Establishment of companies
Due to huge investments in Dubai, it has become an important city for both offshore and onshore companies that engage in all types of trading. Our office is therefore equipped with qualified staff to handle company registration and contract execution.
We are also agents of the Jebel Ali Free Zone (JAFSA). We help our clients set up offshore companies and open bank accounts.
Offshore companies
The main advantage of offshore companies is they don’t require a sponsor and can own real estate property located across the U.A.E.
At Al Rowaad Advocates, our goal is to:
- Undertake procedural formalities pertaining to incorporation of company.
- Act as a registered agent and provide our address as official address for the company.
- Arrange / issue the following documents: memorandum and articles of association, certificate of incorporation, resolution and power of attorney, share certificate.
- Provide accounting and audit services upon request.
I. JAFZA Offshore Companies:
A. About JAFZA Offshore Companies:
Details in brief about JAFZA Offshore Cos. are as per enclosed annexure 1.
B. Scope of Work:
Our scope of work shall be to:
1. undertake procedural formalities pertaining to incorporation of company
2. act as registered agent & provide our address as official address of the company
3. issue / arrange for the following documents:
- Memorandum and Articles of Association
- Certificate of Incorporation
- c. Resolution & Power of Attorney
- d. Share Certificate
4. provide accounting & audit services,(on requisition basis)
C. Required Documents:
Documents required in order to proceed with offshore co. in JAFZA are:
1. For Individual Applicant:
- Duly filled application form
- Profile of shareholder(s)
- Passport Copies of shareholder(s), director(s) and secretary
- Consent letters from director(s) and secretary
- Bank Reference Letter for shareholder(s)
- Address proof for shareholder(s)
- NOC from sponsor if shareholder(s) is holding UAE residence visa.
Further documents as may be required by the authorities may also be requested to be provided to us.
2. For Non-Individual Applicants:
a. Duly filled application form
b. Profile of shareholder company
c. Duly attested & notarized (in UAE consulate):
- Certificate of Incorporation
- MOA / AOA
- Board Resolution to open a JAFZA offshore co.
- POA to authorized signatory to sign on behalf of the company.
d. Passport Copies of authorized signatory, director(s) and secretary
e. Consent letters from director(s) & secretary
f. Bank Reference Letter for shareholder(s)
D. Time Scale:
Time required for incorporation shall be around 10 working days. However it can be processed on urgent basis at an additional charge of AED 1,000/-. Legalization of documents, if required, may take an additional days depending on rules / procedures of concerned consulates.
E. Fees & Mode of Payment:
Charges and fees in connection with above scope of work shall be as follows:
| Scope of Work | Amount in AED | Total Amt. |
|---|---|---|
| Incorporation & Fees up to December | 10,000 | |
| Registration Fees (Payable to Govt.) | 10,000 | |
| Professional Fees for Incorporation | 20,000 |
Professional charges in respect of secretarial services shall be charged on hourly basis @ AED 500/- per hour. Legalization costs will be quoted depending on where the documents are to be legalized. Other services like accounts & audit shall be on case to case basis as may be agreed upon.
Above fees shall be payable in advance at the time of confirmation in respect of registration & renewal of offshore companies. We shall be glad to clarify on any other issues that you may desire.
Summary of JAFZA Offshore Companies Regulation
- Jebel Ali Free Zone (JAFZA)
| Sr | Item | Key Issues |
|---|---|---|
| 1 | Identity | Natural Person |
| 2 | Shareholders/Members | 1 or more |
| 3 | Permitted Activities | a. All except following: Banking, Insurance, Financial, Professional Services, Consulting, Intellectual Property, Media, Security, Publishing, Advertising, Movie Production, Management, Gambling, Casino, Property Development, Games & Win, Advisory, Real Estate, Military, Education b. Not permitted to deal with anyone in UAE or carry out trade in UAE or UAE Free Zones (except for routine banking, legal, accounting, audit, management services with any UAE based institution or individual) c. Can not hold property in UAE except approved properties. |
| 4 | Liability | Members liability shall be Limited |
| 5 | Name | Should end with Limited (govt. & such names not permitted) |
| 6 | Shares | a. No bearer shares permitted & only single class of shares permitted b. Shall rank equally in respect of rights with other shares and carries proportionate voting rights c. Must be fully paid when allotted. However no restriction on minimum no. & value of shares d. Can be subdivided, consolidated, cancelled e. Co. can purchase it’s own shares subject to certain conditions |
| 7 | Registered Office | Shall be own office in JAFZ or it’s registered agent’s office in JAFZ or in Dubai |
| 8 | Registered Agent | In JAFZ or Dubai |
| 9 | Directors | a. Not less than 2 directors (above 18 yrs of age, not a corporate director) b. Director to disclose interests in transactions proposed to be entered into by the Co. and no loans to be given to Director except with 90% majority resolution of members c. Can appoint Alternate Director |
| 10 | Secretary | 1 secretary (director can also be a secretary) |
| 11 | Meeting | a. Does permit “tele-conference” meetings subject to certain conditions b. At least 1 General Meeting once a year (1st meeting within 18 months & not more than 18 months gap between subsequent meetings) c. 10% of voting rights can requisition for a meeting |
| 12 | Accounts | a. Need to maintain accounts as per accepted practices b. To keep accounting records for 10 years c. Accounting records can be kept at a place Directors think fit d. 1st year can be 18 month period e. To finalise, approve & get it audited within 6 months of the end of the financial year |
| 13 | Auditor | a. 1st Auditor to be appointed by Directors upto 1st General Meeting thereafter by the members in General Meeting shall appoint auditors b. Audit shall be as per laid down guidelines c. Report shall include Directors Report, accounting principles used, appointment / remuneration, rights , duties of the Auditor d. Auditor resigning shall send a statement as required by law to the co. |
| 14 | Dividends | Can be distributed only out of profits. No restrictions except if company unable to meet it’s liabilities in due course or going bankrupt. |
| 15 | Taxes | Exempted from Income / Corporate Tax |
| 16 | UAE Visas | Visas are not granted under this company sponsorship to any person unless the company takes up it’s own office premises in Jebel Ali Free Zone |
| 17 | Winding Up | a. Summary winding up on passing of resolution b. Creditors winding up in case of insolvency |
| 18 | Strike Off | a. Offshore Co. name can be struk off the register for non payment of fees b. In the event of striking off, the liabilities of the company remains as it is c. Can be restored within 2 years of striking off |
| 19 | Offences & Punishments | Monetary fines in the event of non-compliance with regulations. |
Note: The details listed above are aimed at providing summary information and vital details about JAFZA Offshore Cos. and are not to be interpreted as a substitute for legal advice.
And not a substitute for legal advises.
