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Under the Regulations, an offshore company with limited liability can be formed with at least one shareholder, two directors and a secretary. The capital structure can be decided by the shareholder(s). However, all the shares must be fully paid when allotted and the company is not allowed to create different classes of shares or issue bearer shares.

An offshore company is required, at all times, to have:

  • A registered agent, approved by the Jebel Ali Free Zone Authority (“the Authority”). Such registered agent shall be located in the Free Zone or in Dubai.
  • A registered office, which must be an office maintained in the Free Zone by the company or an office maintained in the Free Zone or in Dubai by its registered agent, to which all communications and notices may be addressed.

An offshore company may conduct any lawful business subject to the following restrictions as provided by the Regulations.  An offshore company cannot:

  • Carry on business with persons resident in the UAE.
  • Own an interest in real property situated in the UAE, other than a lease for use as a registered office or ownership of properties on Palm Islands, Jumeirah Islands or any properties owned by Nakheel Company LLC, Emaar Properties, Dubai World and Dubai Holdings or any other real property approved by the Authority.
  • Carry on banking business or business as an insurance or re-insurance company, insurance agent or insurance broker or any other business which may be prohibited by the Authority under the Regulations.

An offshore company can hold a bank account in the UAE for the purpose of conducting its routine operational transactions.

If an offshore company wishes to conduct trade or other business in the Free Zone or elsewhere in the UAE, it must obtain the appropriate license from the competent authorities.

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