What is FZCO (Free Zone Company)?
An FZCO is a Free Zone Company with multiple shareholders (typically 2 or more, depending on the Free Zone Authority). It is a separate legal entity with limited liability, registered with a specific UAE Free Zone Authority. Common form for founder-led businesses with co-founders.
Current Rate (Annual)
0% Corporate Tax on Qualifying Income (if QFZP); 9% otherwise
Example
Two co-founders incorporate a DMCC FZCO with AED 50,000 share capital each. The company is licensed for IT consultancy, has a registered office in DMCC, and qualifies for QFZP if substance and income tests are met.
How FZCO (Free Zone Company) works in United Arab Emirates
An FZCO is the multi-shareholder entity structure for UAE Free Zone companies. It combines limited liability with the operational and tax benefits of a Free Zone β making it the standard vehicle for co-founder teams or joint ventures.
**Shareholders and governance**
An FZCO requires at least 2 shareholders (maximum depends on the Free Zone β DMCC allows up to 50). Shareholders can be individuals or corporate entities of any nationality. The company is managed by one or more directors (who can be the same as the shareholders).
**Share capital**
Minimum share capital requirements vary by Free Zone: - DMCC: AED 50,000 minimum (can be increased as needed) - IFZA: AED 1 (symbolic β capital is declared, not paid-up) - JAFZA: AED 150,000 minimum for most activities - RAKEZ: no minimum stated for most activities
Share capital does not need to be deposited in a bank at formation β most zones simply declare the amount in the Memorandum of Association.
**Registered office requirement**
All FZCOs must maintain a registered address within their Free Zone. Options typically include: Flexi-Desk (shared workstation, lowest cost, typically AED 5,000-15,000/year for the address), Hot Desk, dedicated private office (required for larger visa quotas), warehouse space (for trading/manufacturing).
**QFZP and Corporate Tax**
An FZCO can qualify as a QFZP and pay 0% Corporate Tax on Qualifying Income, provided it maintains adequate substance (employees, premises, management) and its income meets the qualifying activity tests. Income from UAE mainland customers (non-qualifying) is taxed at 9%.
**Corporate naming convention**
The company name must include the suffix FZCO, FZ-LLC, or the equivalent as specified by the Free Zone Authority, followed by the registered Free Zone name (e.g., 'Acme Technology FZCO').
Related terms
An FZE is a Free Zone Establishment β a single-shareholder Free Zone entity, equivalent to a sole shareholder LLC. Used by solo founders incorporating in a UAE Free Zone.
UAE Free Zones are special economic zones offering 100% foreign ownership, customs benefits, and (subject to QFZP rules) preferential 0% Corporate Tax on Qualifying Income. There are 40+ Free Zones across the seven emirates, each with their own Authority and licensing rules.
A Qualifying Free Zone Person is a Free Zone entity that meets specific tests under the UAE Corporate Tax law to retain the 0% rate on Qualifying Income. Tests include: substance (people and assets in the Free Zone), audited financial statements, transfer pricing compliance, de minimis non-qualifying revenue (β€5% or AED 5m).
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