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Services

JAFZA OFFSHORE COMPANY

The Jebel Ali Free Zone Authority (JAFZA), established in 1985, is the largest and best known of the Free Zones operating in Dubai, United Arab Emirates (UAE). In 2003, JAFZA was approved authority by the Emirate of Dubai to establish its own rules and regulations allowing the establishment of offshore entities. The Jebel Ali Free Zone Offshore Companies Regulations 2003 is the legal framework which governs the incorporation and ongoing governance for JAFZA companies. A JAFZA offshore company can conduct any lawful business apart from banking, insurance or reinsurance. The company can carry on business within the UAE, if appropriately licensed to do so. Currently only JAFZA offshore companies are allowed to own immovable property in Dubai.
FEATURES

  • Name of the company must end with “Limited”.
  • A minimum of one Shareholder is required. A foreign corporate or individual Shareholder is permitted. Shareholder details are filed with the relevant Registry, but beneficial ownership is not disclosed in the public records.
  • Minimum issued capital is AED 1.
  • A minimum of two Directors and one Secretary is required. Only individuals may act as a Director and Secretary. N R Doshi and Partners can arrange for the services of individual Directors and Secretary.
  • No local residency requirement for shareholders, directors and officers.
  • Only one class of shares are allowed. Shares are issued in registered form. Bearer shares are not permitted.
  • Purchase and ownership by the company of its own shares are permitted.
  • The company must have a registered office and agent in the Jebel Ali Free Zone or in Dubai. N R Doshi and Partners can provide the services of both Registered Agent and Registered Office.
  • Statutory power to engage in any lawful activity except in banking, insurance or reinsurance or activities not permitted by the Regulations.
  • The only offshore company permitted to own an interest in immovable property in Dubai.
  • The company is required to hold a general meeting each year and not more than 18 months shall elapse between the date of one meeting and the date of the next. Board meetings can be held anywhere in the world.
  • Accounting records need to be maintained for a period of 10 years and signed by one of the Directors.
  • The company can hold bank accounts in the United Arab Emirates. N R Doshi and Partners can assist in opening bank accounts in Dubai.
  • Incorporation procedures can take ten to twelve working days. From the date of submission of the incorporation documents, it takes 6-7 working days for the JAFZA Criminal Investigation Department to complete its due diligence investigation of the proposed Shareholders and Directors. On the issuance of the report Shareholders/Directors need to visit the Registry for attestation of their signatures. If the Shareholders/ Directors are unable to come to Dubai.

A JAFZA offshore company must have a Registered Agent and Registered Office in the Jebel Ali Free Zone or in Dubai. This could be an office maintained by the company or by the Agent to which all communications and notices may be addressed. Immovable property owning offshore companies are required to appoint a Dubai resident as a contact person as required by the Land Department.

SHAREHOLDER & SECRETARY A JAFZA

Offshore company is permitted to have a foreign corporation or nominee company as its shareholder. The Company needs to have an individual as the Secretary.

NO OBJECTION CERTIFICATE

No Objection Certificate (NOC) from the Dubai Land Department is required to own property in Dubai via a corporate structure. Obtaining an NOC can be a complex process. N R Doshi and Partners is able to assist clients in obtaining an NOC for the transfer of immovable property into a JAFZA offshore company.

DIRECTORSHIP

N R Doshi and Partners can arrange two individual Directors for JAFZA offshore companies. Details of director fees can be provided on request.

WINDING UP

The Regulations contain procedures for winding up of a company. We can assist companies to comply with the statutory liquidation requirements.

Factor Description
Company Legislation Jebel Ali Free Zone Offshore Companies Regulations, 2003
Name End with “Limited”
Tax Rate Nil
Possibility of Migration No
Shareholders

  • Minimum
  • Residency Requirements
Shareholders

  • One
  • None
Share Capital

  • Minimum Authorized
  • Minimum Issued
  • Denomination
Share Capital

  • AED
  • 1 One
  • AED
Directors

  • Minimum Number
  • Corporate Directors
  • Residency Requirement
Directors

  • Two
  • Not permitted
  • None
Secretary

  • Minimum Number
  • Residency Requirements
Secretary

  • One
  • No
Bearer Shares Not permitted
Beneficial Ownership Disclosure No public disclosure of information. Shareholder and Director details are provided to the Registry
Availability of Shelf Companies No
Meetings Yes (can be held anywhere in the world)
Annual General Meetings Yes
Annual Accounts Yes (accounts must be approved by the directors and preserved for ten years
Are Accounts Filed No
Audit Requirements No (only if requested by the Registry)
Registered Office Required Yes
Share Transfer Duty Nil
Exchange Controls None
Other advantages
  • 100% foreign ownership
  • Zero taxes and duties
  • Only company permitted to own immovable property in Dubai
  • Can do business elsewhere in the UAE with appropriate license
  • Legalisation of company documents not required when used in the UAE
  • Shareholders need not visit Dubai to set up the Company
Limitations Cannot carry out:

  • banking business,
  • carry on business as an insurance or re-insurance company, insurance agent or insurance broker, or
  • carry on any other business which is prohibited by JAFZA
  • Bearer shares are not permitted
  • Only one class of shares are permitted

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