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Incorporation of an offshore company in the Emirate of Ajman (AFZA). Service offer

Ajman is a small-area emirate in the north of the UAE. The formation of offshore companies became possible in 2014 after special Ajman Free Zone Offshore Companies Regulation was adopted.
Offshore companies are completely exempted from taxes in the territory of the UAE, but they may not conduct business in the Emirates.

General information

Any individuals or legal entities (except for private funds and trusts) may be shareholders of a company irrespective of their citizenship/country of incorporation, and the company is not required to have local shareholders. Any individuals over 18 years old who have not been declared bankrupt or disqualified may become directors of a company. Appointment of corporate directors is not allowed.

The Regulations do not contain any requirements as to the minimum amount of share capital. Shares of a company may either have or not have declared par value (in any currency).

An offshore company, unlike a resident company, may not be used to obtain visas for its employees or directors.

An offshore company must have a local registered agent whose data is entered in the Memorandum of Association.

A company may have a nominee director, but nominee shareholders are not allowed. The register of shareholders and directors of an offshore company is not available to third persons.

An offshore company is not obliged to file accounts with any state authorities in the UAE, however in accordance with part 11 of the Regulations for 10 years a company must keep documents on its economic activity to the extent that enables directors to determine the financial position of the company.

Besides, directors of a company must prepare its financial statements and provide shareholders of the company with them annually.

Main features of incorporation procedures

The following information and documents have to be provided in order to incorporate a company:

  • Details of the structure and activity of the company (in a free form, based on a description of activity a business plan is drafted, which has to be approved by the Registrar at incorporation of the company);
  • Copy of passport of each director and shareholder of the company;
  • Document confirming the residential address of each director and shareholder of the company (it can be cell phone, gas, electric power, water receipt, etc., but it must contain the current address and full name).

The documents must not be older than 3 months.

Shareholders’ visit to the UAE is required to incorporate a company only if an account with a local bank is needed for the company.

After the full set of documents has been provided, the incorporation takes approximately 10 workdays.

IMPORTANT: The UAE is not a signatory to the Hague Apostille Convention; the costs of legalization of the founding documents are not included in the cost of incorporation and are determined separately depending on prices of the consulate of a country where the company’s documents will be used.

Fees[1]

Services
Fees (USD)
Offshore company registrationin AFZA, including[2]:
- company incorporation (name check; collection, preparation and submission of documents for incorporation; selection of a licence; delivery of original corporate documents);
- liaising with government authorities regarding all matters of the company;
- maintaining the company’s online service portal with the free zone and migration authorities;
- monitoring changes in legislation, informing about changes and the need to revise the activities / structure of the company;
- compliance check;
- postal services (collection / delivery of documents and other correspondence);
- company seal.
The listed price also includes the state fees charged by the state authority for company registration and the issuance of a license for one type of activity.
Other options are available upon request.
5 200
Annual renewal of the company, including:
- liaising with government authorities regarding all matters of the company;
- maintaining the company’s online service portal with the free zone and migration authorities;
- monitoring changes in legislation, informing about changes and the need to revise the activities / structure of the company;
- keeping track of the deadlines and making payments for the company renewal and the office lease agreement;
- postal services (collection / delivery of documents and other correspondence).
The listed price also includes the state fees charged by the state authority for annual renewal of the license.
Other options are available upon request.
4 200
Cost of services of a nominee director.
1 375 USD / year
Assistance with opening corporate and personal bank accounts, including[3]:
== services of:
- analysing the company’s structure, its activities / business model / turnover OR, in the case of a personal account, information on the individual’s sources of funds / residence / account balance;
- selecting banks individually for you – up to 3 options;
- preparing descriptions of banks indicating the criteria by which they were selected;
- preparing a description of further steps in the account opening procedure;
500 (Stage I)
== services of:
- collecting and analysing the corporate and other documents required to be submitted to the selected bank;
- putting together a detailed account opening application, including complete information on the company, its owners and counterparties;
- sending the application to one of the banks of your choice;
- preparing a detailed description of all further steps in the account opening procedure;
- preparing for an interview;
- accompanying you to a personal / online meeting with a banker if necessary;
- interacting with the bank at ALL stages;
2 000 (Stage II)
== payment of the remainder of the full fee – after receiving notification from the bank that the application is under final review by the bank’s com-pliance team;
750 (Stage III)
== an additional success fee is charged if the account is opened faster than the average standard procedure time, which is:
- for corporate accounts – 3 months,
- for personal accounts – 1 month.
+ 10% to the fee
for the service
Compliance fee
Payable in the cases of:
- renewal of a company,
- liquidation of a company,
- transfer out of a company,
- issue of a power of attorney to a new attorney,
- change of director / shareholder / beneficial owner, except the change to a nominee director / shareholder,
- signing of documents.
250 (standard rate – includes the check of 1 individual)
+ 150 for each additional individual (director, shareholder, or beneficial owner) or legal entity (director or shareholder) if such legal entity is administered by GSL
+ 200 for each additional legal entity (director or shareholder) if such legal entity is not administered by GSL
350 (rate for High Risk companies, includes the check of 1 individual)
100 (signing of documents )
Keeping company’s accounting records.
Maintaining a systematic archive of company documents and providing them to the client upon request.
200 / hour
Preparing financial statements, conducting audit and submitting financial statements to the Free Zone authorities.
400 / hour[4]

[1] VAT of 5% is applied.

[2] The cost of package may vary depending on the number of shareholders, type of licence, and size of office.

[3] For more details on how fees for account opening assistance are charged, please contact your GSL consultant.

[4] The fees for preparing financial statements and conducting an audit are charged based on the time spent at hourly rates ranging from USD 100 to 400, depending on the type of work and qualification of a specialist involved, but not less than USD 2 200 – fees for audited financial statements with a minimum number of transactions.

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5200 USD
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