Key Facts about setting a company in Dubai Free Zone
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Table of Contents
A JAFZA Offshore Company Setup is the process of creating an offshore business entity within Dubai’s Jebel Ali Free Zone. This location offers international investors an efficient way to establish companies for global operations, asset management, and international trade while providing tax benefits and operational privacy.
These offshore entities serve various purposes including holding international assets, managing intellectual property, and facilitating cross-border transactions. The establishment process is simple, requiring basic documentation such as passport copies and address verification.
With complete foreign ownership allowed and no local partner requirements, JAFZA offshore companies give investors full control while benefiting from the UAE’s stable regulatory environment and strategic global location.
Why Choose JAFZA for Offshore Company Setup?
✅ Strategic location and global connectivity
✅ Tax advantages and exemptions
✅ 100% foreign ownership
✅ No import/export duties
✅ Simple compliance requirements
✅ Access to international banking services
Steps for Setting Up a JAFZA Offshore Company
The steps for setting up a JAFZA Offshore Company are as follows:
Step 1: Appoint a Registered Agent
Offshore company registration in JAFZA can only be processed through an approved registered agent. The agent serves as the intermediary between you and JAFZA authorities, handling all documentation, submissions, and communication throughout the process.
This is a mandatory requirement as individual investors cannot directly approach JAFZA for offshore company formation.
Step 2: Choose Company Name and Define Business Activities
Select a unique company name that complies with JAFZA regulations and naming conventions. The name must not conflict with existing entities or violate trademark laws.
Clearly define and specify the business activities your offshore company will undertake, ensuring they align with permitted offshore operations and international business purposes.
Step 3: Prepare and Notarize Documents
The registered agent will assist in preparing all required legal documents, including:
- Complete application form
- Memorandum and Articles of Association (MOA & AOA)
- Letter of appointment for the registered agent
- Passport copies of directors, shareholders, and secretary
- Proof of address for all parties
- For corporate shareholders: company certificates, board resolution, and power of attorney, all notarized and attested by the UAE Embassy.
Step 4: Submit Application and Pay Fees
Submit the complete application and supporting documents through the registered agent via the Dubai Trade Portal or directly to JAFZA. Pay all necessary registration fees, license fees, and government charges as specified by JAFZA fee schedule.
Step 5: Receive Approval and Incorporation Documents
Upon review and approval by JAFZA authorities, you will receive the Certificate of Incorporation, share certificates, and company stamp. These documents officially establish your offshore company and confirm its legal status within the free zone.
Step 6: Open a Corporate Bank Account
Using the incorporation documents, you can open a corporate bank account in the UAE for your offshore company’s financial transactions. This enables international banking operations and the management of multi-currency accounts.
Step 7: Ensure Annual Compliance
Maintain ongoing annual compliance by renewing your company registration and, when required, submitting annual reports and financial statements. This ensures continued legal standing and operational legitimacy.
Each step must be carefully completed to ensure the legal and operational legitimacy of your JAFZA offshore company. The process typically takes about 5 to 7 working days if all documents are in order and meet JAFZA requirements.
Office Requirements and Registered Address
A JAFZA offshore company cannot rent or maintain any physical office or facilities in the UAE under its own name. Instead, its official registered address must be that of its appointed registered agent within Dubai or the Jebel Ali Free Zone.
This means the company does not have a physical presence or office space of its own; all correspondence and legal notifications are handled through the registered agent’s office.
This structure is intentional: JAFZA offshore companies are designed for international business, asset holding, and investment activities, not for conducting business or having operations within the UAE.
As such, they are not permitted to carry out local business activities, and their only “office” is the address of their registered agent, which fulfills all legal and compliance requirements for company registration and communication.
Cost Involved in Setting Up a JAFZA Offshore Company
The costs for setting up a JAFZA offshore company vary significantly depending on the registered agent and the range of services selected. The setup fee typically includes company registration, incorporation certificate, memorandum and articles of association, and the use of the agent’s address as the registered office.
Some providers offer comprehensive packages that include additional support services such as dedicated account management and assistance with opening a UAE bank account, while others may charge separately for these services.
Cost Component | Price Range (AED) | Description |
Setup Fee | 18,000 – 18,900 | Company registration, incorporation certificate, MOA & AOA, registered address |
Document Attestation | 1,000 – 2,500 | Legal document verification and attestation |
MOA and AOA Drafting | ~1,500 | If not included in setup package |
Bank Account Setup Support | 2,000 – 3,500 | Assistance with UAE bank account opening |
Mail Handling/Address Use | 1,000+ per year | Annual mail forwarding and address services |
Optional Services | 2,000 – 5,000 | Nominee director, power of attorney, legal advice |
Annual Renewal Fee | 8,000 – 12,000 | Yearly company maintenance and compliance |
Additional Key Points:
- Shareholders and Directors: Minimum one shareholder required (individual or corporate); at least two directors (natural persons) and one secretary must be appointed.
- Company Name and Registration: Name must be unique, JAFZA-approved, and include “Limited” or “LTD” suffix; mandatory registered agent appointment for incorporation and compliance.
- Tax Benefits and Banking: Zero corporate tax, no capital gains tax, unrestricted profit repatriation; can open UAE or international corporate bank accounts after incorporation.
- Annual Compliance: Ongoing annual renewal required to maintain legal status, handled through a registered agent with no minimum share capital requirement.
We handle it all – so you don’t have to.
Approved Property Zones for Ownership of JAFZA Offshore
A JAFZA offshore company is permitted to own property in Dubai, but this is limited to designated freehold areas approved by the Dubai Land Department. JAFZA offshore companies are unique in this regard, as they are the only offshore entities explicitly allowed by Dubai authorities to own real estate in these zones.
Ownership is subject to obtaining a No Objection Certificate (NOC) from the Dubai Land Department, and the process can be complex.
The most common approved property zones for JAFZA offshore company ownership include:
- Palm Jumeirah
- Jumeirah Lake Towers (JLT)
- Downtown Dubai
- Business Bay
- Jumeirah Village Circle (JVC)
- Dubai Marina
- Emirates Hills
- The Greens
- International City
- Discovery Gardens
These zones are classified as freehold areas where foreign ownership is permitted. The Dubai Land Department may update the list of approved developments, so it is essential to confirm eligibility for a specific property before proceeding.
Additionally, the offshore company must appoint a Dubai resident as a contact person for property matters, as required by the Land Department.
Share Structure and Company Requirements
Understanding the share structure and corporate requirements is essential when establishing a JAFZA offshore company, as these regulations define ownership rights, management responsibilities, and operational framework for your business entity.
Shareholders and Share Capital:
At least one shareholder required with no maximum limit; shareholders can be individuals, companies, or both. Share capital must be in UAE Dirham (AED) with no minimum requirement, and the company operates as a limited liability entity.
Share Structure and Classes:
Companies can issue one or more classes of registered shares with different rights and privileges. Bearer shares are not permitted, providing flexibility in ownership structuring while maintaining transparency.
Directors and Management:
Minimum two directors (natural persons) and one secretary required. Shareholders can also serve as directors or secretary, allowing for streamlined management structure.
Company Name and Registration:
Company name must include “Limited” suffix and receive JAFZA approval. Companies must maintain Ultimate Beneficial Ownership records and Real Beneficiary Register for compliance.
Tax Benefits:
Zero corporate tax, no capital gains tax, and unrestricted capital repatriation, making it highly attractive for international business operations.
Share Transfer Process:
Shares can be transferred through formal procedures involving document submission and Registrar approval, ensuring proper legal transfer of ownership.
This flexible share structure and corporate framework make JAFZA offshore companies an attractive option for international investors seeking tax-efficient business solutions.
The combination of no minimum share capital requirements, multiple share classes, and zero taxation provides significant advantages for global business operations while maintaining compliance with UAE regulatory standards.
Resident visas in JAFZA Offshore Company
A JAFZA offshore company is generally not eligible for UAE resident visas. This restriction applies to all offshore companies in the UAE, including those established in the Jebel Ali Free Zone (JAFZA).
Offshore companies are designed for international business activities and asset holding, not for conducting business within the UAE or sponsoring residency. Therefore, if obtaining a UAE resident visa is a priority, you must consider other business setup options, such as free zone or mainland companies, which do allow for visa sponsorship
Recent regulatory changes indicate potential exceptions to this rule: JAFZA offshore companies that own property in designated freehold areas may become eligible to apply for residence visas for their members, including shareholders or directors.
However, these new provisions are still awaiting complete implementation and official guidelines from authorities. Currently, the standard rule continues to apply – JAFZA offshore companies do not provide eligibility for UAE resident visas.
Licenses in JAFZA Offshore Company
A JAFZA offshore company receives a certificate of incorporation instead of a business license upon registration. This certificate confirms legal existence but does not authorize business activities within the UAE or with UAE residents.
These companies are restricted to international operations only and cannot engage in local UAE trade, distinguishing them from other UAE entities that receive business licenses for local operations.
License renewal
JAFZA offshore company renewal is an annual process handled exclusively through your registered agent; personal presence is not required. To renew, you simply transfer the renewal fee to your agent, who will submit the necessary application and documents via the Dubai Trade Portal.
The process involves:
- The registered agent logs into the Dubai Trade Portal
- Goes to “Registration” and selects “Renew Offshore Company – Approval”
- Creates and submits a new renewal request with the required documentation
Upon successful renewal, you receive a Certificate of Good Standing, which serves as proof that your offshore company remains active and compliant. The typical renewal fee ranges from AED 2,500 to AED 11,000, depending on the agent and any additional services.
Annual renewal is mandatory to maintain your company’s legal status; failure to renew can result in the company being struck off the register.
Conclusion
JAFZA offshore companies offer international investors a tax-efficient solution for global operations, asset management, and cross-border transactions. With 100% foreign ownership, zero corporate tax, and simple compliance requirements, these entities provide an attractive platform for international business activities.
While restricted from local UAE operations, JAFZA offshore companies serve as powerful tools for international business structuring and asset protection, making them an accessible option for investors seeking Dubai’s strategic advantages for their global ventures.
How MenaHerald Can Help You?
Dubai South is rapidly emerging as a hub for logistics, aviation, and e-commerce; but navigating the setup process can still be overwhelming without the right guidance.
At MenaHerald, we simplify the route for you. Whether you’re a startup, SME, or international investor, our experts:
- Help you choose the right license and business activity in Dubai South
- Guide you through document preparation and submission
- Liaise with Dubai South authorities on your behalf
- Ensure your setup is compliant, fast, and cost-effective
- Assist with visa processing, office space, and ongoing renewals
Let us help you unlock growth in Dubai South.
👉 Speak to a Free Zone Specialist Today
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Frequently Asked Questions
Can a JAFZA Offshore Company Conduct Business in the UAE?
No, JAFZA offshore companies cannot conduct business activities or trade within the UAE. They are restricted to international operations and asset holding.
What Is the Minimum Share Capital Requirement?
There is no minimum share capital requirement for JAFZA offshore companies.
Can a JAFZA Offshore Company Own Property in Dubai?
Yes, but only in designated freehold areas and subject to approval by relevant authorities.