What is an offshore company in the UAE?
A UAE offshore company is a company registered with RAK ICC in Ras Al Khaimah, JAFZA Offshore in Dubai or Ajman Free Zone to hold assets and do business outside the UAE. It receives a certificate of incorporation, not a trade licence. In JAFZA's own words, an offshore company "cannot conduct any commercial activity with persons within the United Arab Emirates".
Offshore does not mean unregulated: every offshore company is formed through a registered agent and must keep proper records, declare its beneficial owners and register for corporate tax.
What an offshore company can do
- Hold shares in companies abroad and in the UAE, including a free zone or mainland operating company.
- Own intellectual property such as trademarks, patents, copyrights and software rights.
- Trade with and serve customers outside the UAE.
- Own property in designated freehold areas, where the registry and the land department allow it.
- Keep a UAE bank account, keep its books in the UAE and hold board meetings there.
What it cannot do
- Sell goods or services to customers in the UAE without a separate licence from a UAE authority.
- Run UAE operations from local premises or sponsor residence visas as standard. Its registered office is normally its registered agent's address.
- Issue bearer shares. RAK ICC and JAFZA both prohibit them.
- Provide financial services by way of business. RAK ICC's regulations bar this anywhere in the world.
Who an offshore company suits, and who it does not
An offshore company suits owners who need a UAE holding or asset vehicle rather than a UAE operating business. Typical uses are:
- a holding company for shares in operating companies in several countries
- an intellectual property company that licenses brands or software
- a family holding vehicle for succession planning
- an international trading or consulting company with clients outside the UAE
- a joint venture or project vehicle
It is the wrong choice if you need a UAE residence visa, UAE customers, a local office or staff. A free zone or mainland company fits better then: see our mainland vs free zone guide and the UAE free zones overview. You can also combine the two: RAK ICC's Premium Product pairs a RAK ICC holding company with an operating subsidiary in RAKEZ, which can lease premises and sponsor visas. At JAFZA, an offshore company can later convert into a JAFZA free zone company (FZE or FZCO); the service guide lists a conversion fee of AED 3,000 plus registration, licence and facility costs.
The three UAE offshore registries compared
The three main UAE offshore registries are RAK ICC, JAFZA Offshore and Ajman Free Zone, and only RAK ICC and JAFZA publish their offshore rules and fees online. Ajman Free Zone lists offshore among its licence types but does not publish an offshore fee schedule or rulebook.
| Feature | RAK ICC | JAFZA Offshore | Ajman Free Zone offshore |
|---|---|---|---|
| Emirate | Ras Al Khaimah | Dubai (Jebel Ali) | Ajman |
| Governing rules | RAK ICC Business Companies Regulations 2018 | Jebel Ali Free Zone Offshore Companies Regulations 2023 | Not published online |
| Shareholders | 1 to 50, individuals or companies | 1 or more, no maximum | Confirm with AFZ |
| Directors and secretary | At least 1 director, one of them a natural person | At least 1 director and a company secretary | Confirm with AFZ |
| Foreign corporate documents | Legalisation not required; certified copies | Notarised and attested by the UAE Embassy | Confirm with AFZ |
| Registry's stated processing time | 2 working days after complete documents | 5 to 7 working days | Not published |
| Audit | No audit rule in the 2018 regulations for a standard company; records must show the financial position | Annual audit, within 6 months of the period end | Confirm with AFZ |
RAK ICC was created under Decree No. 12 of 2015 and reports more than 40,000 incorporations from over 160 nationalities. It offers companies limited by shares or by guarantee, restricted purposes companies, segregated portfolio companies, unlimited companies and foundations. For the wider emirate, see business setup in Ras Al Khaimah.
JAFZA Offshore companies are registered by the Jebel Ali Free Zone Authority through the Dubai Trade portal, and only a JAFZA registered agent can file.
Ajman Free Zone runs an offshore department (06 701 1673) and promotes its offshore licence for intellectual property holding companies. Ask AFZ for current fees in writing. For its onshore products, see our Ajman Free Zone guide.
Offshore company setup cost in 2026
A UAE offshore company costs from AED 3,250 in registry fees for one year with RAK ICC, or AED 10,000 to register with JAFZA Offshore, plus the registered agent's fee. These are the registries' published figures, checked on 22 October 2026.
| Fee | RAK ICC (fee schedule effective 1 January 2026) | JAFZA Offshore (service guide) |
|---|---|---|
| Incorporation or registration | AED 3,250 for 1 year; AED 6,700 for 2 years; AED 9,600 for 3 years | AED 10,000 |
| Annual renewal | AED 3,950 for 1 year | AED 2,500 |
| Late renewal | Renewal fee plus 10% to 50%, rising each month from the second month | AED 120 per 30 days |
| Extra activities or people | AED 550 per activity above three; AED 200 per extra individual and AED 400 per extra corporate shareholder or director above three | AED 50 per specimen signature |
| Common certificates | Good standing AED 750; incumbency AED 1,000; property NOC AED 1,250 each | Good standing AED 200; incumbency AED 400; property NOC AED 200 |
| Enhanced due diligence cases | AED 7,000 differential price on top of normal fees | Not listed |
Registry fees exclude the registered agent's own fees, notarisation or attestation of documents in India, bank account support, bookkeeping, any audit and corporate tax work. RAK ICC's renewal fee is higher than its first-year fee, so budget AED 3,950 from year two, and RAK ICC states its fees can change without notice. Ofin does not publish an offshore package price; it gives an all-inclusive quote after reviewing your structure.
Company types, registered agent and ownership
Every UAE offshore company is formed through a registered agent. RAK ICC requires one at all times and incorporates only through agents. JAFZA accepts applications only from its approved agents and requires one unless the company keeps an office in the zone. The agent files documents, keeps the company's records and usually provides the registered office address.
Ownership is open to foreign individuals and companies, with no local partner. RAK ICC offers 100% foreign ownership and allows corporate directors if at least one director is a natural person.
Ongoing duties differ by registry:
- RAK ICC: file an annual return within 30 days of each incorporation anniversary, keep records that show the financial position for at least five years, and renew every year or for up to three years at a time.
- JAFZA Offshore: keep accounting records for 10 years, have accounts audited within six months after each financial period ends, hold a general meeting every year and renew annually.
- Both: report changes in shareholders, directors and beneficial owners promptly. At RAK ICC, a company that has not renewed within six months of expiry is struck off.
Visas, office, property and bank accounts
An offshore company does not give you a UAE residence visa or an office as standard; its registered office is usually its registered agent's address.
There are two narrow exceptions. Under regulation 31.2 of JAFZA's 2023 regulations, an offshore company that owns property in a designated freehold area may apply to JAFZA for residence visas for its members; approval depends on JAFZA's eligibility requirements and is not automatic. A RAK ICC company can also own a RAKEZ subsidiary that sponsors visas. If residence is your main goal, compare the golden visa and investor visa routes first.
Property. JAFZA's regulations allow an offshore company to own property in designated freehold areas in the UAE and to use it as its registered office. RAK ICC promotes its companies for holding real estate and charges AED 1,250 for a no objection certificate per property; JAFZA charges AED 200 for its letter to own property. Check the land department's requirements before you sign a purchase.
Bank accounts. An offshore company can hold a UAE bank account, but opening one is a separate process with the bank. RAK ICC supplies the incorporation documents and leaves the decision to the bank. Banks review the business model, the countries involved, the shareholders and the source of funds. See our corporate bank account guide.
Corporate tax, ESR and UBO rules for offshore companies
A UAE offshore company is generally a resident taxable person for UAE corporate tax, because it is incorporated under UAE legislation. It is not automatically tax-free.
| Rule | What applies in 2026 |
|---|---|
| Corporate tax rate | 0% on taxable income up to AED 375,000; 9% above |
| Registration deadline | Within 3 months of incorporation (FTA Decision No. 3 of 2024) |
| Late registration penalty | AED 10,000 |
| Tax return and payment | Within 9 months of the end of the tax period |
| Small Business Relief | Can be elected if revenue is AED 3,000,000 or less in the period and all earlier periods, for tax periods ending by 31 December 2029; not available to Qualifying Free Zone Persons or MNE group members |
| Economic substance reports | Cancelled for financial years ending after 31 December 2022 |
| Beneficial owners | Anyone owning or controlling 25% or more; changes reported to the registrar within 15 days |
| VAT | Mandatory registration above AED 375,000 of taxable supplies and imports in 12 months; voluntary above AED 187,500 |
For holding companies, dividends from UAE resident companies are exempt income. Income from a participating interest of 5% or more in a foreign company can also be exempt if the Article 23 conditions are met, including a 12-month holding period and a minimum level of tax on the subsidiary.
FTA guidance does not say whether an offshore company can be a Qualifying Free Zone Person, so treat the 0% free zone rate as unavailable unless your adviser confirms otherwise. The regime also needs adequate substance in a free zone: assets, full-time employees and operating expenditure there, which a company with no premises or staff will find hard to show.
Economic substance reporting ended under Cabinet Decision No. 98 of 2024, but earlier-year obligations and penalties remain. Beneficial ownership rules under Cabinet Decision No. 109 of 2023 cover registered legal persons, including in commercial free zones: JAFZA requires a UBO KYC form from offshore companies, and RAK ICC a UBO and nominee declaration. More detail is in our corporate tax guide and VAT registration guide.
Offshore vs free zone vs mainland
Choose offshore for holding and international activity, a free zone for an operating base with visas, and mainland to sell directly across the UAE.
| Question | Offshore | Free zone | Mainland |
|---|---|---|---|
| What you receive | Certificate of incorporation | Licence from the free zone authority | Licence from the emirate's economic department |
| Selling in the UAE | Not without a separate UAE licence | Not on the mainland without a specific mainland licence | Within and outside the UAE |
| Residence visas | None as standard | Available, within the free zone's quota | Available, in line with premises and activity |
| Corporate tax | 0% up to AED 375,000, 9% above | 0% on qualifying income if Qualifying Free Zone Person conditions are met | 0% up to AED 375,000, 9% above |
For Dubai's onshore route, see Dubai mainland company setup.
Setting up a UAE offshore company from India
Indian residents can own a UAE offshore company only within FEMA's Overseas Investment rules, through their authorised dealer (AD) bank. Any subscription to the unlisted shares of a foreign company counts as overseas direct investment (ODI).
The main rules, from the RBI's Overseas Investment Directions 2022:
- Limited liability. The foreign entity must have limited liability, so a RAK ICC unlimited company does not fit an ODI structure outside strategic sectors.
- Resident individuals. ODI is allowed only in an operating foreign entity that is not in financial services. A resident individual must not control a foreign entity that has subsidiaries or step-down subsidiaries. Control includes 10% or more of voting rights. In practice, a holding company with subsidiaries under it is not open to an Indian resident individual who controls it.
- Funding. A resident individual invests within the Liberalised Remittance Scheme limit of USD 250,000 per financial year. Pre-incorporation remittances are capped at USD 100,000 per foreign entity and count towards LRS.
- Indian companies. An Indian company can make ODI within its financial commitment limit and can hold step-down subsidiaries. A structure that invests back into India with more than two layers of subsidiaries is not allowed.
- Reporting. The AD bank obtains a Unique Identification Number (UIN) from the RBI before you remit money or acquire shares, and you give the bank the share certificates within six months. An Annual Performance Report is due by 31 December every year. Where you control the company, it is based on audited accounts, so plan for an audit even at RAK ICC.
These rules bind persons resident in India under FEMA, so confirm your residential status first. Notarise documents early, with attestation where JAFZA needs it (see our attestation guide), and take Indian tax advice on dividends and on where the company is managed. For the full journey, read business setup in Dubai from India.
How Ofin helps
Ofin's UAE desk forms offshore companies with RAK ICC, JAFZA Offshore and Ajman Free Zone, working with each registry's registered agents. The work typically covers:
- advising whether offshore fits, and which registry and licence type to use
- collecting, notarising and checking shareholder and corporate documents
- name reservation, memorandum and articles, and agent appointment
- following the application through to the certificate of incorporation
- bank account introductions and help with the bank's documents
- annual renewals, corporate tax registration and accounting
- advice on India and UAE tax and FEMA rules for Indian shareholders
Ofin plans for about two to four weeks from first call to certificate, depending on the registry and how quickly documents are ready. Ofin Legal has a 4.9★ Google rating and has served 5,000+ clients since 2019. Its UAE desk trades as Ofin Global. Call or WhatsApp the UAE desk on +971 50 523 5779.
