Key Takeaways
- Offshore companies are registered by Jafza, RAK ICC and the Ajman Free Zone. Ajman names the category but hasn't published offshore rules or fees (as of October 2026).
- At Jafza the Registrar takes AED 10,000 to file an offshore company and AED 2,500 to renew it after 12 months. For RAK ICC, secondary sources give AED 3,250 for the first year. We haven't seen RAK ICC's own fee schedule, so confirm the figures with RAK ICC.
- Under the 2023 regulations a Jafza offshore company may carry out lawful business that the Registrar permits. It still needs the right licence or permit to do so.
- The company counts as a legal person registered in the UAE. Find out where it stands on Corporate Tax registration and beneficial owner filings before you buy one.
- Registration doesn't come with a bank account. Banks run their own checks on the owners, on where the money comes from and on the structure.
The phrase "offshore company in Dubai" gets used loosely. In practice it means a company registered by the Jebel Ali Free Zone (Jafza), by the RAK International Corporate Centre (RAK ICC) in Ras Al Khaimah, or by the Ajman Free Zone. Jafza and RAK ICC both state in their regulations that a company needs the proper licence before it does business in the UAE.
The word offshore also comes with two popular beliefs. One is that the company pays no tax. The other is that it never has to file anything. The registries' own rules and the UAE's beneficial owner rules point the other way, with fees and filings of their own.
What a UAE offshore company is today
An offshore company is entered in a register kept by a registrar, the official who records companies for that zone. It doesn't get a trade licence, the document that lets a company do business in the UAE market. Jafza and RAK ICC each have their own regulations. A registered agent, a firm the registry has approved, handles the paperwork for you. In law the company is a legal person registered in the UAE, which means it exists separately from the people who own it.
Jafza's Regulation 4.3 says the federal Commercial Companies Law, the main UAE law on companies, may not apply to its offshore companies. The exception is any matter the Jafza regulations don't cover.
On its company-formation page, Jafza lists offshore as one of its formation types (checked October 2026). You need at least one shareholder, with no upper limit, and an agent from Jafza's approved list. Its setup guide links to a cost calculator and to the list of agents. It doesn't show any fees.
Abu Dhabi Global Market (ADGM) and the Dubai International Financial Centre (DIFC) work differently. Both are financial free zones that follow common law, the English-style legal system, and companies there are often used as holding vehicles. They come up again further down, where we compare the options.
Offshore company formation at Jafza, RAK ICC and Ajman compared
Use this table to check what each registry charges and how far it lets your company go in the UAE.
| Registrar | Instrument | Government fees | UAE business |
|---|---|---|---|
| Jafza | Offshore Companies Regulations 2023, which replaced the 2018 regulations | AED 10,000 to file; AED 2,500 to renew after 12 months (Registrar fees) | Lawful business the Registrar permits, with the proper licence or permit |
| RAK ICC | Business Companies Regulations 2018 | AED 3,250 for incorporation and the first year; AED 3,950 for a one-year renewal (2026 schedule) | No activity in the UAE outside the zone unless the company has all the right licences |
| Ajman Free Zone | Offshore appears as a licence category | No offshore fee published | No offshore rules published |
Both sets of figures are what the Registrar charges. Your registered agent's fee comes on top. RAK ICC's schedule has applied since 1 January 2026. We couldn't open rakicc.com to confirm the prices for several years in October 2026, so ask RAK ICC or your agent for them.
RAK ICC registers five company types: limited by shares, limited by guarantee, unlimited, restricted purpose and segregated portfolio. For more on that registry, see the guide to the RAK ICC offshore company.
Ajman is harder to pin down. Its pages on business types and on regulations show neither an offshore regulation nor a fee schedule. Ask the Ajman Free Zone to send you both in writing.
What an offshore company cannot do inside the UAE
Registration isn't a trade licence, and the rules say so plainly. Jafza's Regulation 14.3 requires an offshore company to get the right licences or permits before it does business in the zone or anywhere else. A company that does business in breach of Regulation 14 can be fined AED 50,000 (Schedule 3, as of October 2026).
RAK ICC is stricter. Under Regulation 40(8) of its 2018 regulations, a company may not operate in the UAE outside the zone unless it first gets all the right licences. Regulation 40(5) adds a ban that applies worldwide. The company may not provide financial services as a business anywhere.
There is a way into the local market in Ras Al Khaimah. Since an August 2021 memorandum with the Ras Al Khaimah Department of Economic Development (RAK DED), a RAK ICC company can operate in the emirate through a subsidiary that holds a RAK DED licence.
For Jafza, Regulation 14.2 sets out what an offshore company may do. It can:
- use advisers in the UAE, keep its books here and hold its meetings here;
- lease a registered office in an approved freehold area, a district where foreigners may own property outright;
- own property in designated freehold areas;
- own shares in a UAE company that actually trades;
- keep an account with a bank in the UAE.
Owning property opens one more door. Under Regulation 31.2, an offshore company with property in a designated freehold area may apply for residence visas for its members, provided they meet Jafza's eligibility rules. Nominee directors, people who sit on the board on someone else's behalf, are allowed (Regulation 33.3). Bearer shares, which belong to whoever holds the paper certificate, are unlawful (Regulation 22).
Corporate Tax, beneficial owner and audit questions
Law firms that write on the subject generally treat a UAE offshore company as a legal person incorporated under UAE law. On that reading it has to register for Corporate Tax even when it owes no tax. This is secondary commentary, though, not a statement from the Federal Tax Authority (FTA) about offshore companies. A corporate tax consultant can tell you where your own company stands.
A new UAE legal person normally has to register within three months of incorporation (FTA Decision 3 of 2024). Register late and you face an AED 10,000 penalty (Cabinet Decision 75 of 2023 as amended), as of October 2026.
The 0% Corporate Tax rate is meant for a Qualifying Free Zone Person (QFZP), a free zone company that meets the conditions for that rate. Whether an offshore company can qualify is a point to raise with the same adviser.
The beneficial owner rules are in Cabinet Decision 109 of 2023 and cover legal persons licensed or registered in the UAE. A beneficial owner is the real person who in the end owns or controls the company. Here that means anyone with 25% or more of the capital or the votes. The company keeps one register of these people and another of its shareholders. It sends both to the registrar within 60 days of licensing and updates them within 15 days of any change. It must also name a natural person who lives in the UAE and is authorised to give out the beneficial owner information.
A first breach gets a written warning. If the company fails to set up the register, the fine is AED 50,000 for a second breach and AED 100,000 for a third (Cabinet Resolution 132 of 2023, as of October 2026). Check with the registrar that these amounts still apply.
Audit rules depend on the registry. At Jafza, Regulation 60.4 says the accounts must be audited and put before a general meeting of shareholders within six months after the end of the financial period. Regulation 62 lets the Registrar change that part. RAK ICC's 2018 regulations require you to keep records, and the documents behind them, for at least five years (Regulation 103). That's apart from anything Corporate Tax law asks of the company.
Bank accounts and enhanced due diligence
Permission from the registry to hold a UAE bank account doesn't mean a bank will open one for you. Jafza's Regulation 14.2 lets an offshore company have an account. RAK ICC's registry makes no promise that any bank will open one.
Banks work to the Central Bank's customer due diligence guidance, the rules on checking who a customer is and where the money comes from. It's listed as in force from 7 November 2025, and you should check the rulebook for the April 2026 update. The guidance tells banks not to start or keep a relationship when they can't complete those checks.
It also lists warning signs. Among them are layers of ownership that are hard to see through and have no clear reason, nominee shareholders, bearer shares, signs of a shell company and an unclear source of funds. A newly formed company that pays large sums into its account is on the list too. So is money arriving from high-risk or sanctioned countries.
Offshore structures can show several of these features. That's why the bank deserves more of your attention than the registration does. You can make a start on your own. Write down the payments you expect in and out, who your customers are and where your funds come from. Then talk to the bank before you pay the registrar.
Setup advisers say the structures that get stuck tend to be the ones bought first and shown to a bank afterwards. By then the registration fees are already spent. An early conversation with the bank tells you whether it will take the structure at all.
Choosing between offshore, a common-law holding and mainland
Sometimes banks and business partners need to understand your holding company without much digging. A common-law zone may suit it better then. In the DIFC, a Prescribed Company costs USD 100 to register and USD 1,000 a year for the licence (DIFC Table of Fees, Rev. 16, 30 July 2026). It has to stay passive, which means it holds assets and doesn't trade. It also needs a DIFC-licensed corporate service provider unless it's exempt.
In Abu Dhabi, an ADGM special purpose vehicle (SPV), a company set up to hold particular assets or deals, costs USD 1,900 to set up and USD 1,400 a year to renew (ADGM, 2025 schedule). For more on that option, see the guide to ADGM company setup. The Ras Al Khaimah free zone option is covered in the guide to RAKEZ company setup.
A business that sells to customers inside the UAE needs a licence for that activity. You get one with a mainland company, licensed anywhere in the emirate outside a free zone, or with a free zone company in Dubai. If Dubai is your choice, the steps are in the guide to opening a company in Dubai.
What it costs and who needs one
When you add up the cost, include the Registrar fee, the registered agent's fee and the bank's account charges. Add preparing the accounts, any audit, and the work of registering for Corporate Tax. The Jafza and RAK ICC figures above cover the Registrar only. Agents set their own prices, so get a written breakdown from each one you talk to.
The Jafza regulations name holding UAE shares and owning UAE property in a designated freehold area among the things an offshore company may do. Some plans go further. To invoice customers in the UAE, sponsor staff visas under a trade licence or show a local office, you need a licence from the matching authority. Have a lawyer go through the registered agent's contract and your shareholder structure before you sign.
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