Dubai Offshore (Jebel Ali Free Zone Offshore) Companies regulation permits formation of offshore companies within the Free Zone and confirms the Free Zone’s commitment to continuous growth in a rapid, dynamic and changing economic environment keeping pace with world-wide developments.

The Offshore companies can be suitably utilized as an investment company; holding company; real estate holding company; for further investments in local or Free Zone companies; and for International Trading. Firms of accountants and lawyers as approved by the Authority are permitted to provide services to clients for registering offshore companies, registered office and for acting as agents for the companies.

Features of the Dubai Offshore Companies are:

• Limited Liability Company • No minimum capital requirement • Requirement to have an approved registered agent either within the Free Zone or in the Emirate of Dubai • Requirement to appoint shareholder, Directors, Manager and Secretary • Bearer shares not permitted • No personal or corporate income tax • Issue of shares of only one class permitted. • Requirement to have accounts audited on annual basis.

Dubai Offshore companies are allowed to:

• Have contacts with legal consultants, lawyers, accountants and auditors • Have bank account in theUAE • Become shareholders in a new or existing Free Zone Entities or an LLC • Hold shareholders and directors meeting within the UAE • Carry out International Trading

Dubai Offshore companies are not allowed to:

• Carry on business with persons resident in the UAE • Own an interest in real estate property situated in the UAE, other than a lease property referred to in the regulations or approved by    the authorities • Carry on a banking business • Carry on business as an insurance or re-insurance company, insurance agents or insurance brokers • Carry on any other business which may, by regulations be prohibited by the authorities

Name of the company

Dubai offshore companies must use the suffix Limited or Ltd. to denote limited liability. The following words and their associated activities are prohibited: Banking, Insurance and Re-insurance.

Shareholders

Dubai offshore company can have minimum one and a maximum of 50 persons whose liability is limited to their shares in the company’s capital. 100% foreign ownership of the company is allowed. There is no public register of shareholders and directors. Shareholders need to visit Jafza and sign the incorporation documents in the presence of the authorized official of Jafza. Alternatively a power of attorney, notarized and legalized by UAE Embassy, can be issued to a nominated person who can then sign before  Jafza authorized official.

The minimum share capital

Dubai offshore company can select its own minimum capital. Usually we recommend share capital to be US Dollars 1,000. All shares must be fully paid when allotted. A company may not create different classes of shares. Bearer shares cannot be issued.

Directors of the company and secretary

A minimum of two directors and one secretary are required and they cannot be bodies corporate. One of the directors can also be a secretary. A register of directors must be held at the Registered Office,  but it is not a matter of public record.

Registered office and local agent

Dubai offshore company must maintain a local Registered Agent approved by the local authorities and a local Registered Office, which is usually provided by the Registered Agent.

Taxation

Dubai offshore companies pay no taxes on profit, capital gains or anything else in Dubai.

Audit and financial returns

No annual reports or accounts need to be filed. Accounts must be audited and accounts must be distributed to shareholders (but NOT filed with the authorities). Dubai offshore company may retain their accounting records wherever in the world the directors deem appropriate.

Meetings

Dubai offshore company meetings need not be held in Dubai.

Time needed for formation

Usually it is 5-7 working days.