UAE Laws and Islamic Finance

Laws of the UAE and Islamic Finance

Archive for January 20, 2010

Incorporating an Offshore Company in the Jebel Ali Free Zone

 

 

An offshore company in the Jebel Ali Free Zone must be incorporated through a registered agent.  Global Advocates and Legal Consultants is currently a registered agent with the capacity to incorporate offshore companies in the Jebel Ali Free Zone.  Offshore companies can conduct the offshore company business through the office of the registered agent.

The offshore company formation process is initiated by one or more persons, who may be either natural or juristic (each an “incorporator”), submitting a signed application form to the registrar of offshore companies, together with the relevant prescribed supporting documents.  Every incorporator is deemed to have agreed to become a shareholder of the new offshore company.  The offshore company’s objects should normally be stated in the application form, but it is sufficient to state that the object of the offshore company is to engage in any lawful act or activity for which offshore companies may be organized under the regulations.   The following activities are currently prohibited activities for JAFZA offshore companies: Insurance, Banking, Financial, Professional Services, Consulting, Intellectual Property, Media, Security, Publishing, Advertising, Movie Production, Gambling, Casino, Game and Win, Advisory, Real Estate, Military, and Education.

The proposed capital of the offshore company should be stated in the application form. The information required on an application form should include the full names and addresses of the incorporators, the number of shares proposed to be held by them and the value of the shareholdings.  In addition, the names and addresses of the first directors (if different) and secretary, name, and addresses of the registered agents and any other particulars that the registrar may require.  The application form should also be accompanied by the offshore company’s proposed memorandum and articles of association, letter of appointment of registered agent, and application fees.  All applicants are required to sign the memorandum and articles of association at the Jebel Ali Free Zone Authority, Offshore Department. 

If an individual applicant, the applicant must also submit: a personal profile of the applicant, passport copy of the applicant, bank reference, proof of residence, and power of attorney to registered agent to incorporate the offshore company on the applicant’s behalf.

If a corporate applicant, the applicant must also submit: a certificate of registration of the company duly attested by the UAE Embassy/Consulate in country of origin; a certificate of good standing of the company duly attested by the UAE Embassy/Consulate in the country of origin; Memorandum and Articles of Association of the company duly attested by the UAE Embassy/Consulate in the country of origin;  a Board Resolution calling for the establishment of an offshore company duly attested by the UAE Embassy/Consulate in the country of origin; and a power of attorney to registered agent to incorporate the offshore company on the applicant’s behalf.  In addition, all of these documents will require notarization and legalization from the Ministry of Foreign Affairs in the Country of Incorporation.

*JAFZA offshore will be the only offshore entity that can register property at RERA in DUBAI.  Please see following article: http://www.emirates247.com/property/real-estate/offshore-firms-need-jafz-noc-for-freehold-title-2010-11-02-1.312332

UAE Laws and Islamic Finance

Laws of the UAE and Islamic Finance