Offshore Company Setup in Dubai: RAK ICC vs JAFZA Offshore

Offshore company setup in Dubai means choosing between two registries with published regulations, and only one of them is in Dubai. JAFZA Offshore sits in the Jebel Ali Free Zone under the JAFZA Offshore Companies Regulations 2023. RAK ICC, the RAK International Corporate Centre, registers companies in Ras Al Khaimah under its Business Companies Regulations 2018. Both can hold shares and keep a bank account within the limits their regulations set. Neither may trade without the licence or authorisation those regulations require, and both are Resident Persons for corporate tax.

We form offshore companies at both registries for founders abroad and in the UAE. We choose the registry with you and draft the constitution. We file through a licensed or approved registered agent, record the beneficial owners and register the company with the Federal Tax Authority. The bank introduction comes next. Our UAE company formation overview covers the other routes.

Quick facts	Value
Registries	JAFZA Offshore (Jebel Ali Free Zone, Dubai); RAK ICC (Ras Al Khaimah)
Local company form	JAFZA offshore company (name ends in "Limited") or RAK ICC company limited by shares, equivalent of an LLC / private limited company
Minimum directors	One (JAFZA Reg. 44; RAK ICC Reg. 114(4))
Registered agent	Mandatory (RAK ICC Reg. 92; JAFZA Reg. 32, unless the company has a zone office)
Minimum share capital	None at JAFZA Offshore; the application states capital, number and par value of shares (Reg. 5.3(d))
Trading inside the UAE	Licence needed at JAFZA (Reg. 14.3); RAK ICC authorisation needed for business with persons in its Zone (Reg. 40(5))
Corporate tax status	Resident Person; FTA registration within three months of incorporation
Corporate tax rates (ordinary taxable persons)	0% on taxable income up to AED 375,000, 9% above (rates applicable in 2026)
Bank account	UAE account permitted at JAFZA (Reg. 14.2(g)); at RAK ICC, an account in its Zone for routine operational transactions (Reg. 40(6))

What Is an Offshore Company in the UAE?

A UAE offshore company is formed to own and hold, not to sell into the UAE market. JAFZA requires a licence for business activity in the Jebel Ali Free Zone or elsewhere in the UAE (Reg. 14.3). RAK ICC bars business with persons in its Zone unless it expressly authorises it (Reg. 40(5)). RAK ICC's Regulations define the Zone as the area within its geographic limits as specified by the Ruler of Ras Al Khaimah, not the whole UAE.

Searchers type "offshore company in Dubai" for both, but only JAFZA Offshore is a Dubai registry: its regulations were issued under Dubai Laws No. 1 and 4 of 2001. RAK ICC works under regulations of the Government of Ras Al Khaimah, even when the founder lives in Dubai.

What is RAK ICC?

RAK ICC is the RAK International Corporate Centre, the offshore company registry of Ras Al Khaimah. Its companies are governed by the RAK ICC Business Companies Regulations 2018 and the Registered Agent Regulations 2018. Regulation 5(1) provides a company limited by shares, two kinds of company limited by guarantee and an unlimited company, and the Regulations also provide for segregated portfolio companies.

What is a JAFZA offshore company?

A JAFZA offshore company is a limited liability company (LLC), not a partnership, incorporated in the Jebel Ali Free Zone under the JAFZA Offshore Companies Regulations 2023. Those Regulations repealed the 2018 version. The name ends in "Limited", one incorporator is enough, and the Commercial Companies Law applies only where the Regulations are silent (Reg. 4.3).

RAK ICC is not RAKEZ. RAKEZ, the Ras Al Khaimah Economic Zone, licenses free zone and non-free zone companies, and our Ras Al Khaimah business setup guide covers it. A company with no UAE link at all may sit better in BVI, Seychelles or the Cayman Islands.

What a UAE Offshore Company Can and Cannot Do

The regimes draw the line in different places. JAFZA lists what an offshore company may do in the UAE (Reg. 14.2). RAK ICC lists what its companies may not do (Reg. 40(5)) and what does not count as business with persons in its Zone (Reg. 40(6)).

What the regulations allow

Shareholdings. JAFZA: shares in UAE operating companies (Reg. 14.2). RAK ICC: interests in a company that carries on business in its Zone (Reg. 40(6)).
Bank account. JAFZA: a UAE bank account, expressly permitted (Reg. 14.2(g)). RAK ICC: an account in its Zone for routine operational transactions (Reg. 40(6)).
Advisers, records and meetings. JAFZA: UAE advisers, records and meetings in the UAE (Reg. 14.2). RAK ICC: lawyers, accountants, management companies, books, records and directors' or members' meetings in its Zone (Reg. 40(6)).
Property and assets. JAFZA: property in designated freehold areas of the UAE (Reg. 14.2). RAK ICC: assets in areas of its Zone that RAK ICC designates (Reg. 40(6)).

What the regulations prohibit

Unlicensed business activity. JAFZA requires a licence for business activity in the Jebel Ali Free Zone or elsewhere in the UAE (Reg. 14.3).
Business with persons in the RAK ICC Zone. Only with express RAK ICC authorisation, and never business that RAK ICC regulations prohibit (Reg. 40(5)).
Financial services. A RAK ICC company may not provide them by way of business anywhere in the world (Reg. 40(5)).
Bearer shares. Prohibited at both registries (JAFZA Reg. 22, RAK ICC Reg. 50), and RAK ICC also bars converting registered shares into bearer shares.

Residence visas and the JAFZA conversion route

JAFZA has a written visa route. A JAFZA offshore company that owns property in a designated freehold area may apply for residency visas for its members, subject to JAFZA eligibility (Reg. 31.2). For visas tied to staff and an operating business, a free zone company fits better, because visas come through the zone authority. A JAFZA offshore company can also convert into a JAFZA free zone company without starting over (Reg. 118).

Offshore Company Setup in Dubai: RAK ICC or JAFZA Offshore?

Both registries offer limited liability companies and ban bearer shares. The choice follows the asset.

Point	RAK ICC	JAFZA Offshore
Location	Ras Al Khaimah	Jebel Ali Free Zone, Dubai
Company types	Limited by shares, limited by guarantee (with or without shares), unlimited, segregated portfolio	Limited liability company, name ending in "Limited"
Directors	At least one at all times (Reg. 114(4))	At least one: a natural person aged 18 or over, or an approved corporate director (Reg. 44)
Registered agent	Licensed by the Registrar, required at all times (Reg. 92)	JAFZA-approved, required unless the company has a zone office (Reg. 32)
Registered office	In the UAE at the agent's office, never a PO box (Reg. 91)	The agent's Dubai office, a zone office or owned freehold property (Reg. 31)
Local business	None with persons in the RAK ICC Zone without authorisation (Reg. 40(5))	Licence required in the zone or elsewhere in the UAE (Reg. 14.3)
Property	Assets in Zone areas designated by RAK ICC (Reg. 40(6))	Designated freehold areas of the UAE (Reg. 14.2)
Annual duty	Annual return within 30 days after each incorporation anniversary (Reg. 262)	Annual general meeting; audited accounts within six months (Reg. 60)

We propose JAFZA Offshore for property in a designated freehold area, member visas through that property, or a later JAFZA free zone company (Regs. 14.2, 31.2, 118). The trade-off is a mandatory company secretary and an annual audit (Regs. 44, 60). We propose RAK ICC when the structure needs a guarantee company or an unlimited company (Reg. 5(1)), or segregated portfolios. The company must not offer financial services, which Reg. 40(5) bans worldwide.

Offshore Company or Free Zone Company?

A JAFZA offshore company is incorporated in a free zone (Reg. 4.2), so the two get confused. The legal position differs. A free zone company holds a licence from its zone authority for a list of activities, and 100% foreign ownership is the norm.

Point	Offshore company	Free zone company
Business in the UAE	Licence needed at JAFZA (Reg. 14.3); RAK ICC authorisation for business with persons in its Zone (Reg. 40(5))	Licensed activities; mainland sales through a distributor, branch or mainland company, or in Dubai a DET licence or permit (Executive Council Resolution No. 11 of 2025)
Office	Registered office at the registered agent's office (RAK ICC Reg. 91, JAFZA Reg. 31)	An office under the zone's rules, from a virtual desk or flexi desk upward
Residence visas	JAFZA: members may apply through designated freehold property (Reg. 31.2)	Through the zone authority; the number depends on the package or office
Corporate tax	Resident Person; FTA registration within three months of incorporation	QFZP meeting every condition: 0% on qualifying income, 9% on other taxable income; otherwise 0% up to AED 375,000 and 9% above
Audit	JAFZA every year (Reg. 60)	Set by each zone (DMCC within six months); every QFZP under Ministerial Decision No. 84 of 2025

Choose a free zone company for a licensed business with staff or a visa quota, and an offshore company when its job is to own. A free zone company's mainland sales still need a distributor, branch or mainland company, or in Dubai a DET licence or permit under Executive Council Resolution No. 11 of 2025. Some structures use both, with a JAFZA offshore company holding the shares of a licensed free zone company (Reg. 14.2). Our free zone company setup guide covers the zones and the Qualifying Free Zone Person conditions. Our business setup in Dubai guide compares all three routes, the onshore mainland included.

How to Register an Offshore Company in the UAE: Step by Step

As your formation agent, we prepare the file and work through the registered agent that each registry requires. JAFZA also publishes its own guide to setting up an offshore company.

Choose the registry and company type. RAK ICC for its wider choice of company types, JAFZA for designated freehold property or a later free zone licence.
Appoint the registered agent. The agent's office normally becomes the registered office (RAK ICC Reg. 91, JAFZA Reg. 31).
Settle name, capital and officers. A JAFZA name ends in "Limited", and the application states capital, number and par value of shares (Reg. 5.3(d)). Appoint at least one director and, at JAFZA, a secretary (Reg. 44).
Pass KYC and record the beneficial owners. Everyone with 25% or more of capital or votes is recorded under Cabinet Decision No. 109 of 2023.
Incorporation. The registry incorporates the company, and we deliver the incorporation documents, constitution and statutory registers.
Corporate tax registration. We register the company with the Federal Tax Authority on EmaraTax within three months of incorporation (FTA Decision No. 3 of 2024).
Bank account. We prepare the bank file and make the introduction.

Required Documents

We collect the KYC pack for the registered agent's review:

Individuals (shareholders, directors, secretary, beneficial owners): passport copy and proof of residential address.
Corporate shareholders: certificate of incorporation, constitution, register of directors and shareholders, and a board resolution approving the investment.
Ownership chart: every individual with 25% or more of capital or votes.
Company details: proposed name, share capital and par value, and the principal activities, which RAK ICC asks for again in each annual return (Reg. 262).

Documents issued abroad may need certification. JAFZA's setup guidance for its free zone companies asks foreign corporate shareholders for documents attested at the UAE embassy. We plan for that attestation until the registered agent confirms the form for the offshore file.

Timeline and What Our Package Covers

Incorporation time turns on three things: a complete KYC file, attestation of corporate shareholder documents, and the registered agent's review. We confirm the filing date once the file is complete. Incorporation then starts the statutory deadlines: the beneficial owner register and filing within 60 days and FTA registration within three months (see the compliance table).

Our package covers the registry choice, the registered agent appointment, name approval, constitution and officer documents, the beneficial owner record, FTA registration and the bank introduction. Annual returns, bookkeeping and audit coordination run under our accounting and tax compliance service.

What an offshore company costs depends on the registry, the company type, the number of shareholders and directors, and the documents to attest. The JAFZA secretary and audit, the RAK ICC annual fee and the accounting you add also count. We quote every case in writing.

Tax Overview for UAE Offshore Companies

The claim that offshore companies sit outside UAE corporate tax and file nothing is wrong. The FTA's registration timeline guidance CTP001 applies the resident timelines equally to "Offshore Companies" incorporated or recognised under UAE legislation. An offshore company is therefore a Resident Person. One incorporated on or after 1 March 2024 registers within three months of incorporation (FTA Decision No. 3 of 2024). Corporate filings come on top: yearly audited accounts at JAFZA (Reg. 60) and an annual return at RAK ICC (Reg. 262).

The headline corporate tax rate is 9% (rate applicable in 2026) on taxable income above AED 375,000, with 0% below that threshold for ordinary taxable persons. Returns are due within nine months after each tax period, and withholding tax is 0%. Our corporate tax rates by country table compares it.

Late registration carries a fixed administrative penalty under Cabinet Decision No. 75 of 2023. The FTA waives or refunds it if the first return is filed within seven months of the end of the first tax period. That relief was approved on 14 April 2025 and reaches back to 1 June 2023.

Three further points matter. Economic substance reporting has ended: it covered only financial years ending on or before 31 December 2022. VAT registration at 5% is mandatory above AED 375,000 of taxable supplies and imports in 12 months, with a voluntary threshold of AED 187,500. Groups with revenue of EUR 750 million or more face the 15% Domestic Minimum Top-up Tax for years from 1 January 2025.

Banking for UAE Offshore Companies

JAFZA lists a UAE bank account among an offshore company's permitted activities (Reg. 14.2(g)). RAK ICC treats a bank account kept in its Zone for routine operational transactions as outside its ban on business with persons in the Zone (Reg. 40(6)).

Permission is not approval. The bank decides after its own due diligence on the company, its beneficial owners and its expected transactions. We build that file from the incorporation documents, the statutory registers and the beneficial owner record, then make the introduction through our bank account opening service.

Compliance and Reporting Obligations

Offshore does not mean filing-free. Each registry runs its own calendar, and the federal corporate tax and beneficial owner rules sit on top.

Obligation	Applies to	Rule
Annual return	RAK ICC	Within 30 days after each incorporation anniversary, stating company type and principal activities, with the annual fee (Reg. 262); missing it lets the Registrar strike the company off
Annual general meeting	JAFZA Offshore	Every year
Audited accounts	JAFZA Offshore	Financial periods of up to 18 months, audited and presented within six months (Reg. 60)
Records	JAFZA Offshore	Kept for 10 years
Beneficial owners	Both	25% of capital or votes; register and filing with the registrar within 60 days, updates within 15 days. At RAK ICC the registered agent keeps the record, and RAK ICC has its own Beneficial Ownership Regulations 2019
Corporate tax	Both	FTA registration within three months of incorporation; return within nine months after each tax period

The JAFZA Offshore Companies Regulations allow a nominee director that is a JAFZA-approved corporate director and not the registered agent (Reg. 33.3). Under Cabinet Decision No. 109 of 2023, a nominee board member must notify the company within 15 days (Art. 9). The shareholder register records whom each nominee represents (Art. 10). CF24 does not provide nominee directors or nominee shareholders.

Forming a UAE Offshore Company as a Non-Resident

A non-resident founder deals with the registry through the registered agent, whose office normally serves as the registered office (RAK ICC Reg. 91, JAFZA Reg. 31). Under Cabinet Decision No. 109 of 2023 (Art. 11(4)), the company also names to the registrar a natural person residing in the UAE who can disclose its beneficial owner data. The RAK ICC provisions we checked set no residency requirement for directors. JAFZA asks for directors who are natural persons aged 18 or over, or an approved corporate director (Reg. 44).

The tax position stays the same. Offshore companies incorporated under UAE legislation are Resident Persons, so FTA registration within three months and annual returns apply to a non-resident's company too.

For a non-resident who also wants UAE residence, the JAFZA property route above applies (Reg. 31.2). Banks decide independently, so we start the bank file at the KYC stage. Our director requirements comparison shows how other jurisdictions treat non-resident directors.

Frequently Asked Questions

How do I open an offshore company in the UAE?

Choose RAK ICC or JAFZA Offshore, appoint a registered agent, settle the name, capital and officers, and pass KYC with the beneficial owner details. The registry then incorporates the company. You register it with the Federal Tax Authority within three months of incorporation, and the bank account follows.

What are the benefits of an offshore company in Dubai?

A JAFZA offshore company can own shares in UAE operating companies and property in designated freehold areas, keep a UAE bank account and meet in the UAE (Reg. 14.2). It can later convert into a JAFZA free zone company (Reg. 118). Inside the RAK ICC Zone, RAK ICC companies may hold interests in companies doing business there, keep a bank account for routine transactions and hold meetings (Reg. 40(6)).

Do UAE offshore companies pay corporate tax?

They are Resident Persons for UAE corporate tax, so the answer depends on taxable income, not on the offshore label. Each one registers with the Federal Tax Authority within three months of incorporation. For ordinary taxable persons the rates are 0% up to AED 375,000 of taxable income and 9% above it.

Can a UAE offshore company own property in Dubai?

A JAFZA offshore company can. The 2023 Regulations allow it to own property in designated freehold areas of the UAE (Reg. 14.2) and use that property as its registered office (Reg. 31). Subject to JAFZA eligibility, its members may then apply for residency visas (Reg. 31.2). When Dubai property is the purpose, we propose JAFZA Offshore.

Is a JAFZA offshore company a free zone company?

No. It is incorporated in the Jebel Ali Free Zone (Reg. 4.2), but business activity in the zone or elsewhere in the UAE needs a licence (Reg. 14.3). The bridge is conversion into a JAFZA free zone company (Reg. 118) once the business needs a licence, staff or a visa quota.

Can I still form an Ajman offshore company?

Not through us. Ajman Free Zone still lists "offshore" among its licence types and mentions an offshore department in its FAQ. Its licence page has no offshore section, though, and its rules page publishes no offshore regulations. We form UAE offshore companies at RAK ICC and JAFZA, whose regulations we can cite clause by clause.

Get Started: Form Your UAE Offshore Company

Tell us what the company will hold and where its owners live, and we will recommend RAK ICC or JAFZA Offshore in writing. Details can also go through our contact page.

Call +48 2222 5 2222 or email info@companyformation24.com to start.

Content prepared by Aleksandra Kowalska, Corporate Client Service. Approved by Tomasz Bielski, Managing Director.

Offshore Company Formation in Dubai and the UAE