Jebel Ali offshore company formation
JAFZA's Offshore Companies Regulations 2023 repeal and replace the 2018 regulations. This page sets out the current rules, regulation by regulation, with JAFZA's own fees and timeline.
The short answer
A Jebel Ali offshore company is a limited liability company registered by the Jebel Ali Free Zone Authority (JAFZA) in Dubai, under the JAFZA Offshore Companies Regulations 2023. It needs at least one shareholder, one director and a secretary, and is formed through a registered agent approved by JAFZA. It suits founders who want a holding company for shares, real estate or intellectual property and accept an audit every year.
What is a JAFZA offshore company?
A JAFZA offshore company is a company with limited liability registered by the Jebel Ali Free Zone Authority under the Jebel Ali Free Zone Offshore Companies Regulations 2023. Those regulations repeal and replace the 2018 regulations.
The company receives a certificate of incorporation, not a license. Its name must end with the word "Limited".
The UAE Commercial Companies Law does not apply to a JAFZA offshore company, except on matters the regulations do not cover.
How many directors and shareholders does a JAFZA offshore company need?
A JAFZA offshore company needs at least one shareholder, at least one director and a secretary. JAFZA's own guidance says one person may hold more than one of these roles.
It must also have a registered agent at all times. Only a person approved by the authority may act as registered agent, and the Registrar keeps a register of approved agents. The agent is optional only for an offshore company that maintains an office in the zone.
The registered office must be one of three places: an office the company maintains in the zone, a property the company owns in a designated freehold area, or the office of its registered agent in Dubai.
| Requirement | Rule | Where it is set |
|---|---|---|
| Shareholders | At least one, with no maximum. Individuals, companies or both | Regulation 5.1 and JAFZA's setup guide |
| Directors | At least one. A director is a natural person and cannot be under 18, disqualified or an undischarged bankrupt | Definitions, Regulations 33.1 and 33.2 |
| Nominee director | A body corporate director, other than the registered agent, approved by the authority | Definitions |
| Secretary | Every offshore company must appoint one | Regulation 44 |
| Share capital | No minimum figure is stated. The application states the share capital, the number of shares and the par value | Regulation 5.3(d) |
| Shares | Fully paid when allotted. Different share classes need the Registrar's consent | Regulations 18.3 and 19.2 |
| Bearer shares | Not lawful | Regulation 22 |
| Share transfers | In writing, submitted to the Registrar for approval, effective when entered in the register | Regulation 24 |
| Registered agent | Required at all times, unless the company maintains an office in the zone | Regulation 32.1 |
| Registered office | An office in the zone, a property the company owns in a designated freehold area, or the registered agent's office in Dubai | Regulation 31.1 |
What can a JAFZA offshore company do, and what can it not do?
A JAFZA offshore company may conduct lawful business activities as permitted by the Registrar from time to time, under Regulation 14.1. Regulation 14.2 lists what it is permitted to do in the UAE, and Regulation 14.3 sets the limit.
Engaging in business otherwise than in compliance with Regulation 14 carries a fine of AED 50,000 under Schedule 3.
- May engage UAE lawyers, accountants and management companies.
- May keep its books and records in the UAE.
- May hold meetings of its directors or members in the UAE.
- May lease property for use as a registered office in an approved designated freehold area.
- May own property in a designated freehold area.
- May own a stake in another operating company in the UAE.
- May hold a bank account in the UAE.
- May not carry out business activities in the zone or in any other jurisdiction without the appropriate license or permit from the competent authority.
- May not issue bearer shares.
- May not lend to a director without the consent of members holding at least 90% in nominal value of the voting shares.
Good to knowA copy of the 2018 regulations listed fixed prohibitions. The 2023 regulations no longer list them in Regulation 14. We found no published list of permitted offshore activities on JAFZA's website, so we confirm your intended activity with JAFZA before you apply.
Does a JAFZA offshore company need an audit every year?
Yes. The articles of a JAFZA offshore company must provide for an audit of the accounts at least once a year, by an auditor appointed by the general meeting. The auditor must be authorised by the authority.
Within 6 months of the end of the financial period, the accounts must be prepared, examined and reported on by the auditors and laid before a general meeting.
The articles must also provide for a general meeting at least once a year. The first general meeting may be held within 18 months of incorporation, and no more than 18 months may pass between general meetings.
The company must keep accounting records that are sufficient to show and explain its transactions, and must retain them for 10 years from the date they are made. The Registrar may ask the company or its registered agent to submit them.
Good to knowThe regulations require the audit. JAFZA's renewal guide lists only an online request by the registered agent as the document needed for renewal, so we confirm with JAFZA whether audited accounts must be filed.
Can a JAFZA offshore company get residence visas or become a free zone company?
An offshore company does not normally lead to a residence visa, but the regulations give one exception and one way to change the company's status.
The exception is in Regulation 31.2. An offshore company that owns property in a designated freehold area may apply to the authority for a residency visa for its members, subject to the authority's eligibility requirements. JAFZA does not publish those requirements.
The change of status is in Regulation 118. A JAFZA offshore company can apply to convert into a free zone company. On conversion it receives a license, may be offered leased premises and must meet the capital rules of the JAFZA Companies Regulations. JAFZA's fee for conversion to an FZE, FZCO or PLC is AED 3,000.
How much does JAFZA charge, and how long does it take?
JAFZA charges AED 10,000 to incorporate an offshore company and AED 2,500 a year to renew it. Its stated processing time for a new offshore company is 5 to 7 working days.
Renewal is processed in 1 working day on an online request by the registered agent. Late renewal costs AED 120 for each 30 days, and the Registrar may strike a company off the register for non payment of fees.
The Registrar may amend the fees by order. The Registrar may also refuse a registration without giving reasons, and that decision is not subject to appeal or court review.
| Item | JAFZA fee |
|---|---|
| Incorporation | AED 10,000 |
| Specimen signature | AED 50 per signature |
| Annual renewal | AED 2,500 |
| Late renewal | AED 120 per 30 days |
| Certificate of good standing | AED 200 |
| Amendment of memorandum or articles | AED 500 |
| Certificate of incumbency | AED 500 in Schedule 2 of the regulations. JAFZA's letters guide shows AED 400 |
| Conversion to FZE, FZCO or PLC | AED 3,000 |
| Re-domiciliation of a foreign offshore company into JAFZA | AED 1,000 |
Good to knowThese are JAFZA's fees only. The registered agent's fee, the auditor's fee and any attestation costs are separate. Ask for the full cost in writing before you commit.
Does a JAFZA offshore company pay UAE corporate tax?
The UAE Corporate Tax Law applies to a JAFZA offshore company. A company incorporated under UAE legislation is a Resident Person under Article 11 of Federal Decree-Law No. 47 of 2022, and it must register with the Federal Tax Authority.
Corporate tax is 0% on taxable income up to AED 375,000 and 9% above that. No Ministry of Finance or Federal Tax Authority document treats offshore companies as exempt, and none names offshore companies specifically, so take advice on your own case.
JAFZA lists Cabinet Decision No. 109 of 2023 on beneficial owners among the rules that apply in its zone, and publishes its own beneficial owner form. Economic substance reporting was cancelled for financial years ending after 31 December 2022 by Cabinet Decision No. 98 of 2024.
Good to knowA JAFZA offshore company does not by itself end your tax obligations at home. US citizens and resident aliens are taxed on worldwide income, UK residence is decided by the Statutory Residence Test, and in the EU national law and tax treaties decide. Take advice from a qualified adviser in your home country before you set one up.
The steps, in order
- 01
Appoint a registered agent
JAFZA processes offshore registrations through its registered agents only. The application includes a letter appointing the agent.
- 02
Prepare the documents
The application form, the memorandum and articles of association and the identity documents of the board members and shareholders. The name must end with the word "Limited".
- 03
File the application
The application is filed through the Dubai Trade portal. The Registrar may call for extra documents.
- 04
JAFZA reviews and registers
JAFZA's stated processing time is 5 to 7 working days. The Registrar decides whether to register the company.
Documents you need
- Offshore application form
- Memorandum and articles of association
- Letter of appointment of the registered agent
- Passport copies of the board members
- For an individual founder: curriculum vitae, specimen signature and passport copy
- For a corporate shareholder: certificate of registration, certificate of good standing, memorandum and articles, board resolution and power of attorney, notarised and attested by the UAE Embassy
- For a corporate shareholder: an incumbency certificate identifying the final beneficial shareholder
Jebel Ali offshore: common questions.
Answered from the official sources listed below. If yours is not here, ask us directly.
How much does JAFZA itself charge to register and renew an offshore company?
JAFZA charges AED 10,000 to incorporate an offshore company, AED 50 for each specimen signature and AED 2,500 a year to renew. These are the authority's own fees, set out in Schedule 2 of the JAFZA Offshore Companies Regulations 2023 and in JAFZA's guides. The registered agent's fee is separate.
How long does JAFZA take to register an offshore company?
JAFZA states a processing time of 5 to 7 working days for a new offshore company. The application is filed through the Dubai Trade portal by a registered agent, and the Registrar may call for extra documents.
Do I need a registered agent, and can I check that my agent is on JAFZA's list?
Yes to both. Under Regulation 32.1 of the JAFZA Offshore Companies Regulations 2023, an offshore company must have a registered agent at all times, unless it maintains an office in the zone. Only a person approved by JAFZA may act as agent. JAFZA publishes a downloadable list of offshore registered agents, which shows whether each one is active or expired.
Can one person be the shareholder, director and secretary of a JAFZA offshore company?
JAFZA's own guidance says a minimum of one shareholder, one director and one secretary are required, and that one person may hold more than one role. The JAFZA Offshore Companies Regulations 2023 require at least one director under Regulation 33.1 and a secretary under Regulation 44.
Can a company be a director of a JAFZA offshore company?
The JAFZA Offshore Companies Regulations 2023 define a director as a natural person. They also define a nominee director as a body corporate director, other than the registered agent, approved by the authority. A company can be a shareholder: JAFZA states that shareholders can be individuals, companies or both.
Is there a minimum share capital for a JAFZA offshore company?
The JAFZA Offshore Companies Regulations 2023 state no minimum share capital figure. The application must state the share capital, the number of shares and the par value, and all shares must be fully paid when they are allotted.
How long must a JAFZA offshore company keep its books and records?
Accounting records must be retained for 10 years from the date they are made, under Regulation 59.3 of the JAFZA Offshore Companies Regulations 2023. The UAE Corporate Tax Law separately requires a taxable person to keep records for 7 years after the end of the tax period.
What happens if I miss the annual renewal of a JAFZA offshore company?
JAFZA charges a late fee of AED 120 for each 30 days on top of the AED 2,500 annual renewal fee. Under Regulation 124 of the JAFZA Offshore Companies Regulations 2023, the Registrar may strike a company off the register for non payment of fees.
Where these facts come from
Every fact on this page was checked against the official source on 29 September 2026. Rules and fees change, so we confirm the current position before any application.
- JAFZA, Offshore Companies Regulations 2023 (opens in a new tab)
- JAFZA, new offshore company (opens in a new tab)
- JAFZA, renewal of offshore company (opens in a new tab)
- JAFZA, how to set up an offshore company (opens in a new tab)
- JAFZA, offshore registered agent contact details (opens in a new tab)
- JAFZA, rules and regulations (opens in a new tab)
- Ministry of Finance, Federal Decree-Law No. 47 of 2022 on corporate tax (opens in a new tab)
- UAE Government portal, corporate tax (opens in a new tab)
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