Dubai Offshore (Jebel Ali Free Zone “JAFZA”)

Over the years, Dubai has consistently followed policies directed towards instilling market confidence and enhancing the economy by the encouragement of local and foreign investment.

To that end, on January 13, 2003 the Jebel Ali Free Zone Offshore Companies Regulations 2003 (the “JAFZA Offshore Regulations“) was enacted allowing the incorporation of offshore entities in the Jebel Ali Free Zone. Said companies enjoy all the advantages of other international offshore companies, in addition to the added benefit of Dubai’s reputation for business transparency and sustainable development.

The Jebel Ali Offshore jurisdiction may not seem the obvious choice of jurisdiction, but a closer examination of the features that Jebel Ali Offshore and Dubai have to offer makes this venue an attractive option.

The salient features of a JAFZA Offshore Company are as follows:

  • 100% foreign ownership.
  • JAFZA offshore companies are not subject to any taxes or duties in the UAE.
  • Offshore companies incorporated in JAFZA are allowed to own real estate in Dubai.
  • JAFZA offshore companies are allowed to hold a bank account in the UAE.
  • No capital deposit is required.
  • Details of Shareholders and directors are not part of public records.
  • Guaranteed personal and corporate data confidentiality.

The following are the requirements of a JAFZA offshore company.

Shareholders (members)
A minimum of one shareholder is required. Corporate shareholders are permitted. Shareholders meetings should be held periodically (at least once a year). Every company shall maintain minutes of all proceedings at general meetings.

Share Capital
The minimum capital to be declared in the memorandum and articles of association is AED 10,000/- or USD $ 3,000/-. All shares rank equally and must be fully paid when allotted. Share certificates must be issued within two months from the date of payment of the capital. Bearer shares or different classes of shares are not allowed.

Directors
A minimum of two directors are required and corporate directors are not permitted. The number of directors can be fixed in the memorandum and articles of association. Details of the directors are not available for public inspection. The first directors are appointed by the incorporators at the time of incorporation, and thereafter elected by the shareholders. Any shareholder may be appointed as a director and/or a secretary.

Each director holds office for a period determined by the shareholders. In the event of death or resignation, another director may be appointed by the resolution of the shareholders. A vacancy created by removal of a director may be filled by resolution of the shareholders.

Secretary
Every JAFZA offshore company is required to have a secretary, which is appointed by the shareholders for such period as the shareholders may determine. A shareholder may be appointed as a secretary and/or a director.

Annual Account and Audits
The JAFZA offshore company shall keep accounting records. Accounts shall be preserved for 10 years from the date on which they are prepared. Accounts must be approved by the directors and signed by one of them and must be available for inspection by the shareholders concerned. Said annual accounts however are not required to be filed before JAFZA, but should be made available to the JAFZA Registrar upon demand.

Company Registers

All offshore companies are required to maintain the following registers:

  1. Register of Shareholders;
  2. Register of directors and secretary; and
  3. Register of meetings (shareholders, directors, and committees, if any). Registers shall be open for inspection by any shareholder or director of the offshore company and/or the Registrar. If inspection is refused, the company commits an offence.

Inspection
The Registrar has the power to appoint competent inspectors to investigate the affairs of the offshore company. Upon discretion of the registrar, inspection costs may be charged to any office bearer of the offshore company.

Incorporation Time Frame
Approximately 5 to 7 business days from the time of filing of all the requirements, provided no further security checks are undertaken.

Restrictions on Name
Names must end with “limited”.

Activities/Restrictions on Activities
JAFZA offshore companies may engage in any lawful activity for which offshore companies may be organized under the JAFZA Offshore Regulations.

JAFZA offshore companies are prohibited from carrying on business with person(s) resident in the UAE. However, a JAFZA offshore company shall not be treated as carrying on business with person(s) residing in the UAE by reason only that it:

  1. Makes or maintains professional contacts with legal consultants, accountants and management companies;
  2. Prepares and maintains books and records;
  3. Holds its general meetings or meetings for its directors; or
  4. Holds a bank account for the purpose of conducting its routing transactions.

In the event that a JAFZA offshore company desires to carry on business either within the JAFZA or elsewhere in the UAE, the proper license should be obtained from the competent authority.

Dissolution/ deregistration
A JAFZA offshore company may be dissolved/ deregistered prior to the annual renewal date. The following documents/ steps are required from the applicant in order to apply for deregistration:

  1. Original Memorandum and Articles of Association and Incorporation Certificate must be surrendered to the Registrar;
  2. Resolution of the shareholder(s) calling for the deregistration of the company (a sample can be provided, if required); and
  3. Liquidation Report from Auditors stating that there has been no transaction on behalf of the company for the past year.

Registered Agent
Every JAFZA offshore company is required to appoint an approved registered agent from the list of approved JAFZA Registered Agent List (Motei & Associates is an approved JAFZA Registered Agent).

Reporting Information/ Taxation
JAFZ is not a dependent or ‘overseas’ territory of another country and as such it is not sharing or reporting information to any overseas ‘principal’ or organization. Jebel Ali Free Zone Offshore is not subject to the EU Savings Tax Directive, unlike some other offshore tax havens related to the EU member states.

Required documents for individual applicant(s):

  1. Valid clear and legible passport copy;
  2. CV or personal profile;
  3. Copy of proof of residential address (i.e. utility bill which includes physical address); and
  4. Original bank reference letter (sample to be provided).

Required documents for corporate applicant(s):

  1. True copy of valid Certificate of Registration or Incorporation Certificate or Commercial Registry;
  2. Valid Certificate of Good Standing (for offshore companies);
  3. True copy of the Memorandum and Articles of Association; and
  4. Board of Directors Resolution (or Shareholders Resolution) calling for the establishment of the offshore company and appointing the director(s) and the secretary (a sample may be provided if required by client). NOTE: All the above documents must be legalized up to the UAE Consulate in the jurisdiction where the company has been incorporated.

Required documents for director(s) and secretary:

  1. Valid passport copy (clear and legible); and
  2. CV or personal profile.

Location Map

Location Map

Reach Us

For Initial Consultation Meeting,
Telephone: +971 4 435 5959
Fax: +971 4 435 5858
Skype: motei.office

Damac Executive Heights (TECOM)
Office No. 801, 8th Floor
P.O. Box: 112888
Dubai, UAE

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Affiliated Sites

  • The Legal 500
  • ABL Firm
  • Judicare
  • Egyptian Junior Business Association
  • HG.org
  • Chartered Institute of Arbitrators (CIArb)
  • International Chamber of Commerce (ICC)
  • London Court of International Arbitration (LCIA)