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Incorporation of an offshore company in the Emirate of Dubai (JAFZA) UAE

The Emirate of Dubai is the UAE’s second largest emirate and has a high reputation both within the UAE and in the world at large. The formation of offshore companies became possible in 2003 after special Regulations were adopted.

Offshore companies registered in Dubai (JAFZA) are completely exempt from taxation in the UAE and can conduct any business that is not subject to special regulation. But the activities of the company must be conducted exclusively outside the UAE.

Contents

  1. Main features of incorporation procedures
  2. Fees[1]

The director can be an individual of any nationality; corporate directors can only be appointed out of those approved by the Registrar.

The shareholders can be individuals or legal entities (except foundations and trusts) irrespective of their country of nationality/incorporation, and the company is not required to have local shareholders.

The company must also appoint a secretary (may be the same person as director); the secretary can be an individual of any nationality; corporate secretaries can only be appointed out of those approved by the Registrar.

There is no minimum share capital requirement, but there is a requirement to pay the share capital upon issue of shares. A company can have par value or no par value shares, and can issue different classes of shares.

Employees of such companies cannot obtain residence visas. However, a Dubai offshore company can own real estate in this Emirate.

An offshore company must have a local registered agent whose details are entered in the Memorandum of Association. The registered office of such agent will also be the registered office of the company.

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 parties.

Every Dubai-registered offshore company must keep accounting records sufficient to confirm its financial position and reflecting up-to-date information about its assets and liabilities. It is also necessary to prepare annual financial statements of the company and have them audited.

Before incorporating a company, we recommend that you consult a specialist of the non-resident audit department and a tax adviser to discuss subsequent administration of the company and preparation of financial statements and audit.

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 free form, based on the 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 a mobile phone, gas, electricity or water bill, etc., but must contain the individual’s current address and full name);
  • Original bank reference letter for each shareholder (preferably in English). It can be a reference from any bank where the individual has held an account for more than 1 year, stating the account opening date. The reference should say that the bank has had no disagreements with the client during their cooperation and that the bank can recommend such person as reliable partner;
  • Short CV for each shareholder (it should state the individual’s recent employments, including positions held, and higher education);
  • After assessment of the standard package of documents, the Registrar may request additional documents/information (reference letters for the beneficial owner, source of funds, etc.).

The documents must not be older than 3 months.

The documents must be translated into English; for now, such translation need not be certified by notary or professional translator.

The company’s incorporation takes approximately 2 weeks after the client has provided all the necessary documents and information.

A shareholder’s visit to the UAE is required only if a company wants to open a local bank account.
IMPORTANT: The UAE is not party to the Hague Convention on Apostille. Constitutive documents legalization costs are not included in the cost of incorporation and are determined separately, depending on the prices of the consulate of the country where the company documents will be used.

Fees[1]

Services
Fees (USD)
Offshore company registration in JAFZA, 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.
9 500
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.
5 800
Cost of services of a nominee director.
640 USD / year
Assistance with opening corporate and personal bank accounts:
Stage I:
- upon your completing a special questionnaire, we get to know you and your business closer and offer several banks to choose from;
- we help you to collect the necessary package of documents required for account opening;
- we arrange an interview for the signatory to the account at the bank of your choice (or several banks, because it is better to apply to more than one bank, to increase the chances of opening at least one account).
500
Stage II:
- we accompany you to a personal meeting with a banker;
- we prepare you for the interview, going again through the list of necessary documents and accentuating necessary points;
- we also instruct you in detail about what questions the bankers usually ask and what they expect to hear from you;
- we take care of further interaction with the bank on completion of the account opening process after the interview with bank officer.
2 000
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[3]
Preparing financial statements, conducting audit and submitting financial statements to the Free Zone authorities.
400 / hour
VAT registration.
1 200
Preparing and submitting VAT returns.
200 / hour
Tax advice on VAT and other matters.
from 300 / hour

[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 (office size dictates how many residence visas a company can have).

[3] 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 1 900 – fees for audited financial statements with a minimum number of transactions.

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9500 USD
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