Offshore company formation in UAE
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Offshore company formation in the UAE centers on non-resident IBCs registered with RAK ICC, JAFZA Offshore, or ADGM. They cannot manufacture, trade, or provide services in the UAE and are typically used as holding companies, SPVs, or IP and property vehicles for cross-border business. Key features include 100% foreign ownership, zero corporate and capital gains tax on offshore activity, and no office or minimum capital. A registered agent & registered office are mandatory, and JAFZA offers fully digital registration. Banking is available in Dubai and abroad with multi-currency accounts and no FX controls, and offshore companies may hold shares in UAE LLCs and free zone entities and own property in approved areas. RAK is known for lower establishment fees, making it the cheapest realistic setup for a simple holding or IP company, with incorporation often completed in 2–4 working days for an uncomplicated file; total cost depends on the service package, banking support, nominee options, and compliance services. If you need visas or to trade from within the UAE, consider a free zone (possible 0% corporate tax if you meet the rules) or mainland (9% corporate tax above AED 375,000 and 5% VAT), and note that many firms also compare Mauritius structures, but for Dubai-focused SPVs RAK ICC & JAFZA often offer the best balance of cost & compliance.
If you’re eyeing offshore company formation in the UAE, you’re not alone. Founders, fund managers, and family offices keep choosing Dubai and Ras Al Khaimah because the jurisdiction blends speed, credibility, and banking access better than most “tax-free” postcards. The trick is knowing what you’re actually buying: a clean, light-touch holding vehicle designed for cross-border business—not a magic wand.
Here’s the straight talk. An offshore company in the UAE is a non-resident entity with no right to trade inside the UAE market. It shines when you want asset protection, confidentiality, and frictionless global operations. It’s not a visa ticket. It’s not a shortcut to ignore compliance. And it’s not the cheapest solution if your endgame includes payments, licensing, and real substance. But used correctly, it’s one of the sharpest tools in the international corporate toolbox.
What an offshore company in the UAE can and cannot do
An offshore company is built for international business. It can own shares in foreign companies, hold IP, invest, and open corporate bank accounts in the UAE or abroad. In some emirates, subject to approvals, it can hold real estate in designated projects. It’s lean by design, with no office lease or staff requirements and minimal ongoing filings.
It cannot sell goods or services within the UAE mainland or free zones, hire UAE staff, or apply for resident visas tied to the entity. It also doesn’t replace your tax obligations elsewhere. Offshore status is not a tax shield against your home country rules. Banks will still ask for the ultimate beneficial owner, source of funds, and a solid business narrative. That’s a feature, not a bug.
Picking your jurisdiction: JAFZA, RAK ICC, and ADGM
The UAE offers three heavy hitters for offshore-style structuring: JAFZA (Jebel Ali Free Zone Authority) Offshore in Dubai, RAK ICC (Ras Al Khaimah International Corporate Centre), and ADGM (Abu Dhabi Global Market) SPVs and Foundations. All are respected. Each targets a slightly different use case.
JAFZA Offshore sits in Dubai’s logistics hub and carries brand weight with counterparties. RAK ICC is fast, cost-effective, and widely used for holding companies and international trade intermediaries. ADGM is a financial centre with English law foundations; its SPVs and Foundations are “onshore free zone” entities, often used for investment holding, capital raises, and private wealth structuring—not classic offshore, but functionally similar for many deals.
| Jurisdiction | Typical use case | Visas | Physical office | Usual setup time | Banking comfort |
|---|---|---|---|---|---|
| JAFZA Offshore (Dubai) | International holding, IP, property in approved areas | No | No | ~5–10 days | Strong brand for counterparties |
| RAK ICC (Ras Al Khaimah) | Holding companies, SPVs, global trade facilitation | No | No | ~2–7 days | Efficient, cost-lean option |
| ADGM SPV / Foundation (Abu Dhabi) | PE/VC holding, treasury, family wealth, ESOPs | No (for SPV) | No | ~5–10 days | Premium governance, English law framework |
Step-by-step formation and registration timeline
Scope and structuring
We map your business purpose, counterparties, and banking plan. This is where we decide between JAFZA Offshore, RAK ICC, or an ADGM SPV/Foundation, and whether you need layered holding or a simple single-entity setup.
KYC and due diligence
Expect passports, proof of address, CVs, professional references in some cases, and clean source-of-funds documentation. If a corporate shareholder is involved, bring the whole tree: registry extracts, UBO declarations, and certified corporate docs.
Name reservation and application
We reserve a compliant trade name and file incorporation forms. Naming rules are strict: no offensive language, no government or religious references, and the right suffix (e.g., “Limited” or “Ltd” where required).
Documentation and approvals
The registered agent prepares the memorandum and articles, officers’ consents, and UBO filings. Signatures may need notarization or legalization depending on your country of residence.
Certificate of Incorporation
Once approved, you receive the incorporation documents. For most offshore companies, there is no business license—registration with the offshore authority is the key output.
Banking and “go-live”
We work with you on a bank-ready pack: business plan summary, expected flows, counterparties, and contracts. Banks want clarity and consistency. That’s how you shave weeks off onboarding.
Banking and compliance: the part people skip (and regret)
“Open a bank account in 48 hours” makes for flashy ads. In the real world, UAE banks are professional and prudent. They like clear stories: Who owns the company? Where does the money come from? Why does the UAE bank add value to your business? If your activity is high-risk or your documentation is thin, onboarding will stall.
Expect KYC refresh cycles, proof of transactions, and CRS/AML alignment. The UAE participates in global transparency standards, so plan for information reporting where applicable. If your offshore company is a passive holding structure with clean flows and sensible volume, the path to a solid corporate account is realistic. If you’re chasing “fast and secret,” the door won’t open.
Taxes in the UAE: zero is not automatic anymore
The headline is simple: the UAE introduced a 9% federal corporate tax for onshore businesses above the small-profit threshold. Many free zone companies can still achieve a 0% rate if they meet qualifying income conditions and maintain the right substance. Offshore companies are typically non-resident entities used for non-UAE activity and are not designed for local operations or visas.
VAT at 5% can apply to supplies in the UAE. Offshore companies generally sit outside the local VAT net because they cannot trade in the UAE. None of this overrides your home country tax rules. Always align your UAE setup with double tax treaties, controlled foreign company rules, and management-and-control tests where you live and operate.
Use cases that actually work
A holding company is the classic offshore play. It consolidates equity in portfolio companies across borders and simplifies exits. Pair it with an ADGM SPV if you need English law governance or tier it under a Foundation for succession.
IP holding and licensing remains powerful when royalties flow from multiple geographies. Keep valuation and transfer pricing clean, and document your licensing logic. Banks will ask.
Real estate holding in approved areas is possible in specific emirates for certain offshore companies, subject to land department and developer rules. If property is your North Star, verify eligibility before you incorporate.
Trade intermediation makes sense when you’re coordinating suppliers and buyers across borders, but not selling into the UAE. Keep contracts and shipping docs tidy. Paper beats anecdotes.
JAFZA’s digital setup and the PLC angle
JAFZA’s company setup is now fully digital. For offshore, that means faster filings and cleaner audits of process. For operating businesses, JAFZA also offers free zone companies, including the path to a Public Listed Company (PLC) structure that can list shares in line with market laws. Different animals, different outcomes: JAFZA Offshore is a non-resident holding vehicle; a JAFZA free zone company is an operating entity with licensing and, where appropriate, visas and substance.
If you expect to grow into a listed play or want the optics of Dubai’s flagship free zone, starting your corporate story in Jebel Ali can be a strategic move.
Mauritius vs UAE: when each jurisdiction shines
Mauritius is a treaty powerhouse for investment into parts of Africa and India, using licensed GBC structures with substance. The UAE, on the other hand, wins on speed, banking reach, logistics, and a broad network of counterparties who already bank and trade through Dubai.
If you need treaty access and are comfortable building substance, Mauritius can be best. If you want an agile holding with strong banking options, the UAE often edges it. Many groups use both—Mauritius for treaty-driven investments and a UAE company for treasury, IP, or regional holding.
Documents you’ll need and realistic timelines
Bring clean KYC from all shareholders and directors: passport copies, proof of address, a short CV, and a source-of-wealth narrative. If a company is involved, provide a certificate of incorporation, incumbency or registry extract, articles, and a UBO chart—with notarization and legalization where required.
Timelines vary by jurisdiction and document readiness. RAK ICC can complete incorporation in a few business days once KYC clears. JAFZA Offshore is similar but can take longer if name or activity needs clarification. Banking is the variable—pack a patient two to six weeks, depending on your profile and responsiveness.
FAQs I get every week
Still have a questions?
Do offshore companies in the UAE get visas?
No. Offshore entities are non-resident by design. If you need visas, look at free zone or mainland company formation in the UAE.
Can an offshore company open a UAE bank account?
Yes, if your profile, documentation, and business model satisfy the bank’s risk appetite. It’s not automatic; it’s curated.
Is UAE still “tax-free”?
It depends. Onshore companies face a 9% corporate tax above the threshold. Qualifying free zone companies can remain at 0% on qualifying income. Offshore entities don’t trade in the UAE and are typically outside local corporate tax, but your home country rules still apply.
Can an offshore company own UAE property?
In certain emirates and approved areas, yes—subject to land department policies and developer acceptance. Check eligibility before you incorporate.
What’s the cheapest way to set up?
The cheapest is rarely the best. Look for transparent pricing that includes formation, registered agent services, and practical banking support. False savings are expensive.
| Aspect | UAE offshore snapshot | RAK ICC (RAK) | JAFZA Offshore (Dubai) | Cost and timeline (cheapest to premium) | Practical notes, bank, tax and compliance |
|---|---|---|---|---|---|
| What an offshore company is | A non-resident corporate vehicle for international business, asset holding, and IP. No trading in the UAE. No employees or office in the UAE. | International Business Company under RAK International Corporate Centre. | Offshore company under Jebel Ali Free Zone Authority. | AED 7,500–12,000 setup; AED 6,000–10,000 renewal. 2–5 working days. | Not a mainland or free zone entity. No local operating licence. Focused on privacy, asset protection, and cross-border holding. |
| Where to register in UAE | Main offshore registries are RAK ICC and JAFZA. ADGM/DIFC offer SPVs (not offshore) but used similarly for holding. | Popular for cost-effective setup and quick registration. | Strong Dubai branding and access to Dubai developers/authorities. | JAFZA: AED 15,000–25,000 setup; AED 12,000–20,000 renewal. 5–10 working days. | Choose jurisdiction by use case, budget, banking plan, and property needs. |
| Ownership and control | 100% foreign ownership. One or more shareholders. Corporate or individual. | Min 1 shareholder; flexible share classes. | Typically 1+ shareholders. Secretary often required. | Agent service fee drives price differences. | Shareholders and directors can be the same person. PoA possible if notarised/apostilled. |
| Management and officers | At least one director. Secretary optional or required by rules. | Min 1 director; no residency requirement. | Director count and secretary per JAFZA rules; no residency requirement. | Included in agent package or billed separately. | Keep minutes and registers. Provide UBO info to the registry via your registered agent. |
| Share capital | No minimum paid-up capital. Issue ordinary shares; bearer shares are not allowed. | Par value flexible; standard issued capital (e.g., USD 1,000) is common. | Similar flexibility; details per Articles. | No capital duty. | Capital can be in AED, USD, EUR or multi-currency as the MoA allows. |
| Activities allowed | Holding shares, international trade outside UAE, owning IP, owning vessels, opening bank accounts, intra-group financing (outside UAE). | Widely used for holding and SPVs. | Strong for Dubai-focused holding and legacy structures. | N/A | Always check if a target bank or counterparty accepts offshore companies. |
| Activities not allowed in the UAE | No onshore trading, no invoices to UAE customers, no local employees or physical office, no import/export via UAE customs. | Same. | Same. | N/A | For UAE operations, use a free zone or mainland company instead. |
| Real estate ownership | Possible in approved areas subject to land department policy and developer rules. | Can hold property in permitted RAK/Dubai areas (check each developer/Land Dept list). | Can hold property in Dubai where JAFZA Offshore is accepted by DLD and developers. | Title transfer fees apply per emirate. | Always obtain pre-clearance from the Land Department and developer before incorporation. |
| Tax position in the UAE | Offshore companies are generally outside the scope of UAE 9% corporate tax and VAT because they cannot do business in the UAE. | Same. | Same. | N/A | Double Taxation Treaties and UAE Tax Residency Certificates are typically not available to offshore companies. |
| Economic Substance (ESR) | ESR may apply only if a relevant activity is undertaken in the UAE. Most pure offshore holding with no UAE activity is out of scope. | Same. | Same. | Penalties apply if in scope and non-compliant. | Re-check ESR annually. Activities, income source, and place of management matter. |
| UBO, AML and KYC | UBO details must be filed with the registry via the registered agent. Not public. CRS/FATCA and AML rules apply. | Registry requires UBO and officer data via agent. | Registry requires UBO and officer data via agent. | Agent fees for UBO filings: AED 500–1,500 typical. | Keep ID, proof of address, source of funds/source of wealth on file and updated. |
| Accounting and audit | No audit filing. Keep proper books and records for at least 5 years. | No audit filing. | No audit filing. | Bookkeeping (optional): from AED 2,000/year if outsourced. | Banks may ask for management accounts and contracts during KYC reviews. |
| Visas and office | No residency visas. No office lease. | Not eligible for visas. | Not eligible for visas. | N/A | For a Dubai residency permit, use a free zone or mainland company instead. |
| Banking in the UAE | Corporate bank accounts are possible but subject to strict KYC and risk review. | Good acceptance if profile is clean and activity is clear. | Good acceptance, especially for Dubai-linked holdings. | Account opening: 2–8 weeks. Min balance often AED 25k–200k. | Expect video/physical KYC, business plan, invoices/contracts, and proof of source of funds. Multi-currency is standard. |
| Naming and registration | Name must be unique, respectable, match activity, and end with Limited/Ltd. | RAK ICC “Limited/Ltd” suffix. | JAFZA Offshore “Limited/Ltd” suffix. | Name reservation: AED 500–1,000. | Avoid words tied to regulated sectors unless licensed (bank, insurance, trust). |
| Registered agent and address | A UAE-licensed registered agent and registered office are mandatory. | Choose from RAK-approved agents. | Choose from JAFZA-approved agents. | Agent service included in packages. | You cannot self-file. The agent handles filings, renewals, and compliance notices. |
| Setup process (step by step) | 1) Scope call and jurisdiction choice 2) KYC/UBO 3) Name reservation 4) Draft MoA/AoA 5) Sign and legalise docs 6) Registry review 7) Certificate of Incorporation 8) Seal, resolutions, bank onboarding. | 2–4 business days after complete docs. | 5–10 business days after complete docs. | Courier and notarisation add time and cost. | Keep all originals scanned and ready. Apostille may be required for foreign corporate shareholders. |
| Typical document list | Passports, proof of address, CVs, bank reference, source of funds. For corporate shareholders: COI, MOA, incumbency, good standing, board resolutions. | Same with RAK ICC formats. | Same with JAFZA formats. | Legalisation/apostille: AED 1,000–5,000+ depending on country. | Consistency of names and signatures across documents avoids delays. |
| The cheapest viable setup | Usually RAK ICC with a basic agent service and no extras. | AED 7,500–12,000 all-in for first year. | JAFZA Offshore is pricier. | Renewal is lower than first-year total. | Cheapest is not always best. Prioritise banking acceptance and aftercare service. |
| JAFZA vs RAK ICC (quick take) | Both are respected. Pick by property/banking needs and budget. | Often the most cost-effective and fastest. | Higher fees; strong Dubai positioning and property acceptance. | RAK: lower cost; JAFZA: higher cost. | For Dubai real estate, JAFZA Offshore can be preferred by some developers. Always pre-check. |
| ADGM/DIFC SPV vs offshore | SPVs are not “offshore.” They sit in financial free zones with their own rules. Often used for fund/fintech holding, cap tables, and financing. | N/A | N/A | ADGM/DIFC SPV setup AED 12,000–25,000+. | SPVs can access UAE substance options and are bankable for sophisticated structures. Separate licensing rules apply. |
| Mauritius comparison (GBC/AC) | Mauritius offers treaty access with substance. Higher ongoing compliance than UAE offshore. | N/A | N/A | Mauritius GBC: USD 8,000–20,000+ setup; audit yearly. | Pick Mauritius for treaties and fund holding. Pick UAE offshore for cost, speed, and Dubai banking if no treaty need. |
| Banking readiness checklist | Clear business model, ultimate beneficial owner profile, initial funding plan, contracts, and invoices. | RAK banks often ask for UAE or regional nexus. | Dubai banks may prefer Dubai property or local ties. | Compliance review may add 2–4 weeks. | Keep a clean trail: inflows/outflows matching business purpose and KYC. |
| Common use cases | Holding companies, IP holding and licensing, property holding, international trading via third countries, treasury, intercompany loan notes. | Strong for cross-border holding SPVs. | Strong for Dubai property holding and legacy assets. | N/A | Offshore companies can hold shares in UAE free zone companies and LLCs. |
| Limits and red flags | No local trade, no invoices to UAE customers, no visas, no warehouse. Tread carefully with sanctions and high-risk countries. | Same. | Same. | N/A | Do not rely on “zero questions” sales claims. Banks and registries do real AML/KYC. |
| Ongoing maintenance | Annual renewal with registry and agent, UBO confirmation, keep books and internal resolutions. | Renewal window is strict; late fees apply. | Renewal window is strict; late fees apply. | Renewal budget: AED 6,000–20,000+ by jurisdiction and agent. | Calendarise renewals 30–45 days in advance to avoid penalties. |
| Best agent services to look for | Transparent pricing, clear bank onboarding support, document drafting, and post-incorporation care. | RAK-focused agents can bundle filing and seals. | JAFZA-focused agents can bundle property NOCs. | “All-in” packages vary from AED 9,000 to 30,000+. | The best service is the one that aligns with your business, bank, and timeline. Ask for a written scope. |
| Keywords you will see in quotes and offers | offshore company formation in uae, dubai offshore, jafza registration, rak icc setup, corporate services, bank account, cheapest package, best service, uae business & tax, mauritius comparison, companies cost, an agent | Present in proposals. | Present in proposals. | Used to market bundles and add-ons. | Read the fine print for what is and isn’t included. |
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