Regulations made under Dubai Laws No. 1 and 4 of 2001 for the formation, operation and winding up of Jafza offshore companies: shares, directors' duties, accounts and audit, takeovers and the Registrar's enforcement powers; effective on issuance and repealing the 2018 regulations.
The Jebel Ali Free Zone Offshore Companies Regulations 2023 govern the formation, administration and winding up of Jafza offshore companies, the Dubai holding vehicle most often compared with a RAK ICC company. Regulation 2 records that they were made by the Chairman of the Dubai Ports, Customs and Free Zones Corporation under Dubai Laws No. 1 and 4 of 2001; Regulation 3 brings them into force on issuance; and Regulation 4 repeals and replaces the 2018 Regulations and provides that Federal Decree-Law No. 32 of 2021 on commercial companies does not apply to an offshore company except on matters the Regulations do not cover.
An offshore company has the capacity of a natural person (Regulation 13). It may carry on any lawful activity the Registrar permits, and Regulation 14.2 lists what it may do in the UAE: engage local legal, accounting and management providers, keep its books and hold meetings here, lease premises for its registered office, own property in designated freehold areas, hold a stake in another UAE company and keep a UAE bank account. Anything beyond that in the Zone or elsewhere needs the licence of the competent authority (Regulation 14.3). Bearer shares are prohibited (Regulation 22).
Administration rests on a registered office, which may be an office in the Zone, property the company owns in a designated freehold area or the office of its registered agent in Dubai (Regulation 31), and on a registered agent approved by the Authority, required unless the company keeps its own office in the Zone (Regulation 32). At least one director is required and nominee directors are permitted (Regulation 33); a secretary must be appointed (Regulation 44) and a register of directors and secretary kept at the registered office (Regulation 45). A general meeting must be held each year, never more than 18 months apart (Regulation 47).
Accounting records are kept for ten years (Regulation 59). Accounts for periods of no more than 18 months are approved and signed by the directors and, within six months after the period ends, audited by an Authority-approved auditor and laid before a general meeting (Regulations 60, 63 and 67). Distributions are barred where the company would be unable to pay its liabilities as they fall due (Regulation 68).
The Registrar collects the Schedule 2 fees (Regulation 120), may order compliance with filing duties after a 14-day notice (Regulation 121), and may strike off a defunct company after three months' notice (Regulation 122), a company that breaches Regulation 14 or threatens the Zone's repute (Regulation 123), or a company that ignores a 30-day fee demand for a further two months, with restoration possible within two years (Regulation 124). Regulation 118 allows conversion into a free zone company. The Regulations are in force; the published text on jafza.ae ends within Part 19, so Part 20 and Schedule 3 on offences could not be read.
Offshore companies incorporated in the Jebel Ali Free Zone and registered with the Authority, their members, directors, secretaries, registered agents and auditors, and the Registrar of Offshore Companies who administers the register and enforces the Regulations.
| Regulation 2 | The Regulations are made by the Chairman of the Dubai Ports, Customs and Free Zones Corporation under the authority given by Dubai Laws No. 1 and 4 of 2001. |
| Regulation 4 | Repeals and replaces the Jebel Ali Free Zone Offshore Companies Regulations 2018 and provides that Federal Law No. 32 of 2021 on commercial companies does not apply to an offshore company except on matters the Regulations do not cover. |
| Regulation 14 | An offshore company may carry on lawful activities permitted by the Registrar and, within the UAE, may engage local professional advisers, keep records and hold meetings, lease registered-office premises, own property in designated freehold areas, hold shares in another UAE company and keep a UAE bank account; other business needs the competent authority's licence. |
| Regulation 22 | It is not lawful for an offshore company to issue bearer shares. |
| Regulation 31 | The registered office must be an office in the Zone, property the company owns in a designated freehold area in the UAE, or the office of its registered agent in Dubai; documents may be served there. |
| Regulation 32 | A company must at all times have a registered agent approved by the Authority unless it maintains its own office in the Zone; changes of agent must be notified to the Registrar and non-compliance is an offence. |
| Regulation 33 | At least one director is required; persons under 18, disqualified persons and undischarged bankrupts may not act, and a nominee director is permitted. |
| Regulations 44–45 | Every offshore company must appoint a secretary and keep a register of directors and the secretary at its registered office with the particulars the Registrar prescribes. |
| Regulation 47 | A general meeting must be held in each year; the first may be held within 18 months of incorporation and no more than 18 months may pass between meetings. |
| Regulations 58–60 | Accounting records must show and explain transactions and are retained for ten years; accounts cover periods of no more than 18 months, follow principles approved by the Registrar, are approved and signed by the directors and, within six months after the period ends, are audited and laid before a general meeting. |
| Regulation 68 | No dividend or distribution may be paid where there are reasonable grounds to believe the company is or would become unable to pay its liabilities as they fall due, or its assets would fall below its liabilities plus issued capital and share premium; knowing recipients must repay (Regulation 69). |
| Regulations 122–124 | The Registrar may strike off a defunct company after inquiry and three months' notice, a company that breaches Regulation 14 or endangers the Zone's good repute after a show-cause letter and three months' notice, or a company that ignores a 30-day fee demand for two further months, with restoration within two years. |
Failing to keep a registered agent, to file required documents or to give required notices is an offence, and the Registrar may order the company and its officers to comply at their cost after a 14-day notice (Regulations 32.7 and 121). The Registrar may strike the company off for inactivity, for breach of the Regulation 14 activity limits, to protect the good repute of the Zone, or for unpaid fees, each after notice periods of three months or 30 days plus two months (Regulations 122 to 124), and may require a deposit of up to Dhs 50,000 towards investigation costs (Regulation 103). Part 20 and Schedule 3, which set the punishment of offences and the fine amounts, were not readable in the published text.
When a client wants a Dubai-registered holding company for shares, intellectual property or a Dubai freehold property, we compare the Jafza offshore company with the RAK ICC company. Both are international business vehicles that may hold UAE assets but are not licensed to trade onshore; the Jafza company's advantage is Regulation 14.2, which lets it own property in designated freehold areas and sit in a Dubai Land Department chain of title, while RAK ICC is usually cheaper to run and we are a certified RAK ICC registered agent. For Jafza offshore work we coordinate the Authority-approved registered agent under Regulation 32, keep the director and secretary register under Regulation 45, run the annual general meeting cycle under Regulation 47 and the six-month audit deadline under Regulation 60, and watch the fee cycle, because Regulation 124 turns an unpaid invoice into a strike-off within three months. Regulation 118 also gives clients a route to convert an offshore company into a Jafza free zone company if they later want to trade.
PCFC Law
Establishes the Ports, Customs and Free Zone Corporation as the public corporation supervising Dubai Customs and the free zone authorities, including JAFZA, approving the…
JAFZA Establishing Decree
Creates the Jebel Ali Free Zone Authority as a legal entity of the Government of Dubai based at Jebel Ali Port, with power to supervise the free zone, issue regulations a…
Jafza Companies Implementing Regulations
Implementing regulations for onshore Jafza companies (FZE, FZCO, PLC and branches), issued in Dubai on 23 May 2016 and listed by Jafza among its current rules and regulat…
Jafza Rules 2023
Ninth edition of the free zone rulebook, issued 22 March 2023 under Decree No. 1 of 1985 as amended: licences, premises leases and sub-leases, building and insurance obli…
RAK ICC Business Companies Regulations 2018
Principal company law of the RAK ICC registry, made under Ras Al Khaimah Decree No. 4 of 2016: incorporation, re-registration and transitional provisions, company types (…
Commercial Companies Law
The principal law for onshore UAE companies: it sets out the permitted legal forms (joint liability, limited partnership, LLC, private and public joint stock), incorporat…
Dubai Real Property Registration Law
Makes the Land Department the sole registrar of real property rights in Dubai and gives the Property Register conclusive effect absent fraud; Article 4 limits ownership t…
Beneficial Owner Procedures 2023
The current UAE beneficial ownership regime, replacing Cabinet Decision No. 58 of 2020. Companies licensed in the mainland and in non-financial free zones must identify t…
Whether you are establishing a new venture, restructuring an existing enterprise, or exploring residency pathways — we are here to advise.
Arrange a Consultation →