How to close a company in Dubai properly

Closing a Dubai company properly means formally winding it up, not letting the licence expire. For a mainland LLC that means a liquidation: the shareholders appoint a liquidator, creditors get 45 days to claim, employees and visas are cleared, the FTA deregisters the company and DET cancels the licence. A sole establishment is simpler and needs no liquidator.

Plan for a few months rather than a few weeks, and keep the bank account open until the end. The steps below follow the Dubai procedure published on the UAE government portal. This is general information, not legal or tax advice.

Liquidation or cancellation: which route applies?

For a branch of a foreign company, the portal also lists a liquidation decision through the Ministry of Economy and Tourism's register, alongside the parent's board decision.

One warning before you start. If the company cannot pay its debts in full, take legal advice before you choose a route. Insolvency is governed by the UAE's bankruptcy law, Federal Decree-Law No. 51 of 2023, and a shareholders' voluntary liquidation may not be the right tool.

Closing a mainland LLC, step by step

1. Decide and appoint. The shareholders resolve in a general assembly to dissolve the company, set the method of liquidation and name the liquidator. The minutes must be notarised.
2. Register the liquidation with DET. Submit the minutes and the liquidator's acceptance letter, with the liquidator's licence, auditor registration certificate and notarised signature. The fee for the dissolution certificate and liquidator appointment is AED 520, as of October 2026.
3. Publish the notice. The liquidator announces the liquidation in two Arabic local newspapers for one day, and creditors then have 45 days to submit claims. The liquidator should also write to the creditors the company knows about.
4. Run the liquidation. The liquidator lists the assets and liabilities, collects what the company is owed, pays its debts and prepares a final account. Money collected goes into a bank account in the company's name.
5. Clear employees and visas. Pay final dues, cancel work permits and labour cards with MOHRE, cancel residence visas and close the company's immigration file.
6. Deregister from tax. Apply to the FTA to cancel VAT and corporate tax registration, filing final returns (see below).
7. Return to DET for the final cancellation. After the 45 days, submit the original newspaper notice, the liquidator's final report, a declaration from the liquidator and partners that no objections were received, proof that labour cards are cancelled, and copies of the minutes and dissolution certificate.

Choosing the liquidator

DET asks for the liquidator's auditor registration certificate, so in practice the liquidator is a registered audit firm. The Commercial Companies Law adds an independence rule: the liquidator cannot be the company's current auditor, or anyone who audited its accounts in the five years before the appointment.

That rule catches people out. The natural instinct is to ask the firm that already knows your books, and if it audited you in the last five years, it cannot act.

Agree the scope and fee in writing, and ask how the liquidator will handle your ownership registers. Under Cabinet Decision No. 109 of 2023, the liquidator must deliver the beneficial owner and shareholder registers to the registrar within 30 days of appointment and keep the records for at least five years after the company is dissolved. Our guide to UBO declarations explains those registers.

Employees, visas and gratuity

MOHRE cancels a work permit only once the company confirms the employee has received all their entitlements and any late fines on the permit are settled. Budget for final salaries, unused leave and end-of-service gratuity before anything else; our gratuity guide shows how it is calculated.

Cancel employees' visas before the owners'. Some free zones require that order: JAFZA's termination guide, for example, makes the licence holder's visa the last to be cancelled. If you plan to leave the UAE, time your own cancellation so you can still sign documents and visit the bank, or give someone a power of attorney before you go.

VAT and corporate tax deregistration

The FTA treats deregistration as a filing with its own deadlines.

• VAT. Apply within 20 business days of the event that requires deregistration, such as stopping taxable supplies. You must file a final return and pay all VAT and penalties due. Business assets you still hold are treated as supplied just before deregistration, so VAT may be due on them in that final return.
• Corporate tax. Apply within three months of the company ceasing business, dissolving or being liquidated. The FTA approves only once every corporate tax return is filed and all tax and penalties are paid.

Late filings and late deregistration can attract administrative penalties, and the FTA will not close the registration while anything is outstanding. Our VAT registration guide covers tax periods and returns, and our guide to corporate tax deadlines and penalties covers the corporate tax side.

Closing a free zone company

Free zones run their own procedures, but the shape is the same: a shareholder resolution, cancellation of all visas, settlement of dues, FTA deregistration where relevant, and a final deregistration certificate from the authority. DMCC's published process shows the level of detail to expect:

• a liquidator from a reputable audit or law firm, who prepares a liquidation and closing audit report
• clearance letters from Etisalat, du, DEWA and the company's banks, confirming accounts are closed or final bills paid
• a Dubai Customs no objection certificate for trading licence holders
• landlord clearance for physical offices, or lease termination through the business centre for flexi-desks
• publication of the licence termination and of the deregistration for 14 days each

The bank clearance is why the account should be closed last. Keep it open until the liquidator has collected receivables and paid creditors, employees and the FTA, then close it and get the letter. Our DMCC guide has more on that zone.

What happens if you just leave

Some owners leave the UAE and let the licence expire. The company does not disappear.

• Fines keep building. Late renewal fines accrue, and free zones can terminate a licence on their own initiative. Our guide to trade licence renewal explains how lapsed licences are treated.
• Tax registrations stay open until they are cancelled, so returns keep falling due and missed ones attract penalties.
• Employees' permits and visas stay linked to the company until they are cancelled, and unpaid employees can still claim their gratuity and other dues.
• Coming back costs more. Free zones can make you clear the arrears first. JAFZA's guide for offshore companies, for example, requires overdue renewal fees and late penalties to be paid before a lapsed company can be liquidated.

Closing properly takes a few months and some fees. Walking away leaves a file that keeps growing. Our PRO services team handles the cancellations, visa and labour clearances and DET filings, working alongside your liquidator and tax agent. If you are deciding between closing, selling or moving the company, book a free consultation.

Sources

• UAE Government portal: Closing a business on the mainland
• UAE Government portal: Closing a business in a free zone
• UAE Government portal: Work permits, including cancellation
• Federal Tax Authority: Corporate tax registration and deregistration of resident juridical persons (CTGRJP1)
• Federal Tax Authority: VAT Executive Regulation, Cabinet Decision No. 52 of 2017 as amended
• DMCC: Company termination guideline