JAFZA Offshore Company Formation

Jebel Ali Free Zone is a veritable catalyst for big time investments and big businesses. It is one of the largest and fastest expanding free zone of UAE. Home to over 7000 companies, including over 120 of Fortune Global 500 enterprises, Jebel Ali Free Zone is an ideal location for setting up an offshore company i.e. located between Dubai and Abu Dhabi, has the largest man-made sea port in the world, provides brilliant environment for logistical activities, and has excellent infrastructure and enviable client list.

Since 2003, JAFZA has formally allowed offshore setups to open up in its Free Zone, under the Jebel Ali Free Zone Offshore Companies Regulations.

Both individuals and companies can establish offshore companies in JAFZA.

Advantages of an Offshore Company in JAFZA

  1. No corporate or income tax payment
  2. 100% foreign ownership is allowed
  3. No restriction on capital and profit repatriation
  4. No need to have an office space for setting up an offshore company
  5. No requirement for minimum capital
  6. Secure environment for investment and asset
  7. Can hold properties in designated areas
  8. Allowed to hold shares in UAE free zone companies and LLCs
  9. Having a legal status for carrying on bona fide business thus making it easier to conduct business within the Middle East, outside UAE
  10. JAFZA offshore has a reputation as a serious global hub for trading and manufacturing, which is advantageous for the company
  11. Only offshore companies registered in JAFZA can own property, either in their individual names or through UAE companies
  12. Can hold multiple currency bank accounts in UAE
  13. Easy and simple company registration
  14. Assistance with banking, insurance, visas, accounting, legal matters, and feasibility studies and so on.

Classification of JAFZA Offshore Businesses

  • Investment Company
  • Joint Investment Company
  • Trading Company
  • JAFZA Offshore Entity for holding property and assets
  • A Holding Company
  • Shipping Management Company
  • Company for Copyright/Patent Company

Bank account for JAFZA Offshore Entity

Opening a bank account for a JAFZA offshore entity is easy in Dubai. The terms and conditions for opening of bank account may vary from bank to bank. Sometimes, the procedure could be complicated that is why KWSME is here to help its esteemed clients with opening a bank account.

Main Features of a JAFZA Offshore setup

  • Company status: Limited Liability
  • Shareholders: Minimum 1; no maximum
  • Directors: Minimum 2
  • Suffix to the name: Limited
  • Capital Structure: Decided by shareholders
  • Shares:
    • Must be fully paid up when allotted
    • No bearer shares allowed
    • All shares must be of same class
  • Administration: Must have Registered Agent approved by JAFZA.
  • Office Space: The registered office space of the JAFZ offshore company is that of its registered agent. Registered office may be in JAFZA or in Dubai.
  • Secretory: Must have a secretory
  • Licensing: A JAFZ offshore company is not issued with a license, only a certificate of incorporation. Therefore, it cannot conduct business with persons in the UAE.

Process of JAFZA Offshore Setup

  • One or more individuals or companies are allowed to set up an offshore entity.
  • First, contact a reliable JAFZA authorized agent for the business registration in Dubai process.
  • An application for certificate of incorporation will be signed and submitted to the Registrar of JAFZA for the formation of an incorporated offshore company with limited liability.
  • The rules of JAFZA will govern the conduct of the offshore entity.
  • JAFZA Offshore Executive will personally witness the signing of the Application for the incorporation of the JAFZA Offshore entity by shareholders. That application must also fulfill these requirements.
    1. The name of the offshore entity is mentioned which must end with the word “limited”.
    2. Address of the offshore entity’s registered office
    3. Nature of the business
    4. The amount of share capital, which the offshore company proposes to be registered, and its division into shares of a fixed amount
    5. The names and addresses of each of incorporators
    6. Articles of Association
    7. If the officer is asking for other documentary details, then those must be provided too.
  • If the Registrar is satisfied with application and associated documents, he will grants his consent to  the  registration  of  an  offshore company by registering the offshore company’s articles delivered  to  him
  • The Registrar will issue a certificate that the offshore company is incorporated; and allocate a number to the offshore company which shall be the offshore company’s registered number.

Certificate of Incorporation for JAFZA Offshore Entity

  • A certificate of incorporation is conclusive evidence of the incorporation of the offshore company
  • It contains the date of incorporation, reference number for identification and confirms that requirements of JAFZA Offshore Company Regulations have been complied with respect to the registration of the offshore company.

Articles of association of JAFZA Offshore company Formation

The Articles of Association (AOA) specify the regulations for the offshore company in UAE. The articles will make provision for:

  • The rule for transferring of shares
  • A general meeting of the offshore company at least once every year
  • Maintenance of accounts and  presentation of financial performance before annual general meetings
  • An audit  of  the  accounts of the offshore company at least once in every year, audit date and appointment of an auditor is also mentioned
  • Minimum number of members required to form a quorum at any general meeting of the offshore company.

What You Cannot Do As an Offshore Company in JAFZ

  • No JAFZA offshore company
    • Can carry on business with persons resident in the United Arab Emirates
    • Own an interest in real property situate in the United Arab Emirates other than approved by Authority
    • Carry on banking business
    • Carry on business as an insurance or re-insurance company, insurance agent or insurance broker
    • Carry on any other business which may be prohibited by the Authority.
  • If an offshore company wishes to conduct trade or other business in Jebel Ali Free Zone or elsewhere in the United Arab Emirates, it must procure the appropriate license to conduct the trade or other business activity from JAFZA.

Registered Agent for JAFZA Offshore Company Formation

  • Without JAFZA’s due approval, no person can act as a registered agent.
  • The presence of this agent in the JAFZ or Dubai is mandatory, at all times.
  • The Registrar maintains the register for approved agents.
  • If there is change which must be made in the offshore entity, the Registrar must be informed.

Documentary requirements for the registration of JAFZA Offshore Entity

Individual Applicant

  • Copies of passports of the shareholder or shareholders
  • CV of the shareholder or shareholders
  • Proof of Residence in the form of utility bills or credit card bills
  • A copy of visa
  • Bank Reference Letter

Corporate Shareholders

  • Memorandum of Association (MOA) and Articles of Association (AOA) of the original company
  • Certificate of Incorporation
  • Power Of Attorney
  • Board Resolution
  • Certificate of Credit Worthiness

All the documents must be attested and notarized by the UAE Embassy.

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