Key features of a JAFZA Offshore company

Forming a JAFZA offshore company is a smooth and efficient process, but understanding its key features is essential to ensure compliance and avoid delays. The JAFZA Authority mandates foreign investors to follow specific rules and requirements that help maintain the free zone’s global reputation. Investors need to consider the following features and requirements while setting up an offshore company in JAFZA:

1. Shareholders

A JAFZA offshore company requires at least one shareholder, and the shareholder can also be a corporate entity. The shareholders are responsible for deciding the capital structure of the JAFZA offshore company.

2. Directors

An offshore company incorporated in JAFZA needs to have at least two directors, but the Authority doesn’t allow the appointment of corporate directors.

3. Secretary

All offshore companies incorporated under JAFZA must have a secretary.

4. Account Keeping and Audit Requirement

All the JAFZA offshore companies must keep the accounting records for ten years from the date on which they are made. The company’s accounting records will be approved by the directors, and one of them needs to sign the records. Offshore companies need to appoint an auditor approved by JAFZA, who will examine and report in accordance with these regulations upon the accounts prepared.

5. Local Requirements

Offshore companies incorporated under JAFZA must maintain a registered office in JAFZA free zone and appoint a registered agent. Since an offshore company doesn’t have a local physical presence, the investors can use the office of registered agents in Dubai as the company’s registered office.

6. Time Taken for Company Incorporation

An offshore company can be registered with JAFZA in less than ten days.

Step-by-Step Process for JAFZA Offshore Company Formation

• Appoint a Registered Agent – You must choose a JAFZA-approved registered agent like JBC.
• Select a Company Name – Choose a name that meets JAFZA’s naming rules.
• Submit Required Documents – Passport copies, proof of address, UBO declaration, etc.
• Prepare Company Incorporation Documents – Includes MoA, AoA, and shareholder resolution.
• Register with JAFZA – The agent will submit your application to JAFZA.
• Receive Certificate of Incorporation – Issued by JAFZA (no trade license).
• Open a Bank Account – Use the certificate to open a corporate bank account in UAE.
• Compliance and Renewals – Maintain UBO, ESR records and renew annually

Ultimate Beneficial Ownership for JAFZA Offshore Companies

Offshore companies incorporated under JAFZA are required to disclose their Ultimate Beneficial Owner (UBO). In addition, they should also maintain a Real Beneficiary Register (RBR) and a Partners of Shareholders Register (PSR). A company undergoing liquidation is also required to meet the UBO rules. Failing to meet the UBO obligations will result in hefty penalties.

A UBO is defined as either of the following:

1. Any person who owns or ultimately controls the company through direct or indirect ownership
2. Whoever owns at least 25% of the entity’s share capital or has 25% or more of the voting rights
3. Whoever holds ownership powers through other means like the right of appointment or dismissal of Managers

Economic Substance Regulations for JAFZA Offshore Companies

Companies incorporated under JAFZA offshore are required to annually assess whether they are subject to Economic Substance Regulations (ESR). If the companies have conducted any of the nine relevant activities, they must meet ESR requirements such as ESR notification, ESR Report filing and meeting the Economic Substance Test. The nine relevant activities under ESR are Banking, Insurance, and Holding Companies. Headquarters business, Investment Fund Management, Lease-Finance business, Shipping, Intellectual Property business, Distribution & Service Centre business.

JAFZA has adequate resources and infrastructure to help the companies meet the ESR test, such as adequate full-time employees, directors & managers, adequate premises, assets etc. These assessments should be made every year, and the obligations must be met annually. Failure to meet the ESR obligations will land the companies in serious legal troubles, including penalties and sharing of information with foreign competent authorities. Registered agents in Dubai can assist the companies with annual assessments ad filing requirements.

Hire the Best Registered Agents in Dubai for Offshore Company Formation

Foreign investors prefer JAFZA offshore company formation due to zero taxes, 100% ownership, ability to open bank accounts and own real estate properties in Dubai. However, the investors need to hire registered agents in Dubai, such as Jitendra Business Consultants (JBC), to set up an offshore company. JBC has a good reputation with all the free zone authorities in the UAE, including JAFZA. We can provide the investors with a premium office address at JBC’s premises in JAFZA. JBC can undertake all the administrative tasks for the companies. Apart from that JBC can help the companies avoid ESR, and UBO penalties by properly meeting the obligations.

Need expert support for JAFZA offshore company formation? At JBC, we’ve helped hundreds of investors register offshore companies in JAFZA quickly and compliantly. Whether you’re setting up a holding company, protecting global assets, or exploring offshore business in Dubai, our consultants handle documentation, compliance, and bank account opening.

Get in touch today and start your offshore journey confidently.