UNITED ARAB EMIRATES
U A E
TO INCORPORATE IN DUBAI
1. Dubai is the seventh emirate of United Arab Emirates (UAE) and expands along the Arabian Gulf coast of the UAE for 45 miles and has an area of 6,200 sq kms. The population is Dubai is currently 1.5 million and targeted to reach 4 mn in 2020. Expatriates make up 82% of the population. Arabic is the official language and English the dominant language in business.
The discovery of oil in 1966 in the UAE, and prudent economic policies has made Dubai a thriving city. The ruling family, starting with Sheikh Rashid bin Saeed Al Maktoum and succeeded by his son Maktoum bin Rahsid Al Maktoum and now the current ruler and vice-president of the UAE, Sheikh Mohammed bin Rashid Al Maktoum have made Dubai into an affluent modern city state.
The current ruler of Dubai, Sheikh Mohamed bin Rahsid Al Maktoum devised the business plan which has been responsible for the unprecedented outbreak of economic activity and the huge boom in Dubai’s economy over the past five years. The Dubai government has a aggressive approach to foreign investment, actively promoting the city’s targeted business sectors in its successful drive to diversify the economy.
2. Dubai is not a signatory to any international exchange of information agreements. This is not predicted to change as Dubai have no taxation gain from the participation of such treaties. This provides high levels of security, privacy and asset protection for companies and individuals incorporating a company in Dubai.
3. There is also no income tax, capital gains tax and inheritance tax. Only banks and companies in the oil sector are subject to corporate taxes.
4. Guidelines for the Dubai Offshore Company incorporation or formation by the Jebel Ali Free Zone Authority – JAFZA - Offshore are different: (a) It is important to note that there is no public record of a company’s directors or shareholders in Dubai; (b) There is also no taxation department. The personal information and details of a company’s activities will remain private in Dubai.
5. Dubai’s Jebel Ali Free Zone offers an ideal vehicle for Dubai offshore company incorporation or formation for foreign operators. Although trading inside the Free Zone can be carried out under a Free Zone Establishment license, for a Dubai offshore company incorporation or formation, the most common is a “Jebel Ali Offshore Company”. (a) A Dubai offshore company incorporation or formation may be used for many activities including tax mitigation, estate planning and asset protection, hold approved Dubai property and other assets; to benefit from Dubai’s superior banking privacy legislation client may establish a offshore bank account in Dubai.
6. Salient features for Dubai offshore company incorporation via JAFZA Offshore: (a) 100% foreign ownership; (b) 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); (c) company can hold an account in a bank in the UAE for the purpose of conducting routine operational transactions; (d) 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; (e) 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.
7. Other requirements of a Dubai offshore company incorporation via JAFZA Offshore:
a. Shareholders: A minimum of one and a maximum of 50 persons whose liability is limited to their shares in the company's capital are required.
i. Corporate shareholders are permitted.
ii. Shareholders will decide capital structure of the Company.
iii. No fiscal minimum capital requirements have been stipulated however we recommend a share capital of US$ 1000.
iv. Bearer shares are not permitted.
v. Different classes of shares are not permitted and shares have to be fully paid when allotted.
vi. A shareholders meeting should be conducted periodically (at least once in a year). Every company shall maintain minutes of all proceedings at general meetings.
vii. 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.
viii. 100% foreign ownership of the company is allowed.
ix. There is no public register of shareholders and directors.
x. Shareholders need to visit JAFZA and sign the incorporation documents in the presence of the authorized official of JAFZA. Alternatively a power of attorney, notarized and legalized by UAE Embassy, can be issued to a nominated person who can then sign before a JAFZA authorized official.
i. A minimum of two directors are required and
11. corporate directors are not permitted.
iii. Details of Directors are not available for public inspection.
c. SECRETARY: Every Company shall have a secretary.
d. ANNUAL ACCOUNTS AND AUDIT
i. Every Company shall keep accounting records.
ii. Accounts shall be preserved for 10 years from the date on which they are prepared. They can be kept in any location the company sees fit.
iii. The accounts shall be approved by the directors and signed by one of them.
iv. A Dubai offshore company incorporation via JAFZA 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.
e. TIMESCALE: A Dubai offshore company incorporation can take up to 5 days after all know your client and due diligence documents have been received satisfactorily.
f. NAME: For a JAFZA Dubai offshore company incorporation, names must use the suffix Limited or Ltd. to denote limited liability. The following words are prohibited: Banking, Insurance and Re-insurance.
g. REGISTERED OFFICE & AGENT: For a successful Dubai offshore company incorporation, the company must maintain a 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.
h. PROHIBITED ACTIVITIES
The following activities cannot be approved for a JAFZA registered Dubai offshore company incorporation:
1. Insurance 2. Banking 3. Financial 4. Professional Services 5. Consulting 6. Intellectual Property 7. Media 8. Security 9. Publishing 10. Advertising 11. Movie Production 12. Management 13. Gambling 14. Casino 15. Property Development 16. Game and Win 17. Advisory 18. Real Estate 19. Military 20. Education
All other activities can be conducted based on management approval and proper justification.
8. Meetings: Dubai offshore company meetings need not be held in Dubai.
In order to proceed with the formation of the Dubai offshore company please fill in the form below and we shall get back to you immediately.
Should you have any further question about incorporating in Dubai, please do not hesitate to contact one of our Tax Consultants to discuss the best structure for your specific case and needs;
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