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General Questions

How many shareholders are allowed on a license ?

A Meydan Free Zone Company can have a maximum of 100 shareholders.

A Meydan Free Zone Company can have a maximum of 100 corporate shareholders.
Please visit Meydan Free Zone’s official site meydanfz.site for the list of required documents.
Yes, you can acquire a 0-visa license at Meydan Free Zone. This includes a Lease Agreement, LLC-FZ Trade License that includes three Groups of business activities.
We suggest a capital of 100,000 AED. Please note we can’t specify the share capital for the client.
You can choose three Groups of business activities.
You are eligible for an Investor/Partner visa if you have invested AED 50,000 share capital or more in a company. If you are not a sole shareholder in the company, then you must apply for a Partner visa. However, you should apply for an Investor visa if you are the sole shareholder.
The maximum validity for the Meydan Free Zone license is up to 10 years.
A company can have only one manager on the license but can appoint various other field managers, e.g., Sales manager, Marketing manager, etc.
  • Certificate of Formation
  • Share REGISTER
  • Business License
  • Lease Agreement
  • Memorandum Of Association
Yes, You can apply for a visa after the incorporation of my company, provided you have the immigration card and visa allocation.

Meydan Plus

Who is eligible for Meydan Plus services?
Any company registered with Meydan Free Zone with a valid business license can avail of Meydan Plus services.
Meydan Plus offers added-value services. If you opt for them, our team will manage the processes on your behalf.
Payment is required as the final step before submitting the application on the company portal.

Ultimate Beneficial Owner (UBO)

What is an Ultimate Beneficial Owner (UBO)?

The natural person who ultimately owns or controls the Legal Person, whether directly or through a chain of ownership or control or any-other indirect means, and also the natural person on whose behalf the transactions are being conducted or who exercises ultimate control over a legal person, as defined in Article (5) of Cabinet Decision No. (58) of 2020 Regulating the Beneficial Owner Procedures.

Cabinet Resolution No. (53) of 2021 Concerning the Administrative Penalties against Violators of The Provisions of the Cabinet Resolution No. (58) of 2020 Concerning the Regulation of Beneficial Owner Procedures.

Yes, all Licensees are required to create and maintain a record of the UBO, Partners or Shareholders as per Cabinet Resolution No. (53) of 2021 Concerning the Administrative Penalties against Violators of The Provisions of the Cabinet Resolution No. (58) of 2020 Concerning the Regulation of Beneficial Owner Procedures.

The Register of UBO includes data in respect of the UBO and must be created and maintained, either as a hard or soft copy.

The Register of UBO is to be created within (60) sixty days from the date of promulgation or the date the Legal Person comes into existence. The Legal Person shall update and record any changes to the data contained in the Register of Beneficial Owner within (15) fifteen days of becoming aware of such change.

  • Full name, nationality, date and place of birth.
  • Residential address or the address which the notices shall be sent on it, by virtue of this Decision.
  • Number of passport or identity card, the country of issuance, date of issuance and expiry.
  • Basis and date on which the person became a Beneficial Owner of the Legal Person.
  • Date on which the person ceased to be a Beneficial Owner of the Legal Person.

The Register of Partner or Shareholders includes data in respect of each Partner or Shareholder and must be created and maintained, either as a hard or soft copy.

  • Number of shares held by each of them along with their categories and associated voting rights.
  • Date on which such partner or shareholder acquire that capacity in the Legal Person.
  • In case of natural partners or shareholders: the full name as it appears on the identity card or the passport, nationality, address, place of birth, name and address of employer and a true copy of the valid passport or ID.
  • In case of corporate partners or shareholders: the data stated in Clause (1) of Article (4) of Cabinet Decision No. (58) of 2020 Regulating the Beneficial Owner Procedures.

As per Cabinet Resolution (53) of 2021 Administrative Penalties for Violators of the Provisions of the Cabinet Resolution (58) of 2020 Regulating Beneficial Owner Procedures, the penalties can depend on the clause breached and include a penalty fine and license suspension.

If the UBO is working for another company, the Licensee can include the company name and address, if not, the Licensee can include the name and address for the company registered in Meydan Free Zone.

Yes, Licensees can find a Registry Template on the Meydan Free Zone website under the Compliance – UBO section.

Go Anti Money Laundering (goAML)

What is goAML?

The goAML system was developed by the United Nations Office on Drugs and Crime (UNODC) to combat money laundering and the financing of terrorism. It is considered an integrated system used by the Financial Intelligence Unit (FIU) to receive, analyse and distribute suspicious transaction reports (STRs) in a fast and efficient manner. A large number of financial intelligence units worldwide are currently using it, and the United Arab Emirates is the first Gulf country to apply this modern system.

Licensees can register using the following link:

https://services.cbuae.gov.ae

All Designated Non-Financial Businesses and Professions (DNFBPs) must register on the goAML portal. Please read your Trade/Commercial license and complete the DNFBP questionnaire on the MOE website to help determine if you are a DNFBP or not.

  • The first stage is the registration in the protection system, Services Access Control Manager (SACM) of goAML portal.
  • The second stage is the registration in the goAML system. 

To open the goAML portal, you need to pass through the SACM portal by putting the username that you will obtain from the registration stage of the SACM protection system and the password from the Google Authenticator application.

SACM can be accessed at the following link:
 https://eservices.centralbank.ae/sacm

    • Authorisation letter from the institution you represent 
    • A copy of your passport, resident VISA, Emirates ID
    • A copy of the commercial trade license (for companies)

    Download the “Google Authenticator” application on your phone. (This application contains the password for the SACM protection system, which is a password that changes every minute)

The UAE Financial Intelligence Unit (FIU) analyses suspicious transactions and activities that may involve money laundering, terrorism financing and related criminal activities, based on data and reports from financial institutions (FIs) and designated non-financial business and professions (DNFBPs) that collaborate and share knowledge to detect and act against such activities.

  • Real estate agents
  • Dealers in precious metals or precious stones
  • Dealers in any saleable item of a price equal to or greater than USD 15,000
  • Lawyers, notaries, other independent legal professionals and accountants. This refers to sole practitioners, partners or employed professionals within professional firms. It is not meant to refer to internal professionals that are employees of other types of businesses, nor to professionals working for government agencies, who may already be subject to AML/CFT measures
  • Trust and Company Service Providers. This refers to all persons or businesses that are not covered elsewhere under these Recommendations, and which as a business, provide any of the following services to third parties:
    • acting as a formation agent of legal persons
    • acting as (or arranging for another person to act as) a director or secretary of a company, a partner of a partnership, or a similar position in relation to other legal persons
    • providing a registered office, business address or accommodation, correspondence or administrative address for a company, a partnership or any other legal person or arrangement;
    • acting as (or arranging for another person to act as) a trustee of an express trust or performing the equivalent function for another form of legal arrangement
    • acting as (or arranging for another person to act as) a nominee shareholder for another person.
  • Identifying and assessing ML/FT risks 
  • Establishing, documenting, and updating policies and procedures to mitigate the identified ML/FT risks 
  • Maintaining adequate risk-based customer due-diligence (CDD) and ongoing monitoring procedures 
  • Identifying and reporting suspicious transactions 
  • Putting in place an adequate governance framework for AML/CFT, including appointing an AML/CFT Compliance Officer, and ensuring adequate staff screening and training
  • Maintaining adequate records 
  • Complying with the directives of the Competent Authorities of the State in relation to the United Nations Security Council resolutions.

For all IT and technical issues, send an email to
goAML@uaefiu.gov.ae 

Economic Substance Regulation (ESR)

What are Economic Substance Regulations (ESR)?

As a result of European Commission concerns, the United Arab Emirates (UAE) was added to the European Union’s list of non-cooperative tax jurisdictions. ESR effectively imposes a requirement for UAE entities (including offshore companies and branches of local and foreign companies) that carry out and earn income from any of the Relevant Activities to maintain economic substance in the UAE specific to each Relevant Activity. Annual filing requirements must be met or organizations risk penalties for non-compliance.

The Regulations apply to Licensees that carry out any of the following Relevant Activities.

  • Banking Businesses
  • Insurance Businesses
  • Investment Fund Management Businesses
  • Lease-Finance Businesses
  • Headquarter Businesses
  • Shipping Businesses
  • Holding Company Businesses
  • Intellectual Property Businesses
  • Distribution and Service center Businesses.

The ESR Portal can be accessed through the MoF Economic Substance Webpage. To access the Portal, the entity must have an existing MOF corporate account, and use its credentials. If the entity is not registered as a corporate user, it can create an account through the MOF registration page.

Licensees and Exempted Licensees that undertake a Relevant Activity (irrespective of whether the Licensee or exempt Licensee has earned income from the Relevant Activity during the financial period) are required to file a Notification within six months from the end of the relevant financial period. All Notifications must be submitted on the Ministry of Finance filing portal.

No. Whilst the commercial license may indeed state the Relevant Activity, a ‘substance over form’ approach must be used to determine whether a Licensee undertakes a Relevant Activity and is within the scope of the Regulations. This means looking beyond what is stated on the commercial licence to the activities actually undertaken by the Licensee during a financial period. For example, and company with General Trading listed on the commercial license may engage in ESR Shipping Business Relevant Activities if products are being shipped between jurisdictions.

Notifications

A maximum period of 6 months is granted from the end of the fiscal year.

Economic Substance Reports

A maximum period of 12 months is granted from the end of the fiscal year.

  • Failure to submit a Notification: AED 20k

  • Failure to submit an Economic Substance Report:

    • Penalty of AED 50k; and
    • Deemed failure to demonstrate economic substance in the UAE
  • Failure to provide accurate or complete information:

    • Penalty of AED 50k; and
    • Deemed failure to demonstrate economic substance in the UAE

 

  • Failure to demonstrate sufficient economic substance in the UAE for the relevant Financial Year:

    • First failure:
      • Penalty of AED 50k; and
      • Information exchange with foreign competent authority of:
        • 1) parent company,
        • 2) ultimate parent company, and
        • 3) ultimate beneficial owner.

    • Second consecutive instance of failure:
      • Information exchange with foreign competent authority of:
        • 1) parent company,
        • 2) ultimate parent company, and
        • 3) ultimate beneficial owner; and
      • Penalty of AED 400k; and
      • Trade / commercial licence could be; suspended, withdrawn or not renewed.

Yes, Businesses that carry out a Relevant Activity during a financial period are required to submit a Notification irrespective of whether they earned income from that Relevant Activity.

Only Licensees that earn income from a Relevant Activity during the relevant financial period and that are not exempt from the Regulations are required to demonstrate economic substance in the UAE and file an Economic Substance Report. Economic Substance Reports must be filed within 12 months from the end of the relevant financial period.

Yes, if the Licensee is an Exempted Licensee or does not earn income from its Relevant Activity. In these cases, there is no requirement to file an Economic Substance Report. The Economic Substance Filing Portal will automatically assess whether you need to file an Economic Substance Report based on your Notification, and only create a Report if you are required to submit one.

Yes, a Licensee will be required to submit a Notification and Economic Substance Report (if applicable) for each financial period in which it undertook a Relevant Activity.

You can email us at: moeesr@economy.ae

Money Laundering and Terrorist Financing (ML:TF)

What is Money Laundering?

The AML-CFT Law (Federal Decree-law No. (20) of 2018 on Anti-Money Laundering and Combating the Financing of Terrorism and Financing of Illegal Organisations) defines money laundering as engaging in any of the following acts wilfully and/or having knowledge that the funds are the proceeds of a felony or a misdemeanour

  • Transferring or moving proceeds or conducting any transaction with the aim of concealing or disguising their illegal source.
  • Concealing or disguising the true nature, source or location of the proceeds as well as the method involving their disposition, movement, ownership of or rights with respect to said proceeds.
  • Acquiring, possessing or using proceeds upon receipt.
  • Assisting the perpetrator of the predicate offense to escape punishment.

The crime of Money Laundering is considered an independent crime. The punishment of the perpetrator for the predicate offence shall not prevent his punishment for the crime of Money Laundering.

No, in order for Money Laundering to be considered, it is not necessary for any of the stipulated acts to involve only money or monetary instruments, but any number of tangible or intangible assets such as, but not limited to:

  • Funds bank or other financial accounts, including virtual or so-called crypto currencies.
  • Financial instruments or securities, such as shares, bonds, notes, commercial paper, promissory notes, IOUs, share warrants, options, rights (including land rights), or other transferrable securities or bearer negotiable instruments.
  • Contracts, loan instruments, titles, claims, insurance policies, or their assignment.
  • Intellectual property (including but not limited to patents or registered trademarks), royalties, licenses, or the rights thereto.
  • Physical property, including but not limited to commodities, land, precious metals and stones, motor vehicles or vessels, works of art, or any other goods exchanged as payment-in-kind.

The AML-CFT Law defines the financing of terrorism as:

  • Committing any act of money laundering, being aware that the proceeds are wholly or partly owned by a terrorist organisation or terrorist person or intended to finance a terrorist organisation, a terrorist person or a terrorism crime, even if it without the intention to conceal or disguise their illicit origin.
  • Providing, collecting, preparing or obtaining proceeds or facilitating their obtainment by others with intent to use them, or while knowing that such proceeds will be used in whole or in part for the commitment of a terrorist offense, or committing such acts on behalf of a terrorist organisation or a terrorist person while aware of their true background or purpose.

The AML-CFT Law defines the financing of illegal organisations as:

  • Committing any act of money laundering, being aware that the proceeds are wholly or partly owned by an illegal organisation or by any person belonging to an illegal organisation or intended to finance such illegal organisation or any person belonging to it, even if without the intention to conceal or disguise their illicit origin.
  • Providing, collecting, preparing, obtaining proceeds or facilitating their obtainment by others with intent to use such proceeds, or while knowing that such proceeds will be used in whole or in part for the benefit of an Illegal organisation or of any of its members, with knowledge of its true identity or purpose.

VARA Regulations & Licensing

What is the VARA Virtual Assets and Related Activities Regulations?

The VARA Virtual Assets and Related Activities Regulations 2023 is a bespoke Virtual Assets regulatory regime, which aims to provide VASPs with clear, comprehensive rules for offering Virtual Asset services and activities to the market.

The VARA Virtual Assets and Related Activities Regulations 2023 with the accompanying Rulebooks has been published on www.vara.ae under the ‘Regulations’ section.

Please see Public Register on www.vara.ae under ‘VARA Licensing’ Section.

VARA aims to foster consumer protection with a regulatory framework.

1. Various License categories are available based on the activity that the VASP intends to offer the market, noting that each activity is ‘discrete’ and hence must be applied for explicitly, based on the requirements for each as stipulated by VARA:

  • VA Advisory Services
  • VA Broker-Dealer Services
  • VA Custody Services
  • VA Exchange Services
  • VA Lending and Borrowing Services
  • VA Management and Investment Services
  • VA Transfer and Settlement Services

2. Additionally, issuers of Virtual Assets will have to obtain approval from VARA under the VA Issuance Rulebook.

3. Key Notes:

No VA activity is ‘exempt’ from regulatory supervision; as such any VA service or activity requires a VARA licence, registration or No Objection Certificate [NOC].

  1. VA Proprietary Trading is an activity that requires an No Objection Certificate from VARA [NoC].
  2. VA Proprietary Trading above certain trading volumes, is an activity that must be registered with VARA to confirm that the activity may be undertaken with regulatory oversight without a VA Licence;

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