One Person Company (LLC)

One Person Company (LLC)

The one person limited liability company is owned by one natural or one corporate body. This company is different than the other forms that require having two parties at least to sign a contract. The one person company consists of one person only. It is similar to the sole-proprietorship but they differ in some provisions, the most important of which is that its liability is limited to the single partner’s share whereas in the sole-proprietorship the liability is unlimited.

Activities

  • ​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​The activities are according to the procedures.

Owner(s):

  • A local/GCC person or corporate body can establish and own a one person company (LLC).
  • A natural person (UAE national, or a decree holder as per the procedures, or GCC national).
  • A corporate body (UAE or GCC establishment and 100 % owned by UAE or GCC nationals).
  • The license owner is called a shareholder.
  • A professional-type sole proprietorship can be owned by an individual of any nationality. If the owner is a National of a country other than the UAE or GCC, they require a ​Local ​Service Agent (LSA)​. A corporate body cannot own a sole proprietorship.

Manager(s):

  • Sole Proprietorship can appoint one manager only as per DED business regulations.
  • At least one and up to 11 managers should be appointed in the license.
  • The manager can be of any nationality (according to the procedures).
  • The license owner and the manager can be the same person.
  • The number of the company’s managers shouldn’t exceed 11 managers.
  • The company should notify the concerned authority about the end of service of the manager within duration of 30 days starting from the end of service date. The company should appoint a new manager during this period.

Capital:

  • The capital of the company is determined in the memorandum of association only.

Trade Name:

The trade name can be determined in two ways:

  • Shareholder’s name + the activity + the legal form+ LLC Example: Mohammad Ahmad general trading one person co L.L.C

OR

  • The trade name + shareholder’s name + the activity + the legal form+ LLC
  • Example: Golden sun owned by Mohammad Ahmad general trading one person co L.L.C

Remarks:

    The trade name should be identical to its owner’s name followed by one person and ending with LLC.

  • The trade name should follow its legal form.
  • The name of the shareholder in the trade name can consist of two names at least for instance the first name + the second name or the nickname (consists of more than one name).
  • If the trade name doesn’t start with the shareholder’s name then the phrase “owned by” should be mentioned.
  • The legal form should be fully mentioned “one person co.”

Memorandum of association:

  • A memorandum of association for the company shall be issued and authenticated by the notary public.

Dissolving, liquidating, and stopping the activity of the company:

  • The company is dissolved by the death of the natural person owner or by the dissolution of the founding corporate body. However, the company shall not end with the death of the natural person if the inheritors want it to continue. Its status shall be adapted according to the provisions of this law and someone shall be appointed to manage the company on their behalf within duration of six months starting from the death date.
  • If the owner of the one person company dissolves it with bad intentions or stops its activity before the end of its term or before achieving the purpose stated in its memorandum of association, he is personally held liable for its commitments.

Assignment of License:

  • A sole proprietorship and/or its branches can be sold and waived to any party or company. The owner/s can also change its legal form according to DED procedures.
  • An industrial or commercial type sole proprietorship can be sold to a UAE national only. In case a local owner/partner changed the activity to professional, a sole proprietorship can be sold to a foreigner but a Local Service Agent must be assigned.