Introduction
The Jebel Ali Free Zone Authority (JAFZA) Offshore Company Regulations 2003 gave formal shape to Dubai’s first offshore regime. A JAFZA offshore company is a non-resident, limited-liability entity incorporated in the Jebel Ali Free Zone but conducting all of its business outside the UAE mainland. It is particularly popular for asset-holding, international trading, and estate-planning structures because it combines a respected jurisdiction with zero-tax status and light operational burdens.
Benefits
| Advantage | What It Means for You |
|---|---|
| No office required | Registration can be completed through an approved Registered Agent without leasing premises. |
| 0 % corporate, income & capital-gains tax | All foreign-sourced income is tax-free. |
| 100 % foreign ownership | No local sponsor or Emirati partner needed. |
| High asset protection & confidentiality | Shareholder names remain off public record; strong UAE legal framework protects corporate veil. |
| No minimum share capital | Flexibility to structure capital as low as USD 1 if desired. |
| Unrestricted capital repatriation | Transfer dividends or sale proceeds abroad without exchange controls. |
| Low running costs | Annual government renewal fee and agent fee only; no audit unless the bank requests it. |
| Eligibility to own approved Dubai freehold real estate | Properties from master developers such as Emaar, Nakheel or Dubai Properties may be titled to the offshore company. |
| Banking access in Dubai & abroad | Open multicurrency corporate accounts once KYC is cleared. |
Types of Business Activities Permitted
| Category | Typical Uses |
|---|---|
| General Trading | Buying/selling goods outside UAE; holding inventory offshore. |
| Investment / Joint-Investment Vehicle | Holding shares in overseas subsidiaries or joint ventures. |
| Shipping & Ship-Management | Owning vessels, chartering, crew management. |
| Holding Company | Consolidating global real-estate, intellectual-property or portfolio investments. |
| IP & Copyright / Patent Company | Owning and licensing patents, trademarks, software. |
| Property-Holding SPV | Acquiring approved freehold units or land in Dubai. |
Not allowed: banking, insurance, re-insurance, or business with UAE mainland residents (except owning approved freehold property).
Types of Licenses
JAFZA Offshore does not issue conventional commercial licences like mainland or free-zone entities. Instead, you receive:
- Certificate of Incorporation – proves legal existence.
- Memorandum & Articles of Association – state permitted activities (drafted to cover the categories above).
The certificate serves the same function a “licence” would in other jurisdictions.
Documents Required to Set Up
1. Individual Shareholder(s)
- Passport copy (valid ≥ 6 months)
- UAE entry stamp or residence-visa page (if applicable)
- Proof of address (utility bill ≤ 3 months or tenancy contract)
- Bank reference letter
- Curriculum vitae / professional profile
2. Corporate Shareholder(s)
- Certificate of Incorporation
- Memorandum & Articles of Association
- Board resolution & Power of Attorney authorising set-up and signatory
- Certificate of Good Standing
- (Optional) Shareholder register
All corporate documents must be notarised in the home country, attested by the UAE embassy there, and finally stamped by UAE Ministry of Foreign Affairs.
Step-by-Step Incorporation Process
| Step | What Happens | Typical Time |
|---|---|---|
| 1 – Choose Registered Agent | Select an approved JAFZA agent (e.g., Smart Business Creation) to act as intermediary. | Day 0 |
| 2 – Name Reservation & Initial KYC | Submit three company-name choices, shareholder IDs, CVs. | 1 – 2 working days |
| 3 – Prepare MoA & Share Structure | Decide share capital, number of shares, director/secretary appointments. | Parallel |
| 4 – Sign Incorporation Pack | Shareholders sign all originals (can be done remotely via courier or at agent’s office). | 1 day |
| 5 – Submission to JAFZA Registrar | Agent files documents and pays government fee. | 2 – 3 working days |
| 6 – Certificate of Incorporation Issued | Company becomes legally active; receive corporate kit and share certificates. | 1 day |
| 7 – Open Bank Account | Provide company documents, business plan and KYC to chosen bank. | 1 – 4 weeks (bank dependent) |
