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The New Jebel Ali Offshore Company Regulation 2018

Jebel Ali offshore company 2018

The New Jebel Ali Offshore Company Regulation 2018

Last Updated on March 4, 2020


If you want to own or hold Dubai freehold properties, then Dubai-based JAFZA offshore company is the best option and is also the usually preferred SPV/SPC for this purpose.

JAFZA Offshore jurisdiction has seen a lot of evolution in the last few years and has become the most sought-after jurisdiction for owning Dubai freehold properties in UAE.  JAFZA offshore company is the only one that is allowed by the Dubai Land Department to possess property in chosen freehold areas, thus transforming it into the common vehicle when it comes to corporate property ownership for global individuals or legal entities/businesses. The free zone authority has recently announced new more investor-friendly and flexible Offshore Company policies and regulations.

Key features of the new JEBEL Ali Offshore Companies Regulation 2018

The Jebel Ali Free Zone Offshore Companies Regulations 2018 actually completely replaces the Jebel Ali Free Zone Offshore Companies Regulations 2003. The New Offshore Regulations are not only more investor-friendly but also offer new opportunities for global investors to streamline their enterprises in the UAE. The JAFZA Offshore companies can also hold shares in the free zone and onshore businesses to make the operations of a business smoother within the Middle East and outside of the UAE.

Options of Visa

An Offshore company that possesses any property in one of the selected freehold areas is permitted to apply to JAFZA to get a residence visa for its members like its Shareholder and/or Director.

Class of Shares

The new regulation has come up with the specification to set up a separate class of shares and hence give an opportunity to its investors to exercise management control over the offshore company.

Registered Agent

Regulation 32.1 of the newly-announced Offshore company regulation 2018 reads as ”An Offshore Company shall at all times have a Registered Agent. This requirement is optional for Offshore Companies that maintain an office in the Zone”.

Registered Office

The regulation 30(1) of the newly-announced offshore company regulation 2018 states that an offshore company has to as a mandate at all times have its registered office, which should be an office that is maintained in the Zone by the company or an office that is maintained in the Zone or in Dubai by the company’s registered agent, and all the communications and notices are addressed here. As per the New Offshore Regulations, an Offshore Company is also allowed to hold a lease of property for using as their registered office in any of the chosen freehold areas in the UAE, have a stake in some other operating company in the UAE and also possess a property in one of the specified freehold areas.

Number of Directors

According to the new offshore regulation, the business affairs could be managed with one director and this could be a corporate body. The Regulation 33.1 of new JAFZA Offshore Company regulation states ”Subject to any limitations in the articles of association, the business and affairs of an Offshore Company shall be managed by at least one Director.”

The needed majority for passing any resolution

Contrary to the repealed JAFZA Offshore Company Regulation 2003, the new 2018 regulation mandates 75% of the members to vote in person or exercise their vote through a proxy at the company general meeting for which a statutory notice explaining the purpose of the resolution must be circulated to all the members.

Re- Domicile or transfer of incorporations

Regulation 111 & 116 of the new JAFZA Offshore Company, 2018 permits the businesses and organizations to re-domicile and also transfer to this jurisdiction if they are authorized by the laws of the jurisdiction in which it was incorporated. A JAFZA Offshore Company may need a resolution and an approval of Registrar of Offshore companies for applying to the relevant official or a government or public body of a particular foreign jurisdiction for transferring its incorporation to the foreign jurisdiction and also request that the Offshore Company should be continued as a foreign company.

Prohibition of loans to directors

AS per the new JAFZA Offshore regulation, it is strictly prohibited to giver a loan to a Director or to go into any guarantee or offer any security related to a loan made to a Director without the approval of members holding not less than 90% of the normal value of shares, thus giving a right for attending and voting at any meeting of the members.

Transformation of offshore company to onshore free zone company

An Offshore Company requires a resolution for applying to the Registrar if it decides to change its corporate form into a Free Zone Company in the Jebel Ali Free Zone. The date of this incorporation of the Free Zone Company would be the same as the Offshore Company and all the rights and obligations of the Offshore Company would continue with the Free Zone Company.

If you need professional advice, we will be more than happy to help in JAFZA offshore company formation or Company formation in Dubai. Do get in touch and our experts would guide you the next steps as per your requirements.


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