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Jebel Ali Offshore
Statutory Requirements for JAFZ
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One of the latest initiatives by the Dubai government has been the setting up of offshore companies, which will be covered under Jebel Ali Free Zone offshore Companies Regulations 2003 with effect from January 15, 2003. The regulations are made by the Chairman of the Dubai Port, Customs and Free Zone Corporation in accordance with the authority given to him by Dubai laws Numbers 1 and 4 of 2001.

Salient Features of Jebel Ali Offshore Facility:

100% foreign ownership.
Company can own real estate properties on Palm islands or any properties owned by Nakheel Company LLC or any other real estate properties approved by the Jebel Ali Free Zone Authority (JAFZA)
Company can hold an account in a bank in the UAE for the purpose of conducting routine operational transactions
Despite a general prohibition on International Companies to conduct business with persons resident in UAE, the Authorities frequently allow offshore companies to hold shares in both offshore and onshore UAE companies (i.e. local LLC companies).
The Company will not be allowed to carry on business with people who are resident in the UAE or carry out any trade in the free zone or in the UAE, unless they have first obtained the appropriate license from the relevant competent authority.
The registrar has the power to appoint competent inspectors to investigate the affairs of the offshore Company. Upon discretion of the registrar, inspection costs may be charged to any office bearer of the Company.

Characteristics of an offshore company registered in the JAFZ Zone are as follows:

Statutory Requirements for Companies in JAFZ

Shareholders

A minimum of one shareholder is required. Corporate shareholders are permitted. Shareholders will decide capital structure of the Company. No fiscal minimum capital requirements have been stipulated. Bearer shares are not permitted. Different classes of shares are not permitted and shares have to be fully paid when allotted. A shareholders meeting should be conducted periodically (at least once in a year).

Every company shall maintain minutes of all 3 proceedings at general meetings. The Register of Members shall be open for inspection by any member of the offshore company and any other person. If inspection is refused, the company commits an offence.

Directors

Minimum of two directors are required and corporate directors are not permitted. Details of Directors are not available for public inspection.

Secretary

Every Company shall have a minimum of one secretary.

Annual Accounts and Audits

Every Company shall keep accounting records. Accounts shall be preserved for 10 years from the date on which they are prepared. An offshore company’s accounts shall be approved by the directors and signed by one of them. An offshore company will appoint an Auditor (from the approved list) for annual audit, who shall examine and report in accordance with these regulations upon the accounts prepared.

Timescale

Registration of the company in free zone will take between 1 to 2 weeks.

Restrictions on Name and activity

Names must end with limited. Certain business sectors such as banking, insurance, re-insurance, insurance agency or insurance brokerages etc. are closed for offshore companies.

Local Requirements

As a matter of local company law the company MUST maintain a registered office in the Free Zone and appoint an approved registered agent. A registered agent’s office in Dubai or in the free zone can also be used as the registered office.

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