across income you have already earned at 0% [5]. Third, incorporate before you cancel anything, because the visa chain only runs one way.
The rest is execution: the activity match, the bank notified in writing beforehand, the trademark assignment recorded while both entities still exist, the contracts novated, and two separate tax registrations opening and closing in opposite directions at the same time.
BusinessDubai.ae has completed 700+ company registrations across the UAE since 2013, with itemised pricing and no hidden fees. We will price a mainland company setup against keeping your existing free zone company setup with a branch or dual licence, model the corporate tax cost of each execution date, and have our post-setup services team run the visa, UBO and filing calendar on both sides while the two entities overlap.
Model your move before you commit→
If what you actually needed was mainland market access rather than a mainland identity, start with our Resolution 11/2025 guide. If the licence is staying where it is and only the details need changing, our Dubai business licence amendment guide covers activity and structure changes on an existing licence, and the wider statutory framework is set out in our UAE Commercial Companies Law guide.
Frequently Asked Questions
Can you convert a free zone company to a mainland company in Dubai?
In law, yes since 15 October 2025: Article 15bis of the Commercial Companies Law, inserted by Federal Decree-Law No. 20 of 2025, allows a company to transfer its registration between competent authorities while keeping its legal personality. In practice, the implementing procedure for a Dubai free zone to DET transfer is not confirmed as complete, so most founders in 2026 still incorporate a new mainland company and wind the free zone entity down. Ask both registrars which applies to you.
What is Article 15bis of the UAE Commercial Companies Law?
Article 15bis is the re-domiciliation provision inserted into the Commercial Companies Law by Federal Decree-Law No. 20 of 2025, in force from 15 October 2025. It lets a company transfer its commercial registration from one competent authority to another without dissolving, so assets, liabilities, contracts and corporate history continue uninterrupted. It requires a special resolution or an absolute majority of partners, and the consent of both registries.
Is there a real conversion process now under the new UAE companies law?
There is a real legal mechanism, and whether it can be executed depends on your specific pairing of authorities. Article 15bis is conditional on the technical capability of the commercial registers involved, and implementing regulations were not confirmed complete for all transfer categories as of the most recent legal source in 2026. Get a written answer from your free zone registrar and the receiving authority before planning around either outcome.
How much does it cost to convert a free zone company to mainland?
There is no single figure, because two of the three cost blocks are not published. A Dubai DET licence starts at about AED 18,200 in year one with no visa and AED 26,355 with one investor visa on BusinessDubai.ae's 2026 package. Free zone exit costs and the DET per-activity fee are quoted case by case, so insist on an itemised quote covering licence, visas, exit, overlap and trademark assignment.
How long does it take to switch from free zone to mainland in Dubai?
Budget twelve to eighteen weeks end to end in 2026. The DET incorporation is roughly three to four weeks; bank onboarding, employee visa transfers and the free zone liquidation clearance take the rest. Published ranges of two to eight weeks usually measure only the mainland incorporation and stop before the closure side begins.
Do I lose my trade name when I move from free zone to mainland?
Under an Article 15bis transfer the name follows the entity, subject to the receiving registrar's naming rules. Under close-and-reopen the name has to be reserved again at DET and is subject to availability and DET naming conventions, which differ from free zone rules. Reserve the DET name early in the process rather than assuming a name you have traded under for years is automatically available.
Can I keep my bank account when moving from free zone to mainland?
Do not assume so. A new mainland company is a new legal person, and banks generally open a new customer file with fresh know-your-customer checks even at the same bank. Some founders keep an account where ownership, signatories and activity are unchanged and the bank is told before the free zone licence is cancelled, but that is a bank decision, not a rule. Ask your relationship manager in writing first.
What happens to my employees' visas when my company moves to mainland?
Free zone residence visas are sponsored by the free zone establishment, so they cannot continue under a DET licence. Employees are cancelled under the old establishment and issued new residence visas under the new one, with MOHRE contracts on the mainland side. This only works without gaps if the DET establishment card and visa quota exist before any cancellation begins.
Do employees have to leave the UAE when a company moves from free zone to mainland?
Generally no, if the timing is handled properly. A cancelled residence visa carries a grace period during which a new visa application can be filed from inside the country, so staff who move across within that window usually do not exit. The risk is scale: move twenty people at once and a delay on the new establishment file puts the whole team into grace periods simultaneously. Move in tranches.
Will I lose my 0% corporate tax rate if I move from free zone to mainland?
Yes, and the loss is backdated rather than starting on the day you move. Failing the Qualifying Free Zone Person conditions at any point in a tax period ends QFZP status from the first day of that period and for the four following periods. A mainland move part-way through a period therefore taxes that period's qualifying income at 9%, with no AED 375,000 nil band and no Small Business Relief.
Do I need a new tax registration number for a mainland company?
Yes, if the mainland company is a new legal person. Corporate Tax registration attaches to the legal person, and there is no mechanism to move a Corporate Tax registration number from one entity to another. The new DET company registers independently through EmaraTax on its own timetable, which runs from its own licence issuance date, and a late registration carries an AED 10,000 penalty.
Does my VAT TRN transfer to my new mainland company?
No. VAT deregistration cancels the old entity's Tax Registration Number from the effective deregistration date, after which that entity must stop charging and recovering VAT. The new mainland company applies for its own VAT registration, mandatory once taxable supplies pass AED 375,000 and voluntary from AED 187,500. Plan the handover so no invoice is issued under a cancelled number.
Can I use my free zone company's trademark on my mainland company?
Not automatically. A trademark belongs to the legal person that registered it, so a mark held by the free zone entity does not pass to a newly incorporated mainland company. It must be formally assigned and the assignment recorded with the UAE Trademark Office at the Ministry of Economy and Tourism, using a notarised and certified transfer agreement with an Arabic translation where the document comes from abroad. Do this while both entities still exist.
Do I need a new Dubai Customs code for a mainland company?
Assume yes and confirm before you commit. A Dubai Customs importer and exporter code is registered against a specific trade licence, so a new mainland licence generally means a fresh application rather than a transfer. Portability through a genuine change of legal entity is not covered by a published rule we can point you to, so ask Dubai Trade and Dubai Customs directly before you build a shipping schedule around it.
Should I close my free zone company before or after opening the mainland one?
After, without exception. The mainland company must be incorporated, licensed and holding an establishment card with visa quota before any free zone visa is cancelled, because the visa cancellation chain runs from dependants to employees to the establishment card to the licence and cannot be reversed. Closing first strands your staff and usually costs more in reissued visas than the overlap fees you were trying to save.
Can I run my free zone and mainland company at the same time during the transition?
Yes, and for most teams you should. Keeping the free zone licence current for six to ten weeks while the mainland entity is stood up lets contracts, bank arrangements and employee visas move across in tranches without a trading gap. The cost is a period of overlapping licence fees, which is small against the cost of a frozen bank account or a team in simultaneous grace periods.
Do I need a local sponsor or Emirati partner for a mainland company in 2026?
No, for most activities. Foreign investors can hold 100% of a Dubai mainland LLC across the great majority of commercial and professional activities. A small set of strategic-impact activities still carries UAE national participation or agency requirements, and some professional structures use a local service agent who holds no equity. Confirm your specific DET activity rather than relying on the general rule.
What documents do I need to move from free zone to mainland?
For the DET side: passport copies and visa pages for all shareholders and the manager, the proposed trade name reservation, initial approval, the Memorandum of Association, an Ejari tenancy contract for premises that match the activity, and any external approvals the activity requires. For the free zone side: board or shareholder resolutions, a liquidator appointment where the zone requires one, clearance certificates and final audited accounts. Foreign corporate shareholders add attestation and legalisation, which is usually the slowest item.
Can a foreigner own 100% of a mainland company after moving from a free zone?
Yes, for most activities. The 51% local ownership requirement that older articles still describe was removed for the great majority of commercial and industrial activities, so a foreign founder moving from a free zone normally keeps full ownership of the new DET entity. Activities on the strategic-impact list are the exception, and DET confirms the position for your specific activity at the initial approval stage.
What happens to contracts signed under my free zone company name?
Under an Article 15bis transfer they continue unchanged, because the contracting party is the same legal person and counterparties do not need to re-execute. Under close-and-reopen every contract has to be novated or re-signed in the new company's name, which means going back to each client, supplier and landlord. Start that process early, because a counterparty with an approval committee can take longer than the licence itself.
Do I need to cancel my free zone licence before applying for a mainland licence?
No, and you should not. Nothing prevents you holding a free zone licence and a DET licence at the same time, and the overlap is what allows staff, contracts and banking to move without a gap. The free zone licence is surrendered at the end of the process, after its visas and establishment card are closed, not at the beginning.
How much does it cost to liquidate a free zone company in Dubai?
No Dubai free zone publishes a consolidated cancellation schedule, so the figure is a quote rather than a tariff. Expect separate lines for the deregistration application, clearance certificates from each department, a liquidator's report or final audited accounts where the zone requires them, and any outstanding penalties. Our company liquidation guide covers the zone-by-zone mechanics; ask your zone for the itemised list in writing before you begin.
What is the difference between a mainland branch licence and a full mainland move?
A branch keeps your free zone company in existence and gives it a licensed presence on the Dubai mainland under Executive Council Resolution No. 11 of 2025, so export income can stay inside the Qualifying Free Zone Person conditions while mainland income is taxed separately. A full move ends the free zone registration entirely. The branch route is cheaper, reversible and tax-neutral on the free zone side; the full move is none of those things.
Can I keep my free zone company dormant instead of closing it after moving to mainland?
Some free zones allow a dormant or suspended status, and some do not, so it depends entirely on your zone's rules. Where it is available it still carries obligations, because a company that exists still has corporate tax and UBO responsibilities even with no trading activity. It is rarely cheaper than a clean closure once two or three years of fees and filings are counted.
Will moving to mainland affect my Golden Visa?
It can, and the answer depends on the basis of the visa. A long-term residence granted on the strength of an investment in a specific company is evidenced by that company's documents, so dissolving the entity removes the evidence the visa was issued against. Do not cancel anything before confirming the position with the issuing authority and, where the visa supports dependants, checking their status at the same time.
Do I lose Qualifying Free Zone Person status permanently?
No, but the exclusion is long. Failing the conditions ends QFZP status for the tax period in which the failure occurs and for the four following tax periods, so five periods in total. It is not a permanent bar, and a future free zone entity can qualify once that window has passed, but any plan that relies on 0% qualifying income inside those five periods does not work.
Can I get a mainland licence for the same activity as my free zone licence?
Not always, and this is the check to run first. Free zone activity registers and the DET mainland register are maintained separately with differently worded entries, so an activity you have traded under for years may have no exact DET equivalent, a narrower one, or one that requires an external regulator's approval. Cross-check the wording before you spend anything, because no match means no migration in its current form.
Is moving from free zone to mainland worth it for a small business?
For a small business whose customers are outside the UAE, usually not. The licence costs more in year one and at renewal, you give up the Qualifying Free Zone Person route to 0% on qualifying income, and you gain market access you are not using. It becomes worth it when mainland customers, government tenders or a regulator's requirement are structural to revenue rather than occasional, and even then a branch under Resolution 11/2025 often serves better.
What happens if I let my free zone licence lapse instead of closing it properly?
Abandonment is the most expensive way to close a company. Unpaid renewals accumulate as fines against the entity and, in many zones, against the shareholders and manager personally, blocking future licence applications, visa issuance and sometimes travel. A properly run closure with clearance certificates ends the obligations; a lapse leaves them open and payable later with penalties on top.
How do I register for corporate tax for my new mainland company?
The new DET company registers in its own name through the Federal Tax Authority's EmaraTax portal, using its trade licence, MoA, passport and Emirates ID details for the owners and manager, and its contact and banking details. The deadline runs from the new company's own licence issuance, independently of anything happening to the old entity, and a late registration carries an AED 10,000 penalty.
References
[1] Gibson Dunn. Analysis of Federal Decree-Law No. 20 of 2025, its 1 October 2025 issuance, 14 October 2025 Federal Gazette publication and the insertion of Article 15bis into the Commercial Companies Law. gibsondunn.com
[2] TME Legal. UAE company re-domiciliation guide, including the status of implementing regulations for inter-authority transfers and the practical steps that remain unconfirmed. tme-legal.com
[3] Norton Rose Fulbright. Key amendments to the UAE Commercial Companies Law and their practical impact, including retention of legal personality on transfer. nortonrosefulbright.com
[4] Spencer West. Federal Decree Law No. 20 of 2025: amendments to the UAE Commercial Companies Law, including the procedural requirements for a transfer of registration and its application to DIFC and ADGM. spencer-west.com
[5] Federal Tax Authority. Free Zone Persons Corporate Tax Guide (CTGFZP1), including the QFZP conditions, the backdated loss of status from the start of the tax period and the four following tax periods, and the treatment of taxable income. tax.gov.ae
[6] Ministerial Decision No. 229 of 2025 and Federal Tax Authority guidance. Corporate tax rates of 0% to AED 375,000 and 9% above, the QFZP de minimis limit of the lower of 5% of revenue or AED 5,000,000, and the AED 10,000 late registration penalty. tax.gov.ae
[7] Ministerial Decision No. 131 of 2026, amending Ministerial Decision No. 73 of 2023. Small Business Relief at revenue up to AED 3,000,000 for tax periods ending on or before 31 December 2029, and its unavailability to a Qualifying Free Zone Person. mof.gov.ae
[8] Ministry of Economy and Tourism. Transfer trademark service, including the notarised and certified assignment agreement and Arabic translation requirements for recording a change of trademark owner. moet.gov.ae
[9] Federal Tax Authority. Corporate tax registration service, including registration by legal person through EmaraTax and the registration timetable for a newly licensed company. tax.gov.ae
[10] Federal Tax Authority. Deregistration service for VAT, excise, VAT groups and designated zones, including cancellation of the Tax Registration Number and the filing window following the triggering event. tax.gov.ae
[11] Dubai Land Department legislation reference. Executive Council Resolution No. 11 of 2025 regulating the conduct of free zone establishments' activities on the Dubai mainland, including the branch, dual licence and temporary permit pathways. dlp.dubai.gov.ae
[12] BusinessDubai.ae. Internal data from free zone and mainland registrations since 2013, including 2026 package pricing on a stated visa basis, migration timelines, sequencing practice and client case studies. businessdubai.ae









