Investment Climate Statements for 2016 - United Arab Emirates

Executive Summary

The Government of the United Arab Emirates (UAE) is pursuing an economic agenda that focuses on diversification and seeks to promote the development of the private sector as a complement to the historical economic dominance of the state. There have been numerous initiatives, laws and regulations throughout the seven emirates of the UAE that aim to develop a more conducive environment for foreign investment.

The UAE maintains a position as the major trade and investment hub for a large geographic region, which includes not only the Middle East and North Africa, but also South Asia, Central Asia, and Sub-Saharan Africa. The country ranked 17th of 143 economies in the World Economic Forum’s 2015-2016 overall Global Competitiveness Index, and 31st of 189 on the World Bank’s 2016 Ease of Doing Business report. Multinational companies cite the UAE’s political and economic stability, rapid population and Gross Domestic Product (GDP) growth, fast growing capital markets, an absence of corporate and personal taxes, and the absence of evidence of systematic corruption, as positive factors contributing to the UAE’s attractiveness to foreign investors.

The UAE continued to attract foreign direct investment (FDI), with inflows of FDI reaching USD 15 billion in 2014, largely focused on construction, finance, and wholesale and retail trade. FDI outflows from the UAE reached USD 2.7 billion in 2014 (the most recent information available). The FDI recovery coincided with economic growth driven by both oil and non-oil activities (including manufacturing), led by aluminum and petrochemicals; tourism and transportation; and real estate.

While foreign investment continued to grow, the regulatory and legal framework in the UAE favors local over foreign investors. There is no national treatment for investors in the UAE and foreign ownership of land and stocks remains restricted. The UAE maintains non-tariff barriers to investment in the form of restrictive agency, sponsorship, and distributorship requirements. In order to do business in the UAE outside one of the free zones, a foreign business in most cases must have a UAE national sponsor, agent or distributor, with at least a 51 percent ownership interest of the business. Foreign investors also expressed concern over weak dispute resolution mechanisms and insolvency laws, spotty intellectual property rights protection, and a lack of regulatory transparency. Labor rights and conditions, although improving, continue to be an area of concern as the UAE prohibits both labor unions and worker strikes.

The UAE is home to a large number of free zones, and U.S. and multinational companies report that these zones tend to have stronger and more equitable frameworks. For example, in the free zones, foreigners may own up to 100 percent of the equity in an enterprise; have 100 percent import and export tax exemption; have 100 percent exemption from commercial levies; and repatriate 100 percent of capital and profits. These free zones form a vital component of the local economy, and serve as major re-export centers to the Gulf region.

Table 1

Measure	Year	Index or Rank	Website Address
TI Corruption Perceptions index	2015	23 of 175	transparency.org/cpi2014/results
World Bank’s Doing Business Report “Ease of Doing Business”	2015	31 of 189	doingbusiness.org/rankings
Global Innovation Index	2015	47 of 143	globalinnovationindex.org/content/page/data-analysis
U.S. FDI in partner country ($M USD, stock positions)	2014	15,035	http://www.bea.gov/scb/pdf/2015/09%20September/0915_outward_ direct_investment_detailed_historical_cost_positions.pdf
World Bank GNI per capita	2014	USD 44,600	data.worldbank.org/indicator/NY.GNP.PCAP.CD

1. Openness To, and Restrictions Upon, Foreign Investment

Attitude toward Foreign Direct Investment

The UAE generally is open to FDI, citing it as a key part of its long term economic plans. The UAE Vision 2021 strategic plan aims to achieve FDI flows to the UAE of five percent of Gross National Product (GNP), a number one rank for the UAE in the global index for ease of doing business, and a place among the top 10 countries worldwide in the Global Competitiveness Index. UAE investment laws and regulations are evolving in support of these goals. However, current frameworks still favor local over foreign investors. While recently updated UAE laws validate the practice of foreign owned free zone companies operating “onshore” in some instances, and permit majority-Gulf Cooperation Council (GCC) ownership of public joint stock companies, there remains no national treatment for investors in the UAE and foreign ownership of land and stocks is restricted. Non-tariff barriers to investment persist in the form of restrictive agency, sponsorship, and distributorship requirements.

Other Investment Policy Reviews

The UAE government (UAEG) hosted the IMF for an Article IV Consultation in 2015, but has not conducted an investment policy review through the Organization for Economic Cooperation and Development (OECD), the WTO, or the United Nations Conference on Trade and Development (UNCTAD).

Laws/Regulations on Foreign Direct Investment

There are four major federal laws affecting foreign investment in the UAE: the Companies Law, the Commercial Agencies Law, the Industry Law, and the Government Tenders Law. In 2011, the Ministry of Economy announced that 19 federal laws were in draft status to address a number of concerns historically discouraging foreign investment in the UAE. Today, the laws include an updated commercial agencies law, an insolvency law, an arbitration law, and a draft foreign investment law under review.

The Federal Commercial Companies Law (Law No. 02, 2015) was issued in April 2015 and applies to commercial companies operating in the UAE. The new law, with which all companies must come into compliance by July 1, 2016, provides a stronger, more up to date basis for corporate regulation. Companies established in the UAE are currently required to have a minimum of 51 percent UAE national ownership. Profits and management control may be apportioned differently and often are negotiated at fixed amounts. Branch offices of foreign companies are required to have a national agent with 100 percent UAE national ownership, unless the foreign company has established its office pursuant to an agreement with the federal or an emirate-level government. The new commercial law allows companies to offer between 30 and 70 percent of shares upon undertaking an initial public offering (IPO) and eliminates the requirement to issue new shares at the time of IPO. The law also eases the process for forming a limited liability company by requiring between 1 to 75 shareholders (the prior requirement was between 2 to 50 shareholders). Under the new law, when a public joint stock company lists, there is a 51 percent GCC ownership requirement. UAE nationals must chair and be the majority of board members of any public joint stock company.

Provisions in the commercial law that would have relaxed the foreign ownership limit were rejected by the UAE Federal National Council (FNC), but might be addressed in a separate investment law that is currently still in draft form, according to a statement made in 2015 by the FNC spokesperson. A provision to allow 100 percent foreign ownership outside of free zones would reportedly be restricted to certain sectors, such as high technology projects, and would require Cabinet approval on a case-by-case basis. For example, in 2015, a prominent American technology company secured permission to open stores outside free zones without any local partners, having secured permission to do so on an exceptional basis via a decree from the Dubai Ruler.

The Commercial Agencies Law’s provisions are collectively set out in Federal Law No. 18 of 1981 on the Organization of Commercial Agencies as amended by Federal Law No. 14 of 1988 (the Agency Law), and apply to all registered commercial agents. Federal Law No. 18 of 1993 (Commercial) and Federal Law No. 5 of 1985 (Civil Code) govern unregistered commercial agencies. The Commercial Agencies Law requires that foreign principals distribute their products in the UAE only through exclusive commercial agents who are either UAE nationals or companies wholly owned by UAE nationals. The foreign principal can appoint one agent for the entire UAE or for a particular emirate or group of emirates. The Ministry of Economy handles registration of commercial agents. It remains difficult, if not impossible, to sell in UAE markets without a local agent. Only UAE nationals or companies wholly owned by UAE nationals can register with the Ministry of Economy as local agents.

The Federal Industry Law stipulates that industrial projects must have 51 percent UAE national ownership. The law also requires that projects either be managed by a UAE national or have a board of directors with a majority of UAE nationals. Exemptions from the law are provided for projects related to extraction and refining of oil, natural gas, and other raw materials. Additionally, projects with a small capital investment or projects governed by special laws or agreements are exempt from the industry law.

To obtain an investor number from the Abu Dhabi Securities Exchange, go to: http://www.adx.ae/FormsAndApplications/InvestorNumberApplication.pdf

To obtain an investor number for trading on the Dubai Exchanges, go to: http://www.nasdaqdubai.com/assets/docs/NIN-Form.pdf

Business Registration

The UAE’s business registration process varies based on the emirate. The business registration process is not available online. Generally registration happens through the particular emirate’s Department of Economic Development. At a minimum, a company must generally register with the Department of Economic Development, the Ministry of Labor, and the General Authority for Pension and Social Security with a required notary in the process. The time it takes to start a business was eight days in 2015, according to the World Bank.

Investment promotion agencies exist based on the emirate. For example, the Sharjah Investment and Development Authority, or Shurooq, is an independent government agency that assists investors in finding partnerships in the emirate.

The definitions of micro, small and medium-sized enterprises (MSMEs) vary by emirate. In Dubai, for example, MSMEs are defined as companies with fewer than 75 employees and less than AED 250 million (USD 68 million) in annual turnover in the trade sector; fewer than 250 employees and less than AED 250 million (USD 68 million) in annual turnover in the manufacturing sector; and fewer than 250 employees and less than AED 150 million (USD 41 million) in annual turnover in the service sector. The government of Dubai provides business support and information to MSMEs fully owned and managed by UAE nationals.

Industrial Promotion

The Abu Dhabi Government in early 2015 formed the Abu Dhabi Investment Attraction Committee to achieve sustainable economic development and develop an attractive investment environment. The committee started the process of forming a foreign investment attraction strategy in March 2015, focusing on the sectors that Abu Dhabi’s strategic plan—Abu Dhabi Economic Vision 2030—targeted as engines for non-oil sector growth. These sectors include industry, tourism, transport and logistics, financial services, insurance, media, energy, construction, real estate, telecommunications, information technology, health and education.

Limits on Foreign Control and Right to Private Ownership and Establishment

Foreign companies or individuals are limited to 49 percent ownership/control in any part of the UAE not in a free trade zone, pursuant to law. There have been waivers of the application of this law granted on a case-by-case basis. The 2015 Commercial Companies Law allows for full ownership by GCC nationals.

Except as detailed elsewhere in this report, there are no restrictions on the right of private entities to establish and own business enterprises and engage in all forms of remunerative activity.

Privatization Program

There has been no privatization program in the UAE. There have been several listings of portions of state owned enterprises (SOEs), which are referred to locally as government related entities (GREs), on local UAE stock exchanges, as well as some “greenfield” IPOs that are focused on priority government projects.

Screening of FDI

The UAE does not have a formal FDI review process; however, as noted elsewhere in this report, there is no national treatment for investors in the UAE and restrictions on foreign ownership of land and stocks are common. Non-tariff barriers to investment persist in the form of restrictive agency, sponsorship, and distributorship requirements.

Competition Law

The Ministry of Economy reviews transactions for competition-related concerns.

2. Conversion and Transfer Policies

Foreign Exchange

The UAE has no restriction on the making of payments and transfers for current international transactions, according to the IMF, except for those restrictions for security reasons that have been notified by authorities. There are no restrictions on the transfer of funds into or out of the UAE and currencies are traded freely at market-determined prices.

The UAE dirham has been de jure pegged to the dollar since 2002. The mid-point between the official buying and selling rate for the dirham (AED or Dhs) is fixed at AED 3.6725 per 1 USD.

Remittance Policies

The UAE Central Bank initiated the creation of the Foreign Exchange & Remittance Group (FERG), made up of various exchange companies, which is registered with the Dubai Chamber of Commerce & Industry. Unlike their counterparts across the world that deal mainly in money exchange, exchange companies in the UAE are the primary channels for transferring large volumes of remittances through official channels. It is estimated that more than USD 30 billion (AED 110 billion) is transferred annually by expatriate workers in the UAE to home markets. Exchange companies are important partners in a unique Wages Protection System of the UAE Government. They also handle various ancillary services ranging from credit card payments, national bonds, and traveler’s checks.

The various free zones, including the Dubai International Financial Center (DIFC), are subject to the federal anti-money laundering (AML) law. Free zone licensing authorities have the ability to set their own AML rules and regulations consistent with the federal law, resulting in variance among the free zones. Federal authorities continue to examine ways to expand their regulatory reach on AML/CFT. The UAE is a member of the Middle East and North Africa Financial Action Task Force, a Financial Action Task Force (FATF)-style regional body.

3. Expropriation and Compensation

The Mission is not aware of foreign investors involved in any expropriations in the UAE for at least the last five years. There are no set federal rules governing compensation if expropriations were to occur, and individual emirates would likely treat expropriations differently. In practice, authorities in the UAE would be unlikely to expropriate unless there was a compelling development or public interest need to do so, and in such cases compensation would likely be generous in order to maintain foreign investor confidence.

4. Dispute Settlement

Legal System, Specialized Courts, Judicial Independence, Judgments of Foreign Courts

French and Egyptian legal systems heavily influence the UAE legal structure, but its foundation is in Islamic (Shari’a) law. In the constitution, Islam is identified as the state religion, as well as the principal source of law. The legal system of the country is generally divided between off shore free trade zones, which use a British-based system of common law, and domestic law cases, which are governed by Shari’a – the majority of which has been codified into black letter law. The mechanism for enforcing ownership of property through either court system is generally considered to be both predictable and fair. As is the case with civil law systems, common law principles, such as adopting previous court judgments as legal precedents, are generally not recognized in the UAE – though lower courts typically apply higher court judgments. Judgments of foreign civil courts are generally recognized and enforceable under the local courts.

Although the principles of Shari’a influence criminal and civil laws (i.e., judges rely on Shari’a in the rare absence of clear black letter law), the direct influence of Shari’a is primarily confined to family law cases where Shari’a law has been codified. Non-Muslims who are tried in Shari’a law cases may receive civil penalties at the discretion of the judge. A higher court may also overturn a Shari’a penalty imposed on a non-Muslim.

In April 2015, Dubai International Financial Center (DIFC) courts announced a wills and probate registry, making it the first jurisdiction in the region where a non-Muslim individual can register a will under internationally recognized common law principles. The United States District Court for the Southern District of New York signed a memorandum with the DIFC courts that provides companies operating in Dubai and New York with procedures for the mutual enforcement of money judgments. A properly executed last will and testament will take precedence over Shari’a law, however, and is recommended by local attorneys as the best way for expatriates to ensure that the default inheritance laws of the UAE are not applied unless so desired.

The UAE constitution stipulates that each emirate can decide whether to set up its own judicial system (local courts) or use federal courts (courts administered by the federal government) exclusively for cases involving both federal and non-federal cases. The UAE Federal Judicial Authority has jurisdiction for all cases involving a “federal person,” with the Federal Supreme Court in Abu Dhabi, the highest court at the federal-level, having exclusive jurisdiction in seven types of cases: disputes between emirates, disputes between an emirate and the federal government, cases involving national security, interpretation of the constitution, questions over the constitutionality of a law, and cases involving the actions of appointed ministers and senior officials while performing their official duties. Although the UAE federal constitution permits each emirate to have its own judicial authority, all emirates except Dubai, Ras Al Khaimah, and Abu Dhabi have incorporated their local judicial systems into the UAE Federal Judicial Authority. In doing so, the federal government administers the courts in Ajman, Fujairah, Um al Quwain, and Sharjah, including the vetting and hiring of judges there, and payment of salaries. Judges in these courts apply both local and federal law as warranted by the case. Dubai, Ras Al Khaimah, and Abu Dhabi emirates, on the other hand, administer their own local courts, hiring, vetting, and paying their own judges and attorneys. A slight anomaly, however, is that Abu Dhabi is the only emirate that operates both local (the Abu Dhabi Judicial Department) and federal courts in parallel. The local courts in Dubai, Ras al Khaimah, and Abu Dhabi have jurisdiction over all matters that the constitution does not specifically reserve for the federal system.

Bankruptcy

There have been reports that a bankruptcy (insolvency) law is under consideration. However, at present, a chapter in the UAE federal commercial code, promulgated in 1993, is the only comprehensive legal guidance on the subject. The commercial code chapter on bankruptcy governs the procedures and effects of bankruptcy in the UAE, but does not provide a mechanism for the orderly evaluation and distribution of assets of a bankrupt entity. Monetary judgments in bankruptcy cases are made in the local currency, and UAE courts enforce the judgments of foreign courts if there is reciprocity based on bilateral or international treaties. A debtor may be sent to jail for failure to make payments.

Investment Disputes

The Mission is aware of a few substantial investment disputes during the past few years involving U.S. or other foreign investors and government and/or local businesses. There have also been several contractor/payment disputes, with the government as well as local businesses. Some observers have characterized dispute resolution as difficult and uncertain.

Disputes generally are resolved by direct negotiation and settlement between the parties themselves, recourse to the legal system, or arbitration. Small, medium, and some larger enterprises continue to fear being frozen out of the UAE market for escalating payment issues through civil or arbitral courts, particularly when politically influential local parties are involved. Some firms may feel compelled to exit the UAE market as they are unable to sustain pursuit of legal or dispute resolution mechanisms that can add months or years to the dispute resolution process. Arbitration may commence by petition to the UAE federal courts on the basis of mutual consent (a written arbitration agreement), independently (by nomination of arbitrators), or through a referral to an appointing authority without recourse to judicial proceedings. There have been no confirmed reports of government interference in the court system that could affect foreign investors, but there is a widespread perception that domestic courts are likely to find in the favor of Emirati nationals over foreigners.

International Arbitration

The UAEG's accession to the UN Convention on the Recognition and Enforcement of Foreign Arbitral Awards became effective in November 2006. An arbitration award issued in the UAE is now enforceable in all 138 states that have acceded to the Convention, and any award issued in another member state is directly enforceable in the UAE. The Convention supersedes all incompatible legislation and rulings in the UAE. The Mission does not yet have any experience with U.S. firms attempting to use arbitration under the UN convention on the recognition and enforcement of foreign arbitral awards. Concerns have been raised about delays and other obstacles encountered by firms seeking to enforce their arbitration awards in the UAE despite the recognition of progress in compliance with this convention.

ICSID Convention and New York Convention

The United Arab Emirates is a contracting state to the International Centre for the Settlement of Investment Disputes (ICSID convention) and a signatory to the convention on the Recognition and Enforcement of Foreign Arbitral awards (1958 New York Convention).

Duration of Dispute Resolution – Local Courts

Enforcing arbitration judgments rendered in the UAE requires court certification and can be a lengthy process. Judicial proceedings may continue for several years and can be invalidated for procedural considerations.

5. Performance Requirements and Investment Incentives

WTO/TRIMS

According to the WTO, UAE procurement gives preference to local companies and suppliers, as foreign participation is limited by nationality requirements. There is a strong reliance on foreign companies, however, particularly with major projects for which local expertise is not always available. An offset program is in place for defense contracts.

Government tendering is not conducted according to generally accepted international standards, and re-tendering is the norm. To bid on federal projects, a supplier or contractor must be either a UAE national or a company in which UAE nationals own at least 51 percent of the capital or have a local agent or distributor. Federal tenders must be accompanied by a bid bond in the form of an unconditional bank guarantee for five percent of the value of the bid. UAE federal government entities can tender internationally since foreign companies sometimes are the only suppliers of specialized goods or services that are not widely available.

The UAE’s offset program requires that defense contractors awarded contracts valued at more than USD 10 million in any five-year period establish a commercially viable joint venture with local business partners or provide capabilities and supply contracts to established UAE companies, yielding profits equivalent to 60 percent of the contract value within a specified period.

Investment Incentives

Incentives are given to foreign investors in the free zones. Outside the free zones, no incentives are given, although the ability to purchase property as freehold in certain favored projects in Dubai could be considered an incentive aimed at attracting foreign investment. The federal government and the governments of the individual emirates promote a business environment largely free of taxation and exchange controls, although the UAEG has recently announced it will introduce a Value Added Tax (VAT) in 2018.

Research and Development

There are no reports of formal restrictions on investment or involvement with official research and development projects.

Performance Requirements

There is a federal incentive program called Emiratization that aims to increase the number of jobs available for Emirati citizens within the private sector. Exact requirements vary by industry, but the Vision 2021 national strategic plan aims to increase the percentage of Emiratis working in the private sector from 5% in 2014 to 8% by 2021. Most Emirati citizens are employed by the UAE government or one of its many GREs. There is a guest worker system in place, which generally guarantees transportation back to country of origin at conclusion of employment. There have been no reports of excessively onerous visa, residence, work permit, or similar requirements inhibiting mobility of foreign investors and their employees. There are government/authority-imposed conditions on permission to invest, in the form of a general 49 percent limitation of ownership/control by foreign individuals or corporations.

Data Storage

The UAE does not force foreign investors to use domestic content in goods or technology or compel foreign IT providers to turn over source code.

6. Protection of Property Rights

Real Property

The UAE allows each individual emirate to decide on the form in which ownership of land may be transferred within its borders. Generally, Abu Dhabi has limited ownership to Emirati or other GCC citizens, who may then lease out the land to foreigners. The property reverts back to the owner at the conclusion of the lease. Although Dubai has identified such restricted areas within its borders, traditional freeholds, also known as outright ownership, are also available. Freeholders of land own the land. Subject to very few regulations, freehold owners may sell on the open market. The contract rights of lienholders, as well as ownership rights of freeholders, are generally respected and enforced throughout the UAE, which in some cases has employed specialized courts for this purpose.

Mortgages and liens are permitted, with restrictions. Each emirate has its own system of recordkeeping. In Dubai, for example, the system is considered extremely reliable, being mainly centralized within the Dubai Land Department. Land not otherwise allocated or owned is the property of the emirate, and may be disposed of at the will of its ruler, who generally consults with his advisors prior to disposition.

Intellectual Property Rights

With respect to intellectual property rights (IPR), the UAE’s legal regime is generally considered fair and in compliance with international obligations. Enforcement of IPR takes place generally at the emirate level. In 2015, a Dubai government agency, the Intellectual Property Rights Protection Division of the Dubai Department of Economic Development (DED), reported that it had seized 63 million pieces of counterfeit goods worth over USD 300 million within the emirate of Dubai. The Dubai Police, Dubai Customs, and the Dubai Department of Economic Development share the power to search for and seize counterfeit products. Dubai Customs has authority to do so at the emirate’s borders and in free trade zones, while Dubai Police and DED authority only applies to non-free trade zone areas. A draft of a new anti-commercial fraud law is still pending. Interested stakeholders are watching the draft law closely, especially due to a potential conflation of counterfeit goods with substandard and defective goods. Each emirate works with individual stakeholders regarding counterfeits of its brands, and the government publicly reports only the largest seizures of counterfeit goods. The UAE is not currently listed in the United States Trade Representative’s (USTR) Special 301 report, or in its Notorious Markets report.

The two main challenges IPR holders face in the UAE are in the areas of counterfeit goods, and royalty payments for copyrighted music. The practice of fining shippers of counterfeit goods and permitting re-exportation of those goods subjectively deemed too hazardous to destroy has occurred regularly in the UAE during the reporting period, primarily in the emirate of Dubai. It is important to note that Dubai Customs officials continue to report that negotiations are underway to outsource destruction of counterfeit goods. As to royalty payments for copyrighted music, although the UAE has generally been responsive when encountering pirated physical CDs, DVDs, and software, the lack of a copyright collecting society, which is allowed for under UAE’s existing copyright law, is a major obstacle to adequate protection of IPR.

Resources for Rights Holders

Officers with responsibility for IPR at Embassy Abu Dhabi: Mark Motley, +971-2-414-2595, motleyme@state.gov; at Consulate Dubai: Joseph Giblin, +971-4-309-4034, giblinjp@state.gov; and the Department of Commerce Middle East/North Africa Regional IP Attaché at Embassy Kuwait: Aisha Salem, +965-2259-1455, aisha.salem@trade.gov. The website of the American Chamber of Commerce in Abu Dhabi can be found at http://www.amchamabudhabi.org/ and the American Business Council of Dubai and the Northern Emirates at http://www.abcdubai.com/. The website of the U.S.-UAE Business Council is located at http://usuaebusiness.org/

7. Transparency of the Regulatory System

As indicated elsewhere in this report, the regulatory and legal framework in the UAE is generally more favorable for local investors than for foreign investors.

The Commercial Companies Law maintains the previous requirement that all companies apply international accounting standards and practices when preparing their accounts, generally International Financial Reporting Standards (IFRS). The UAE has never had local generally accepted accounting principles.

UAE legislation is only published when it has been enacted into law and is not available for public comment before that, although the press will occasionally report on some details of high-profile legislation. Final bills are published in an official register, usually only in Arabic, although there are private companies that specialize in translating laws into English. Although non-governmental organizations do not generally manage regulatory processes, there are many quasi-governmental advisory boards that participate in the setting of standards. The Mission has not received complaints about exclusion of foreigners from these boards.

8. Efficient Capital Markets and Portfolio Investment

The UAEG is focused on building infrastructure to create an environment conducive to economic growth and outside investment. It is also collaborating with its partners in the GCC to support ventures in the region. UAEG efforts to create such an environment for investments resulted in: i) no taxes or restrictions on the repatriation of capital; ii) free movement of labor and low barriers to entry (effective tariffs are five percent for most goods); and iii) an emphasis on diversifying the economy away from oil, which offers a broad array of investment options for FDI. Drivers for the economy include real estate, tourism, manufacturing, and financial services.

The UAE issued investment funds regulations in September 2012, known as the “twin peak” regulatory framework. The framework is designed to further govern the marketing of investment funds established outside the UAE to investors in the UAE and the establishment of local funds domiciled inside the UAE. This regulation set forth several key changes such as giving the Securities and Commodities Authority (SCA), rather than the Central Bank, authority over the licensing, regulation and oversight of the marketing of investment funds. The marketing of a foreign fund (including “offshore” UAE-based funds, such as those domiciled in the DIFC) now requires the appointment of a locally licensed placement agent. Other restrictions contained in the regulations, such as limitations on funds investing more than 15 percent in any one underlying issuer, have led fund managers to question whether the UAE is seeking to attract international or regionally focused investment funds to be domiciled in the country. The federal government has also encouraged certain high-profile projects to be undertaken via a public joint stock company in order to allow the issue of shares to the public. Further, any company carrying out banking, insurance or investment for a third party must be a public joint stock company.

Money and Banking System, Hostile Takeovers

The UAE has accepted the obligation of IMF Article VIII, Sections 2, 3, and 4. There are no restrictions on the making of payments and transfer for current international transactions, except for those restrictions for security reasons that have been notified to the Fund, by the authorities, in accordance with Executive Board Decision No. 144 (52/51).

The international financial crisis and foreign speculation contributed to significant declines in local equity valuations since 2008, but the markets rebounded strongly by 2013. UAE’s regulatory body, the SCA, raised capital requirements to operate a brokerage house from AED 20 million (USD 5.5 million) to AED 30 million (USD 8.2 million) and in July 2014 classified brokerages into two groups: “those which engage in trading only while the clearance and settlement operations are conducted through clearance members” and “those which engage in trading clearance and settlement operations for their clients.” Under the regulations, trading brokerages require paid-up capital of AED 3 million (USD 820k), whereas trading and clearance brokerages need AED 10 million (USD 2.7 million). Bank guarantees required for brokerages to trade on the bourses are AED 1 million (USD 367k).

9. Competition from State-Owned Enterprises

State-owned enterprises (SOEs) are a key component of the UAE economic model. Some SOEs, or GREs as they are referred to locally, such as the Abu Dhabi National Oil Company, are strategically important companies and a major source of fiscal revenues. Mubadala Development Company established Masdar in 2006 to develop renewable energy and sustainable technologies industries. A number of SOEs such as Emirates (the airline) and Etisalat (a large telecommunications firm) have in recent years emerged as internationally recognized brands. Some, but not all of these companies, compete, and in a number of cases against other state-owned firms (Emirates and Etihad airlines, for example, or Etisalat telecom against majority UAEG-owned du). While they are not granted full autonomy, they are integrated in a system where the state leverages synergies among entities it controls to foster national economic development. Perhaps the best example of such an economic ecosystem is Dubai, where SOEs have been used as a motor of diversification and are present in a number of sectors, including construction, hospitality, transport, banking and telecommunications.

Sectoral regulations in some cases address governance structures and practices of state-owned companies. For example, the Dubai Real Estate Regulatory Agency (RERA) developed a code of corporate governance for real estate developers in 2011. In doing so, RERA has considered that the peculiarity of the real estate sector, which includes many actors such as developers and promoters, merits specific guidelines. The UAE is not party to the WTO Government Procurement Agreement.

OECD Guidelines on Corporate Governance of SOEs

Corporate governance of most SOEs is largely comprised of ruling family members, the merchant class, and a variety of advisors, including foreigners. While the selection and allocation of board seats remains vague, the UAEG states it strives to follow guidelines consistent with OECD’s guidelines for SOEs, with the state acting as an owner, and equitable treatment of shareholders. There is no centralized ownership entity. In 2009, the UAEG government established the Emirates Competitiveness Council (ECC) to address issues related to optimizing the efficiency and governance of SOEs, recognizing some SOEs are a fiscal burden while others can be a source of economic competitiveness. In September 2015, the ECC was replaced with the Federal Competitiveness and Statistics Authority and charged with improving the UAE’s ranking in global competitiveness reports by defining and implementing reforms across various sectors of the economy, in addition to serving as a source for national statistics.

In disputes between SOEs and foreign investors, there is a widespread perception that domestic courts are likely to find in the SOEs’ favor. The constitution provides for an independent judiciary, but court decisions are subject to review by the political leadership and influenced by nepotism; authorities often treat noncitizens differently from citizens.

Sovereign Wealth Funds

Abu Dhabi is home to four sovereign wealth funds—the Abu Dhabi Investment Authority (ADIA), the Abu Dhabi Investment Council (ADIC), the International Petroleum Investment Company (IPIC), and Mubadala Development Company (Mubadala)—with total assets of approximately USD 1 trillion. Each Abu Dhabi fund is comprised of a chair and board members who are appointed by a decree of the Ruler of Abu Dhabi. President Khalifa Bin Zayed Al Nahyan is the chair of ADIA, and Abu Dhabi Crown Prince Mohammed Bin Zayed Al Nahyan is the chair of ADIC, IPIC, and Mubadala. Emirates Investment Authority, the UAE’s federal sovereign wealth fund, has assets of about USD 15 billion. The Investment Corporation of Dubai (ICD) is Dubai’s primary sovereign wealth fund, with an estimated USD 70 billion of assets.

UAE funds are involved in their investments to varying degrees. ADIA does not actively seek to manage or take an operational role in the public companies in which it invests, while Mubadala tends to take a more active role in particular sectors, including oil and gas, aerospace, and infrastructure, among others. ADIA exercises its voting rights as a shareholder in certain circumstances to protect its interests or to oppose motions that may be detrimental to shareholders as a body. According to ADIA, the fund carries out its investment program independently and without reference to the government of Abu Dhabi.

ADIA in 2008 agreed to act alongside the IMF as co-chair of the International Working Group of sovereign wealth funds, which eventually became the International Forum of Sovereign Wealth Funds (IFSWF). The IFSWF, which is comprised of representatives from 28 countries, was created to demonstrate that sovereign wealth funds had robust internal frameworks and governance practices and that their investments were made only on an economic and financial basis.

10. Responsible Business Conduct

There is a general expectation that businesses in the UAE adhere to responsible business conduct (RBC) standards, and the UAE’s Governance Rules and Corporate Discipline Standards (Ministerial Resolution No. 518 of 2009) encourage companies to apply social policy towards local society. Many companies in the UAE maintain corporate social responsibility (CSR) offices and participate in CSR initiatives, including mentorship and employment training; philanthropic donations to UAE-licensed humanitarian and charity organizations; and initiatives to promote environmental sustainability. The UAE’s rulers actively support such efforts through official government partnerships, as well as their own private foundations.

The 2015 Commercial Companies Law requires managers and directors to act for the benefit of the company and makes any company provisions exempting a directors and managers from personal liability voidable.

In April 2015, the Pearl Initiative and the United Nations Global Compact (UNGC) held their inaugural Forum in Dubai. The Pearl Initiative is an independent private sector-led not-for-profit organization working across the Gulf region to encourage better business practices. The UAE has not subscribed to the OECD Guidelines for Multinational Enterprises and has not actively encouraged foreign or local enterprises to follow the specific United Nations Guiding Principles on Business and Human Rights. The UAE has not committed to adhering to the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Afflicted and High-Risk Areas nor does it participate in the Extractive Industries Transparency Initiative.

11. Political Violence

There have been no reported instances of politically motivated property damage in recent years.

12. Corruption

The UAE has stiff laws, regulations and enforcement against corruption, and has pursued several high profile cases. For example, the UAE federal penal code and the federal human resources law criminalize the acceptance of bribes by public and private sector workers and embezzlement. The Dubai financial fraud law applies to persons convicted of a crime in Dubai and criminalizes receipt of illicit monies or public funds. There is no evidence that corruption of public officials is a systemic problem. The State Audit Institution (SAI) and the Abu Dhabi Accountability Authority investigate corruption in the government.

The monitoring organizations GAN Integrity and Transparency International describe the corruption environment in the UAE as low-risk, and rate the UAE highly with regard to anti-corruption efforts both regionally and globally. Third-party organizations note, however, that the involvement of members of the ruling families in certain businesses can create economic disparities in the playing field, and most foreign companies outside the UAE’s free zones must rely on an Emirati national partner who retains 51 percent ownership. There are no civil society organizations or NGOs investigating corruption within the UAE.

UN Anticorruption Convention, OECD Convention on Combatting Bribery

The UAE signed and ratified the UN Convention against Corruption in 2005 and 2006, respectively. The UAE has drafted, but not passed, legislation to implement the Convention. The UAE is not party to the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.

Resources to Report Corruption

Resources to Report Corruption: Dr. Harib Al Amimi, President, State Audit Institution, 20th Floor, Tower C2, Aseel Building, Bainuna (34th) Street, Al Bateen, Abu Dhabi, United Arab Emirates; +971 2 635 9999; info@saiuae.gov.ae

13. Bilateral Investment Agreements

UNCTAD lists the UAE as currently having 48 bilateral investment treaties, of which 34 are in force, and 14 other international investment agreements (IIAs), of which seven are in force. There is currently no bilateral investment treaty between the United States and the UAE.

In March 2004, the United States signed a Trade and Investment Framework Agreement (TIFA) with the UAE to provide a formal framework for dialogue on economic reform and trade liberalization: https://ustr.gov/sites/default/files/uploads/agreements/tifa/asset_upload_file305_7741.pdf. As a member of the GCC, the UAE is also party to the U.S. - GCC framework agreement for trade, economic, investment, and technical cooperation, signed in September 2012.

The United States began negotiating an FTA with the UAE in March 2005. In early 2007, the United States and the UAE announced that they would not be able to complete FTA negotiations under the existing time frame for trade promotion authority. The United States and the UAE later initiated a "TIFA Plus" consultative process under the existing bilateral TIFA to advance trade liberalization in as many areas as possible. Incorporating a broader range of issues, the State Department negotiated and signed a Memorandum of Understanding creating an Economic Policy Dialogue (EPD) with the UAE Ministry of Foreign Affairs in 2012, to address a variety of topics, including but not limited to trade, investment, sector-specific cooperation, competitiveness, and entrepreneurship. A CEO Summit process for the EPD was established in 2013, bringing recommendations from the private sector directly into the EPD discussions.

Bilateral Taxation Treaties

There is currently no double taxation treaty between the United States and the UAE.

UAE has ratified 45 bilateral agreements for the promotion and protection of investments and 55 double taxation avoidance agreements.

14. OPIC and Other Investment Insurance Programs

The UAE does not have a bilateral agreement with OPIC after having its agreement suspended in 1995 for not meeting statutory "taking steps" standards on worker rights grounds.

15. Labor

The UAE economy is robust, with low unemployment among the country’s citizen population. Expatriates, who represent over 85 percent of the country’s 9.4 million residents, account for approximately 95 percent of private sector workers. Most expatriate workers derive their legal residency status from their employment.

UAE citizens overwhelmingly work in the public sector, although the federal and emirate-level governments aim to incentivize greater Emirati participation in the private sector through Emiratization quotas. Private sector hiring quotas for Emiratis vary by sector, ranging from 2-15 percent of annual hires. The National Human Resource Development and Employment Authority (Tanmia) oversees Emiratization efforts nationally, while emirate-level entities - such as the Abu Dhabi Tawteen Council and Dubai’s Emirates Nationals Development Program (ENDP) – similarly work to place increasing numbers of UAE citizens into private sector positions. In 2015, the ENDP announced plans to decrease the Emirati national unemployment rate to less than one percent by 2021.

A significant portion of the country’s expatriate population is comprised of low-skill workers, primarily from South Asia, who work in manual labor industries such as construction. In addition, several hundred thousand domestic workers, primarily from South and Southeast Asia, work in the homes of both Emirati and expatriate families. Federal labor law does not apply to domestic, agricultural, or public sector workers. In 2014, the federal government implemented a law mandating a standard contract for all domestic workers.

Under UAE labor law, employers must pay severance to workers who complete one year or more of service, except in cases of termination under certain conditions described in Article 120 of the federal labor law, which relate to misconduct by workers. Expatriate workers do not receive UAE government unemployment insurance.

In January 2016, the UAE implemented three new labor laws that amend Federal Law No. (8) of 1980. The first law seeks to restrict employers from engaging in “contract switching;” it requires companies to provide job offers that mirror a standard employment contract in a language that prospective workers understand. Employers must then submit the signed contracts to the Ministry of Labor prior to the workers’ visa applications. Workers sign the contract a second time after entering the UAE. The second and third laws concern the termination of an employment relationship, and are intended to increase laborers’ job mobility. Under the second law, workers may seek a new job if an employer fails to meet certain contract terms, or if the worker reaches an agreement with the employer or provides stipulated notice. Under the third law, employees who legally terminate an employment contract may obtain a new work permit with a different employer in the UAE.

Although UAE federal law prohibits the payment of recruitment fees, many prospective workers continue to make such payments in their home countries. There are no legally mandated minimum wages.

Federal Law No. 8 of 1980 prohibits labor unions. The law also prohibits public sector employees, security guards, and migrant workers from striking and allows employers to suspend private sector workers for striking. Labor protests are rare, in part due to employers’ ability to cancel contracts of striking workers, which can lead to deportation. There were fewer than five labor strikes in 2015 reported in media sources; all concerned compensation.

Mediation plays a central role in resolving labor disputes. The federal Ministry of Labor and local police forces maintain telephone hotlines for labor dispute and complaint submissions. Disputes not resolved by the Ministry of Labor move to the labor court system.

The Ministry of Labor inspects company workplaces and company-provided worker accommodations to ensure compliance with UAE law. Emirate-level government bodies, including Dubai Municipality, also carry out regular inspections. The Ministry of Labor also enforces a midday break during the extremely hot summer months. The federally mandated Wage Protection System electronically transfers wages to nearly 4 million private sector workers.

The multi-agency National Committee to Combat Human Trafficking is the federal body tasked with monitoring and preventing human trafficking, including forced labor. Child labor is illegal and rare in the UAE.

Section 7 of the Department of State’s Human Rights Report (http://www.state.gov/j/drl/rls/hrrpt/) describes more information on worker rights, working conditions, and labor laws in the UAE. The Department of State’s Trafficking in Persons Report (http://www.state.gov/j/tip/rls/tiprpt/) details the UAE government’s efforts to combat human trafficking.

16. Foreign Trade Zones/Free Ports/Trade Facilitation

There are numerous duty-free import zones throughout the UAE. Foreign companies generally enjoy the same investment opportunities within those zones as Emirati citizens. Free zones in the UAE are home to more than 20,000 companies. These free zones form a vital component of the local economy, and serve as major re-export centers to the Gulf region.

The chief attraction of the free zones is the waiver of the requirement for majority local ownership. In free zones, foreigners may own up to 100 percent of the equity in an enterprise. All free zones provide 100 percent import and export tax exemption, 100 percent exemption from commercial levies, 100 percent repatriation of capital and profits, multi-year leases, easy access to sea and airports, buildings for lease, energy connections (often at subsidized prices), and assistance in labor recruitment. In addition, free zone authorities provide significant support services, such as sponsorship, worker housing, dining facilities, recruitment, and security.

Free zones have their own independent authority with responsibility for licensing and helping companies establish their businesses. Investors can register new companies in a free zone, or license branch or representative offices. Free zones have limited liability and are governed by the laws and regulations of free zones. Companies in free trade zones seeking to operate within the UAE may be governed by the new Commercial Companies Law, if the laws of the relevant free zone permit companies to operate outside of the free zones.

17. Foreign Direct Investment and Foreign Portfolio Investment Statistics

Table 2: Key Macroeconomic Data, U.S. FDI in Host Country/Economy

	Host Country Statistical source*		USG or international statistical source		USG or International Source of Data: BEA; IMF; Eurostat; UNCTAD, Other
Economic Data	Year	Amount	Year	Amount
Host Country Gross Domestic Product (GDP) ($M USD)	2014	$419,000	2014	$399,451	www.worldbank.org/en/country
Foreign Direct Investment	Host Country Statistical source*		USG or international statistical source		USG or international Source of data: BEA; IMF; Eurostat; UNCTAD, Other
U.S. FDI in partner country ($M USD, stock positions)	2014	$4359	2014	$15,035	http://www.bea.gov/international/factsheet/factsheet.cfm
Host country’s FDI in the United States ($M USD, stock positions)	N/A		2014	$2,700	http://www.bea.gov/international/factsheet/factsheet.cfm
Total inbound stock of FDI as % host GDP	2014	1.04%	2014	3.76%	N/A

* UAE National Bureau of Statistics; UAE Ministry of Economy public statements.

Table 3: Sources and Destination of FDI

Direct Investment from/in Counterpart Economy Data
From Top Five Sources/To Top Five Destinations (US Dollars, Millions)
Inward Direct Investment			Outward Direct Investment
Total Inward	73,107	100%	Total Outward	N/A	100%
United Kingdom	9,688	13.3%
India	4,258	5.8%
France	4,084	5.6%
Japan	3,991	5.5%
United States	3,110	4.3%
"0" reflects amounts rounded to +/- USD 500,000.

Source: IMF Coordinated Direct Investment Survey. Figures are from 2012.

Table 4: Sources of Portfolio Investment

The UAE does not report data to the IMF’s Coordinated Portfolio Investment Survey and does not publish data on foreign portfolio investment sources or destinations. FPI in the UAE in 2012 was USD 15.1 billion, according to official government statistics.

18. Contact for More Information

Please direct any questions regarding Mission UAE's Investment Climate Statement to:

Sean S. Greenley
Economic Affairs Officer
U.S. Consulate General Dubai
PO Box 121777
First Street, Umm Hurair-1
Dubai, UAE
+971.4.309.4918
GreenleySS@State.gov

The alternate point of contact is:

Kevin J. Su
Economic Officer
U.S. Embassy Abu Dhabi
PO Box 4009
Abu Dhabi, UAE
+971.2.414.2449

ecoi.net description:: Annual report on investment climate, incl. information on legal and regulatory system, political violence, corruption, labour and economic issues, etc. (as of March 2016)
Country:: United Arab Emirates
Source:: USDOS – US Department of State (Author)
Original link:: http://www.state.gov/e/eb/rls/othr/ics/2016/nea/254467.htm
Document type:: Periodical Report
Language:: English
Published:: 5 July 2016
Document ID:: 1171022 (former ID 332529)