Ministerial Decision No. 138 of 2024 · UAE Federal
Creates the Ministry of Economy register of branches and representative offices of foreign companies and sets the procedure: initial Ministry approval, licence from the local authority, legalised and translated documents, then registration, renewal, amendment, suspension, deletion, re-registration and auditor appointment, with fees, late-payment penalties and administrative deletion after two years without renewal.
Ministerial Decision No. 138 of 2024 sets the controls and procedures for registering branches and representative offices of foreign companies with the Ministry of Economy under the Commercial Companies Law. It was issued on 30 July 2024, took effect from the date of issue (Article 15), was published in Official Gazette No. 781 and abrogated Ministerial Decision No. 377 of 2010, the previous licence procedures manual for branches and offices of foreign and free zone firms (Article 14). It is in force.
Article 2 creates the Register of branches and offices at the Ministry and fixes the sequence: a foreign company that wants to practise in the UAE obtains a licence from the local competent authority after the Ministry's approval and is then entered in the Register; each additional branch is registered separately under the parent's name through the Ministry's electronic platform. Foreign-language documents must be translated into Arabic by a certified translator and legalised by the competent authority abroad, with a temporary registration of up to three months allowed to complete legalisation. A registration not renewed for two consecutive years is deleted administratively, and the Ministry may also delete a branch for violations after a written warning giving up to three months to rectify, with re-registration possible after one year.
Article 3 sets the three stages: an initial approval certificate from the Ministry valid for eight months, supported by the trade name reservation, a legalised certificate of the parent's particulars and the parent's resolution to open the branch and appoint its representative; then the licence from the competent authority; then, within one month of the licence, the application for a registration certificate, valid for one year, with the legalised delegation to the manager in charge. Article 4 requires renewal within the month before expiry with the licence, an updated certificate from the home registry and the last fiscal year's final accounts audited by an auditor on the UAE Roll of Auditors; Central Bank branches add their Central Bank licence. Article 5 requires amendments to be filed within one month of the decision, with publication in two newspapers for a change of the parent's name, and late-payment penalties running from the first amendment decision. Article 6 allows suspension for one to three years where the branch has no workforce, and Article 7 requires deletion to be published with a one-month creditor objection window, during the registration's validity or with renewal fees and fines payable.
Articles 9 to 12 impose an auditor on every branch: registered on the UAE Roll, appointed for one year at a time, rotated after six consecutive fiscal years, bound by confidentiality, obliged to report violations to the Ministry within 10 days and liable for the accuracy of its report. Article 13 lets anyone obtain a certificate of a registered foreign company's basic particulars.
Companies incorporated outside the UAE that open a branch, representative office, regional liaison office, management office or banking representative office in the UAE, their managers in charge and their auditors, together with the Ministry of Economy's Registrar and the local licensing authorities. Branches supervised by the Central Bank follow the Decision with additional licence requirements.
English official text in 15 articles. Open the full text or jump to a provision:
| Article 2 | Establishes the Register of branches and offices of foreign companies at the Ministry; a foreign company must obtain a local licence after the Ministry's approval and be entered in the Register, licensing and registering each additional branch separately under the parent's name, with all applications filed through the electronic platform. |
| Article 2(5)–(6) | Documents in a foreign language must be translated into Arabic by a certified translator and legalised by the competent authority abroad; the Ministry may accept a temporary registration for up to three months pending legalisation, after which the application is cancelled. |
| Article 2(10)–(11) | A registration not renewed for two consecutive years is deleted administratively; for violations the Ministry issues a written warning with up to three months to rectify and may then delete the registration, with re-registration possible after one year. |
| Article 3 | Registration proceeds in three stages: an initial approval certificate from the Ministry valid for eight months with legalised parent documents and the resolution appointing the representative, the licence from the competent authority, and within one month of the licence the registration certificate, valid for one year. |
| Article 4 | Registration is renewed within the month before expiry with the local licence, an updated certificate from the home registry and the last fiscal year's final accounts audited by an auditor on the UAE Roll of Auditors; Central Bank-supervised branches also file their Central Bank licence. |
| Article 5 | Changes to the parent's name or activity, suspension and re-registration must be filed within one month of the decision; a change of name is published in two local newspapers for at least a week, one application covers all branches, and late-payment penalties run from the first amendment. |
| Article 6 | A foreign company may suspend the registration of some or all of its branches for not less than one and not more than three consecutive years, provided the branch has no workforce and the licence is suspended at the competent authority. |
| Article 7 | Deletion requires the parent's decision and publication in two newspapers inviting creditors to object within one month; the notice must be published while the registration is valid or renewal fees and delay fines become payable. |
| Article 9 | Every branch must have one or more auditors on the UAE Roll of Auditors, appointed for one year renewable, with the audit firm rotated after six consecutive fiscal years, the partner changed after three and reappointment only after two years. |
| Articles 10–12 | The auditor must keep the branch's data confidential, report violations and criminal offences to the Ministry within 10 days of detection on pain of suspension for up to a year or referral to prosecution, and is liable for the accuracy of its report. |
| Article 13 | Anyone may apply through the electronic platform for a certificate showing a registered foreign company's name, nationality, manager, activity, address, branches, registration number and registration dates. |
The Decision relies on the administrative penalties regulation under the Commercial Companies Law, Cabinet Decision No. 102 of 2022, which it cites in its preamble, and adds its own consequences: late-payment penalties on amendments calculated from the first amendment decision (Article 5), renewal fees and delay fines where a deletion notice is published after registration has expired (Article 7), administrative deletion after two years without renewal or after an unremedied violation (Article 2), and suspension of the auditor for up to one year or referral to the Public Prosecution for failing to report violations (Article 11).
When a foreign client opens a mainland branch or representative office we run the file in the order Article 3 prescribes, because the Ministry's initial approval certificate only lives for eight months and the registration application must follow the licence within a month. The step that most often delays clients is legalisation: Article 2 requires the parent's certificate, resolution and manager's delegation to be authenticated in the home country and translated by a certified UAE translator, so we start that before the trade name is reserved. Our corporate secretarial service then diarises the annual renewal under Article 4, which cannot be completed without a UAE-registered auditor's report on the branch, and tracks the Article 9 rotation rule. When a client winds down, we publish the Article 7 creditor notice while the registration is still valid to avoid the renewal fees and fines that follow if it lapses first.
| Repeals | Ministerial Decision No. 377 of 2010 |
“Cites” and “Cited by” are built automatically from references in the full texts held in this library; they cover only instruments in the library.
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