Offshore company
JAFZA offshore company formation in Dubai
A JAFZA offshore company is registered with the Jebel Ali Free Zone Authority in Dubai under its Offshore Companies Regulations. It receives a certificate of incorporation instead of a trade licence, cannot trade with customers in the UAE and cannot sponsor visas. Owners use it to hold shares, property and other assets or to run international business.
At a glance Fact sheet
- Registry
- Jebel Ali Free Zone Authority (JAFZA), Dubai
- Governing rules
- JAFZA Offshore Companies Regulations 2018
- Can trade in the UAE
- No. It may not carry on commercial activity with persons in the UAE
- Residence visas
- No
- You receive
- A certificate of incorporation. No trade licence is issued
- Typical use
- Holding companies, owning real estate, intellectual property, international trade and consulting
Overview
Jebel Ali Free Zone is best known for the port and the warehouses around it, but its authority also keeps a separate register of offshore companies. These companies are incorporated under the JAFZA Offshore Companies Regulations. They share a registrar with the free zone's licensed trading and logistics businesses, and nothing else.
JAFZA lists the main uses as international trade, holding companies, owning real estate, registering copyrights and patents, and international consulting. A JAFZA offshore company can ask the registry for a no-objection letter to own property, which is one reason people choose it when they want to hold Dubai real estate through a company. The land registration itself follows Dubai Land Department's rules.
Registration is handled only by registered agents approved by JAFZA. The agent submits the application through the Dubai Trade portal and deals with the offshore section on the company's behalf. Caliph prepares your documents, explains the structure and coordinates the filing, so you have one consultant from the first call to the bank account.
Why choose JAFZA Offshore
A Dubai registry
The company is incorporated in Dubai by the Jebel Ali Free Zone Authority, a long-established registrar that is part of DP World.
Suited to holding Dubai property
JAFZA issues a no-objection letter for an offshore company to own property, the document used when the company registers real estate in its name.
Flexible ownership
Shareholders can be individuals, companies or both, and one shareholder is enough.
Standard corporate documents on request
The registry issues certificates of good standing and incumbency, which banks and overseas authorities often ask for.
A path to a free zone licence
If the business later needs staff and an office, JAFZA has a procedure to convert an offshore company into a free zone company.
What to have ready
- Passport copies of each shareholder, director and the company secretary
- A short CV and specimen signature for each individual shareholder
- Proposed company names, ideally three
- The Memorandum and Articles of Association, which are drafted for you to sign
- A signed letter appointing the registered agent
- For a corporate shareholder: certificate of registration, certificate of good standing and incumbency certificate
- For a corporate shareholder: board resolution and power of attorney, notarised and attested by a UAE embassy
The registrar can ask for further documents. Your consultant tells you which papers need notarising or attesting in your country.
How JAFZA offshore formation works
Confirm the purpose
We check that what you plan to hold or do is something an offshore company is allowed to do.
Appoint the registered agent
A JAFZA registered agent is appointed in writing. Only an agent can file with the offshore section.
Choose names and officers
You decide the name options, shareholders, directors and secretary. One person may hold more than one role.
Prepare and sign documents
The application and the Memorandum and Articles of Association are prepared, signed and certified where needed.
Filing with JAFZA
The agent submits the request and supporting documents online and answers any questions from the registrar.
Certificate of incorporation
JAFZA issues the certificate and the company documents.
Bank account and property steps
Caliph prepares the bank file and, if you are buying property, the request for JAFZA's no-objection letter.
Good to know
- The company is renewed every year through the registered agent.
- A JAFZA offshore company has no office in the free zone and no visa allocation. Its address is the registered agent's office.
- If your aim is property, confirm with the developer and Dubai Land Department that the unit can be registered to a company before you form one.
Questions people ask
What is a JAFZA offshore company?
It is a company incorporated with the Jebel Ali Free Zone Authority under its Offshore Companies Regulations. It is a separate legal entity with limited liability, formed for holding assets and for business outside the UAE. It does not receive a trade licence and does not operate from the free zone.
Can a JAFZA offshore company own property in Dubai?
Owning real estate is one of the uses JAFZA lists for its offshore companies, and the registry issues a no-objection letter for property ownership. Registration of the title is decided by Dubai Land Department, which sets where and how companies may own. Your Caliph consultant confirms what applies to the property you have in mind.
Can it trade or open an office in Dubai?
No. A JAFZA offshore company may not carry on commercial activity with persons in the UAE and has no premises of its own. If you want to trade locally, hire staff or lease space, you need a free zone or mainland company.
Who can be a shareholder or director?
Individuals and companies of any nationality can be shareholders, and UAE residents can too. JAFZA's guidance asks for at least one shareholder, one director and a secretary, and the same person can fill more than one of those roles.
Do I have to use a registered agent?
Yes. JAFZA states that offshore registration must be processed through its registered agents, who prepare the legal documents and handle all dealings with the offshore section. Caliph is your consultant and prepares the file, and the approved agent makes the submission.
Can a JAFZA offshore company open a bank account in the UAE?
Yes, it can apply for a corporate account with a UAE bank or with a bank abroad. Each bank runs its own checks on the owners and on the source of funds, and approval is the bank's decision. Caliph helps you assemble the file the bank asks for.
- Jebel Ali Free Zone (JAFZA): how to set up an offshore company
- JAFZA: new offshore company registration guide
- JAFZA: offshore company letters
Reviewed by Caliph Business Solutions on . Rules differ by activity and by authority. Your Caliph consultant confirms what applies to you.
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