JAFZA Company Formation

JAFZA Offshore Company Setup

The several benefits of an offshore company in UAE attract many international companies to set up their bases here. Add to those the benefits of the JAFZA free zone. Besides free zone companies, JAFZA allows JAFZA offshore company formation and registration. JAFZA and the Dubai government introduced offshore companies in 2003, now regulated by the JAFZA Offshore Companies Regulations 2023.

Due to its dynamicity and rapid growth, JAFZA is an attractive destination for business setup. The Jebel Ali Port, advanced infrastructure, and the presence of several Fortune 500 companies make it a strategic location. It is the hotspot of manufacturing and trading entities in the UAE.

Why Set Up an Offshore Company in JAFZA?

Your personal assets and investments have no risk if the business goes bankrupt or fails.
You have complete ownership of your company in JAFZA; no need for a local sponsor.
You are exempt from various taxes, such as corporate, capital repatriation, and capital gains.
You are free to buy and own real estate in Dubai, provided the free zone authority and developers approve these properties.
You can enjoy the confidentiality of your personal details and financial records.
You have global connectivity and accessibility to the free zone features.
You have the benefit of complete repatriation of capital and profits.
You do not have to pay any import and export duties in JAFZA.
You do not need minimum capital to set up an offshore company in JAFZA.
You do not need to have office premises in JAFZA.
There are no limits on foreign currency accounts that you can hold in UAE to conduct international transactions.

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Features of Company Formation in JAFZA

Permitted and Prohibited Activities

If you engage in any of the following businesses, you can opt for JAFZA company formation and registration:

General trading (aircraft, train, chemicals, jewellery, metal and its products, ships and boats, bags and paper, food and beverages, equipment and machines, and electronic products)
Holding company
Property-owning
Investments or joint investments company
Copyright or patent company
Professional services, like legal, management, consulting, accounting, etc.
Shipping or ship management company

But you cannot operate in banking and insurance services. Any other activity prohibited by JAFZA is also on your banned activities list.

Legal Structure

You can open only a limited liability company; the company name must end with “Liability”. You must have at least two directors and one or more shareholders. An individual or a company can be the shareholder of an offshore company in JAFZA. Only an individual can be a director; no corporate directors are permitted. A company secretary is essential in a JAFZA offshore company. The director can act as a company secretary. You can conduct meetings of shareholders and directors in the
UAE.

Capital Structure

On allocation, the shares must be fully paid. Also, you are not allowed to hold different classes of shares. If the Registrar agrees, you can have different classes of shares, provided you mention these classes in the AoA. You cannot hold bearer shares. You can hold shares in a free zone company in UAE or an LLC. But you cannot have an office in JAFZA or conduct business with entities in the UAE.

Incorporation and Registration

You get a certificate of incorporation in JAFZA, which the directors and shareholder/s must sign in person. The incorporation certificate acts as proof of your existence, but you do not have the license to carry out specific business activities within the Emirates. You can carry out your business in the Middle East and on an international scale.

You are not eligible for a resident visa in the UAE. Moreover, you cannot sponsor employees’, shareholders’, or directors’ visas.

Financial management

You can open bank accounts in the banks of Dubai and other Emirates or internationally in any currency. For financial accountability and reporting, you must submit annual audited accounts. The accounts must also include all information on your financial transactions and financial statements. You need to maintain these accounting records for at least 10 years from the date of their preparation.

Office Premises

You cannot lease office space in the country as an offshore company. But you need to show a registered address to receive communication from authorities. That is why your registered agent’s contact details are provided. You can also own a property in a designated freehold area in UAE and use it as a registered office.

UBO Compliance Requirements

JAFZA offshore companies must maintain a partners or Shareholder Register (PSR) and a Real Beneficiary Register (RBR). Both these registers enable you to declare your ultimate beneficial owners. These are owners who hold a minimum of 25% of the share capital, voting rights, or control of the company through direct or indirect ownership. You must follow the UBO requirements even during liquidation. You must file this register with the authority, but it is unavailable for public records.

ESR Compliance Requirements

You must also comply with the UAE’s ESR regulations. You must assess whether you are subject to ESR. If you are, you must conduct an Economic Substance Test, and submit an EST notification and report.

Inspections

The Registrar-appointed inspectors conduct inspections of the offshore company in JAFZA. You must pay the relevant inspection fees.

Annual Renewals

You must renew your certificate of incorporation every year. The Registrar will strike off the company if you do not renew the certificate within six months of the renewal due date.

Documentation for JAFZA Company Formation

FAME’s business advisors help you prepare the documents for submission to relevant authorities. These documents for JAFZA offshore company formation and registration include the following:

Residence proof (utility bills)
Directors and shareholders’ passport copies with at least six months’ validity
Proposed name/s of the company
Memorandum and Article of Association
CV of the applicant
Bank reference letter in original
Board resolution of the company
A certificate of your authentic good standing

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How to Register an Offshore Company in JAFZA

Setting up a company in JAFZA is not a difficult task. But a minor mistake might lead to repetition of the process or cancellation. So, the best practice is to have FAME by your side.

We can help you at every step of company formation in JAFZA. Expect top-notch quality based on our wealth of experience in business setup in several free zones and Emirates of UAE. The process includes the following steps:

Name Selection

Select a suitable name for your company. It must resonate with the business activities you engage in, your purpose, and your business goals. Get it approved by the authorities. The best practice is to choose three possible names to avoid delays if one of the names has already been taken. Also, avoid selecting names with religious or political connotations.

Bank Account Opening

The second step is opening a bank account in the company’s name. This account can be in an international or local bank. You can open the account in multiple currencies to facilitate international transactions.

Application Form

Fill out the application form with exact details. It includes information on the business activities, address, name, and purpose of forming an offshore company. You must also mention the capital and shareholding of the company.

Documentation

Prepare the necessary documents to submit to the authorities. This includes the Article of Association, Memorandum of Association, and identity and address proof. The MoA and AoA must be in English and include necessary details about the company.

Certification of Incorporation

You need to visit the Registrar’s office to sign the application form in the Registrar’s presence. After all these formalities, you will receive the incorporation certificate and a registration number.

JAFZA Company Formation​