JEBEL ALI FREE ZONE (JAFZA) OFFSHORE COMPANY FORMATION
One of the latest initiatives by the Dubai government has been the setting up of offshore companies, which will be covered under Jebel Ali Free Zone offshore Companies Regulations 2003 with effect from January 15, 2003. The regulations are made by the Chairman of the Dubai Port, Customs and Free Zone Corporation in accordance with the authority given to him by Dubai laws Numbers 1 and 4 of 2001.
Salient Features of forming an offshore company in JAFZA, Dubai
- 100% foreign ownership
- Company can own real estate properties on Palm islands or any properties owned by Emmar Nakheel Company LLC, Dubai Holdings or any other real estate properties approved by the Jebel Ali Free Zone Authority (JAFZA)
- Company can hold an account in a bank in the UAE for the purpose of conducting routine operational transactions.
- The Company will not be allowed to carry on business with people who are resident in the UAE or carry out any trade in the free zone or in the UAE, unless they have first obtained the appropriate license from the relevant competent authority.
- 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 Company.
Characteristics of an offshore company registered in the JAFZA, Dubai are as follows:
|SHAREHOLDERS||A minimum of one shareholder is required. Corporate shareholders are permitted. Shareholders will decide capital structure of the Company. No fiscal minimum capital requirements have been stipulated. Bearer shares are not permitted. Different classes of shares are not permitted and shares have to be fully paid when allotted. A shareholders meeting should be conducted periodically (at least once in a year). Every company shall maintain minutes of all proceedings at general meetings. The Register of Members shall be open for inspection by any member of the offshore company and any other person. If inspection is refused, the company commits an offence.|
|DIRECTORS||A minimum of two directors are required and corporate directors are not permitted. Details of Directors are not available for public inspection.|
|SECRETARY||Every Company shall have a secretary.|
|ANNUAL ACCOUNTS AND AUDIT||Every Company shall keep accounting records. Accounts shall be preserved for 10 years from the date on which they are prepared. An offshore company’s accounts shall be approved by the directors and signed by one of them.An offshore company will appoint an Auditor (from the approved list) for annual audit, who shall examine and report in accordance with these regulations upon the accounts prepared.|
|TIMESCALE||Registration of the company in free zone will take approximately 3 working days. However, for certain nationalities like Iran, Russia, Afghan, Iraq, Kazakhstan etc. a minimum of 7 working days required.|
|RESTRICTIONS ON NAME AND ACTIVITY||Names must end with limited. Certain business sectors such as banking, insurance, re-insurance, insurance agency or insurance brokerages etc. are closed for offshore companies.|
|LOCAL REQUIREMENTS||As a matter of local company law the company must maintain a registered office in the Free Zone and appoint an approved registered agent. A registered agent’s office in Dubai or in the free zone can also be used as the registered office.|
Offshore Company in Jebel Ali Free Zone – Procedure & Licensing Requirements
1. Documents/ Information required for company incorporation (Individual Applicant):
- Document showing the appointment of agent. (Will be provided by us)
- Application form. (Will be provided by us)
- Applicant personal profile (Short/brief resume/CV)
- Certified Passport copy with UAE entry stamped page.
- Original Bank reference letter (Certified by the Banker)
- Proof of residence by the shareholder (Not later than 3 months-These can be in the form of different utility bills (gas/electricity/water/mobile phone bills), different bank statements or a combination of the two.
- Power of Attorney (Notarized and Attested) if POA holder represents the applicant.
- Few trade names.
- Details of Directors/Shareholders with individual addresses and percentage of shareholding of each shareholder
2. Documents/ Information required for company incorporation (Corporate Applicant):
- Business Plan
- Application form for offshore company formation (we will provide to you)*
- Document Showing appointment of Registered Agent.
- Original Bank reference letter of the company.
- Copy of Certificate of Incorporation of parent company, notarized and attested by UAE Embassy in the country of Origin.
- Copy of Memorandum & Article of Association of parent company, notarized and attested by UAE Embassy in the country of Origin.
- Power of Attorney in favor of Manager notarized and attested by UAE Embassy in the country of Origin.
- Board resolution to form a subsidiary in Dubai, UAE, notarized & attested by UAE Embassy in the country of Origin.
- Certificate of good standing of the company notarized & attested by UAE Embassy in the country of Origin.
- Passport copies, original bank reference letter, Residence proof, CV/profile/resume of the shareholders/directors of the parent Company.
- Original Bank reference letter of the Authorized representative of the parent company.
- Proof of residence of the Authorized representative of the parent company (Not later than 3 months-These can be in the form of different utility bills (gas/electricity/water /mobile phone bills).
NOTE: Personal presence of all the shareholders/POA holders/Legal Representative is required before JAFZA Authorities at time of incorporation.
If you need additional assistance or have any questions, please contact the following:
Tel: +971 4 343 8022