Offshore business setup in Dubai, and across the UAE, revolves around two primary registries: JAFZA Offshore in Jebel Ali and RAK ICC in Ras Al Khaimah. Both allow 100% foreign ownership, UAE bank accounts, and ownership of property in designated Dubai freehold areas, while prohibiting mainland trading, office leases, and residence visas. RAK ICC is often the most cost‑effective and fastest registration, with incorporation in a few days; plan for an initial cost in the AED 20,000–30,000 range and annual renewals of AED 5,000–10,000 plus corporate services. The normal process takes about 3–20 working days depending on due diligence, name approval, and the completeness of documents. If you need premises, staff, or visas, consider a free zone company in Jebel Ali, Abu Dhabi, RAK, or Ajman instead, noting VAT and corporate tax rules. This guide explains the process of an offshore company setup in Dubai, the role of a registered agent or consultant, the key documents and approvals, and how consultants help with banking and compliance.
Offshore business setup in Dubai: what it is and what it is not
Let’s clear the fog first. In the UAE, an offshore company is a non-resident holding or investment vehicle incorporated under a registry like JAFZA Offshore (Jebel Ali Free Zone Authority) or RAK ICC (Ras Al Khaimah International Corporate Centre). It is designed for international business outside the UAE. It can hold assets, own shares, and maintain bank accounts. It does not get a trade license, it does not lease offices on the mainland, and it does not hire staff in the country.
That makes offshore very different from a free zone company. A free zone company is resident in the UAE, licensed for specific activities inside a free zone, and can issue visas. A mainland company can do business anywhere in the country. Offshore is lean, discreet, and typically cheaper to maintain. But it cannot operate “in Dubai” the way a free zone or mainland company can. If your model requires local contracts, invoicing in the UAE, or visas, offshore is not the tool.
The quick litmus test
- If you need UAE visas or a trade license, you want a free zone or mainland setup, not offshore.
- If you want a holding vehicle to own global subsidiaries, IP, securities, or property in designated Dubai freehold areas, offshore can be ideal.
Choosing between Jebel Ali (JAFZA Offshore) and Ras Al Khaimah (RAK ICC)
Both JAFZA Offshore and RAK ICC are respected. Both permit 100% foreign ownership and require working with a registered agent or consultant. Both can open bank accounts in the UAE (subject to bank due diligence). Both can typically own real estate in designated freehold zones in Dubai, subject to developer and Dubai Land Department policies.
In practice, RAK ICC is often the faster and lower-cost route, especially for straightforward holding structures. JAFZA Offshore sits in Dubai’s flagship free zone ecosystem and is sometimes preferred where counterparties or banks are more familiar with Jebel Ali. The differences are more about process and price than legal capability for most standard use cases.
A realistic view on cost
Expect two layers of cost: registry fees and professional services. For a simple structure with one shareholder and one director:
- Incorporation: often AED 7,500–15,000 for RAK ICC and AED 12,000–25,000 for JAFZA Offshore, inclusive of government fees and a basic agent package.
- Annual renewal: typically AED 6,000–12,000 depending on jurisdiction and services included (registered office, compliance filings).
- Extras: attestation, certified copies, company seal, or additional due diligence can add AED 1,000–5,000. Bank account onboarding may involve service fees if a consultant is facilitating.
These are indicative ranges. The final cost depends on your structure, document legalization needs, and banking complexity.
Step-by-step guide to the registration process
The process of an offshore registration in the UAE is clean and predictable. You appoint a registered agent (your consultant), choose the jurisdiction (JAFZA Offshore or RAK ICC), and submit KYC. You’ll propose a unique company name (usually ending with “Limited”), define the business objects, and finalize shareholders and directors. Basic documents include notarized passports, proof of address, and a simple business profile.
Your agent prepares the Memorandum and Articles, files the application, and liaises with the registrar. Once approved, you receive a Certificate of Incorporation and corporate documents. There’s no trade license because an offshore company does not carry out activities in the UAE. After incorporation, you can apply to open a bank account in Dubai, Abu Dhabi, or Ras Al Khaimah, or use international banking relationships.
Timeline you can actually plan around
With a responsive file and no unusual red flags:
- Name reservation and compliance checks: 1–3 business days.
- Incorporation: 3–10 business days depending on JAFZA Offshore vs RAK ICC and document legalization.
- Banking: 2–8 weeks in today’s AML/CRS/FATCA environment, depending on the bank, your profile, and whether you can meet in person.
Banking in the UAE for an offshore company
Banks in the UAE have raised the bar. Offshore companies are welcome, but only with a clear story: source of funds, purpose of account, geographic footprint, and ultimate beneficial owners (UBOs). Expect detailed KYC, economic rationale, and sometimes in-person meetings in Dubai or Abu Dhabi. Some banks favor companies with a real operating group and audited financials at the parent or subsidiary level.
Account features are solid: multi-currency corporate accounts, online banking, FX, and trade services for eligible structures. If you are purely holding passive investments, a lighter facility may suffice. If you are managing significant cross-border flows, plan for more documentation and questions on counterparties and jurisdictions.
How to improve your approval odds
- Prepare a concise banking pack: group chart, background of principals, contracts or term sheets, and a two-page business plan outlining flows.
- Show substance in the group: functioning entities, tax filings, or audited accounts somewhere in the chain go a long way.
- Keep the activity simple: holding, IP, or treasury within a defined set of countries is easier than a sprawling multi-activity plan.
Tax, ESR, and compliance in the UAE (plain English)
Offshore companies in JAFZA Offshore or RAK ICC are not licensed for UAE business and generally sit outside the UAE corporate tax net because they have no taxable presence in the country. They do not register for VAT in the UAE because they do not make taxable supplies onshore. However, they must still respect international reporting standards: banks will apply FATCA and CRS, and registries require UBO disclosures.
Free zone companies are different: they may qualify for a 0% corporate tax rate as a qualifying free zone person if they meet substance, activity, and audited accounts conditions. Mainland companies face the standard 9% corporate tax above the AED 375,000 threshold. Don’t conflate these regimes. Offshore is not a backdoor to sell in Dubai; it is a clean, international holding tool.
Treaty access and substance
Here is the part many miss: UAE double tax treaties are typically not available to offshore companies because they are not tax-resident and do not obtain a tax residency certificate. If treaty benefits matter, consider a free zone or mainland company with real substance. If your goal is asset protection, consolidation, or international holding, an offshore vehicle may be perfect without treaty access.
Common use cases that actually work
A classic offshore company in the UAE is used as a holding company for operating subsidiaries in Europe, Asia, or Africa. It can also hold trademarks, patents, or portfolio investments with clean governance. Another practical use is property ownership: approved JAFZA Offshore and RAK ICC companies can own real estate in designated freehold areas in Dubai, subject to developer rules and Dubai Land Department policy.
You’ll also see offshore entities used as special purpose vehicles for joint ventures or to ring-fence specific assets and liabilities. International contracting or consulting that is performed outside the UAE and invoiced to non-UAE clients can be structured via an offshore company—provided no activity is conducted in the country.
When an offshore company is the wrong tool
If you need visas, a warehouse, a retail presence, or to invoice customers in Dubai, Abu Dhabi, or any emirate, use a free zone or mainland company. If you want treaty relief on dividends or royalties, offshore likely won’t qualify. If your investor requires audited financials and a tax residency certificate, offshore will not satisfy them. Pick the structure for the job, not the brochure.
Abu Dhabi and RAK alternatives you should know
In Abu Dhabi, the ADGM SPV is a powerful alternative where a modern common law framework and court system are key. It is not “offshore” in the classic sense, but it gives you a lean holding entity within a respected financial free zone. For operating activity with visas in the north, RAKEZ (Ras Al Khaimah Economic Zone) offers competitively priced free zone options, separate from RAK ICC.
Between Jebel Ali and Ras Al Khaimah, think about your stakeholders. Some banking teams and counterparties are more familiar with JAFZA; others prefer the speed and cost-effectiveness of RAK ICC. Neither is universally “better.” Match the jurisdiction to your banking plan, counterparties, and the comfort of your board.
The role of a consultant and how to pick one
A good consultant is your registered agent, project manager, and sanity check rolled into one. They will translate your business goals into the correct vehicle, explain the process of an offshore company setup, and defend you from avoidable mistakes. Expect them to handle name reservations, corporate documents, UBO filings, and bank introductions, plus annual renewals.
Look for licensing and track record. Ask how many JAFZA Offshore and RAK ICC files they closed last quarter. Request a written scope that covers incorporation, registered office, certified copies, and a banking pathway. Beware of “guaranteed bank account” promises. Banks decide, not agents. The right consultants will guide, not oversell.
A checklist for your first call
- Which jurisdiction fits my use case: JAFZA Offshore or RAK ICC, or a free zone company instead?
- What is the total cost and timeline from registration to an active bank account?
- What KYC/legalization is required in my home country?
- Will the company be eligible to own property in the chosen emirate?
- What are the annual services and renewal obligations (UBO, accounting, ESR if relevant)?
Mini case studies: the process of an offshore setup, end-to-end
A London family holding company chooses RAK ICC to own EU and Asia subsidiaries. The consultant prepares a simple single-shareholder structure, collects KYC, and files within a week. Incorporation lands in five business days. A Dubai bank requests a meeting and group financials; the account opens in six weeks. Annual renewals stay under AED 10,000. No UAE tax filings are needed. Clean and quiet.
A technology founder with Dubai real estate ambitions opts for JAFZA Offshore to hold two apartments in a Dubai freehold zone. The agent coordinates with the developer and the Dubai Land Department, ensuring the company objects allow property holding. Incorporation takes ten days due to extra attestations. Banking is limited to a basic multi-currency account for rents and service fees. Straightforward governance and clear separation of personal and asset risk.
Final notes on doing it right in the UAE
Dubai and the wider UAE give you choice: offshore (JAFZA Offshore or RAK ICC) for international holding, free zone for licensed operations with potential 0% corporate tax, and mainland for full onshore reach. The right business setup in Dubai is about alignment—activity, banking, tax, and cost. Get the structure right once, and the rest becomes administrative. Get it wrong, and you’ll pay in delays and refusals. Choose with intent, and use consultants who deliver services grounded in real-world process, not promises.
| Topic | UAE offshore basics | JAFZA Offshore (Jebel Ali) | RAK ICC Offshore (Ras Al Khaimah) | Cost range (AED, typical) | Consultant’s note |
|---|---|---|---|---|---|
| What an offshore company is | A non-resident entity used for international business outside the UAE. No in-country trading. Ideal for holding, IP, global consulting, shipping, and investment. | Same offshore concept under Jebel Ali Free Zone Authority regulations. | Offshore registry under Ras Al Khaimah International Corporate Centre (RAK ICC). | Setup: 6,000–20,000 depending on jurisdiction and package. Renewal: 5,000–15,000. | Offshore is not a “free zone company.” It gets an Incorporation Certificate, not a trade licence. |
| What it is not | Not a mainland or free zone company. No visas. No office lease. No UAE retail or B2C. | Cannot operate in the UAE market. | Cannot operate in the UAE market. | — | Choose offshore only if you do not need UAE staff, visas, or premises. |
| Legal instruments issued | Certificate of Incorporation and constitutional documents (MoA/AoA). No trade licence. | Incorporation Certificate, MoA/AoA. | Incorporation Certificate, MoA/AoA. | Docs issuance: usually included in setup. | Banks and counterparties will ask for originals and certified copies. |
| Ownership and management | 100% foreign ownership. Min. 1 shareholder and 1 director. Corporate shareholders allowed. | Allowed. Directors’ details filed via the registered agent. | Allowed. Flexible governance; corporate directors permitted. | Adding nominees or extra officers may add 1,000–3,000. | Use a simple cap table. Keep clear UBO records for KYC. |
| Share capital | No statutory minimum paid-up capital in practice. | Not typically enforced. | Not typically enforced. | — | Keep capital “commensurate with activity” if a bank asks. |
| Office, visas, employees | No physical office lease. No visas under the entity. | No visas. | No visas. | — | If you need visas, consider a free zone company (FZE/FZCO) in Dubai, RAK, or Abu Dhabi. |
| Permitted activities (examples) | International trading with third countries, holding shares, IP holding, investment, consulting to non-UAE clients, ship ownership. | Same; plus legacy acceptance by many banks. | Same; broad acceptance; often the fastest route. | Activity drafting support: 500–2,000. | Keep activities aligned to bank profile and invoices. |
| Prohibited/in-country limits | No dealing with UAE mainland customers, no local invoicing, no warehouse, no import into mainland. | Same. | Same. | — | You can contract with UAE free zone companies only if services are performed outside the UAE. |
| Property ownership in Dubai | Offshore property ownership allowed only if the registry is approved by Dubai Land Department (DLD) and in designated freehold areas. | Permitted to own approved Dubai properties (subject to DLD/developer rules). | Permitted to own approved Dubai properties (per DLD–RAK ICC arrangements). | Property NOC/approvals: 2,000–8,000 (case-by-case). | Always get written developer/DLD confirmation before incorporation. |
| Banking options | Open onshore UAE multi-currency accounts or bank abroad. Strong KYC, UBO, source-of-funds checks. | Many banks familiar with JAFZA Offshore. | Often easier, faster account opening than other offshore centers. | Bank intro/onboarding: 2,000–8,000. | Expect video KYC and in-person meeting. Maintain clean money trails. |
| Tax position in the UAE | Offshore entities typically outside UAE corporate tax if no UAE nexus (no UAE-sourced income, place of effective management abroad). VAT not applicable without UAE supplies. | Same. | Same. | Tax advisory: 2,000–10,000. | Foreign tax rules still apply in owners’ countries. Take bilateral treaty advice. |
| ESR, UBO, AML, FATCA/CRS | UBO register mandatory via agent. ESR applies only if the company carries a “relevant activity.” FATCA/CRS self-certification at banks. | ESR filing if relevant. UBO filings via agent. | ESR filing if relevant. UBO filings via agent. | Compliance pack: 1,500–4,000 annually. | If holding only foreign assets with no UAE nexus, ESR usually not triggered. Keep board minutes and accounts. |
| Accounting and audit | Keep accounting records and bank statements. Audit not required unless a bank or counterparty asks. | Same. | Same. | Bookkeeping: 2,500–7,500 per year (size dependent). | Maintain simple, clean ledgers. It speeds banking and renewals. |
| Name rules | Must be unique, compliant, and usually end with “Limited.” No sensitive words or state/religion references. | Same (JAFZA review). | Same (RAK ICC review). | Name reservation: 500–1,000. | Submit 3 options to avoid delays. |
| Registration steps (summary) | Engage a registered agent; choose jurisdiction; pick a name; define activity; submit KYC and proofs; draft MoA/AoA; pay fees; receive incorporation; open a bank account. | Agent-only process with JAFZA. | Agent-only process with RAK ICC. | Government fees: 3,000–10,000. Agent fees: 3,000–8,000. | You cannot file directly. Only approved agents can incorporate offshore companies. |
| Documents required | Passports, proof of address (3 months), CV or profile, bank/professional reference (sometimes), source-of-funds outline, corporate docs if shareholder is a company. | Same. | Same. | Notarisation/legalisation (if corporate shareholder): 1,500–6,000. | Prepare a simple business plan and expected flows for the bank. |
| Timeline | 3–10 working days after full file submission. | 5–14 working days typical. | 3–7 working days typical. | Expedited handling: +1,000–3,000 if available. | Delays come from incomplete KYC or complex shareholding. |
| Bank account opening steps | Choose bank; pre-KYC; arrange meeting; submit file; compliance review; account approval; online banking setup. | Strong acceptance footprint. | Often smoother onboarding. | 2–8 weeks for approval on average. | Keep first inflows small and consistent with profile. |
| Renewal and maintenance | Annual government renewal, registered agent renewal, UBO/ESR (if relevant), records upkeep. | Renewal mirrors initial registry. | Renewal mirrors initial registry. | Annual renewal: 5,000–10,000 (RAK ICC); 8,000–15,000 (JAFZA). | Calendarise renewal at least 30 days before due date. |
| Hidden costs | Registered office fee, company seal, courier, certified copies, additional attestations, DLD property pre-approvals. | Similar profile; property cases can add costs. | Usually lower total cost footprint. | Extras: 1,000–5,000. | Ask for an all-inclusive quote to avoid surprises. |
| Popular add-on services | Bank account support, corporate secretary, compliance filings, accounting, legal opinions, IP assignments, property title updates. | Available via agents. | Available via agents. | Service bundles: 3,000–6,000 per year. | Bundle recurring filings to save time and cost. |
| When to choose each | Pick UAE offshore if you want UAE banking, Dubai property access, and a reputable base for global trade without UAE operations. | Good if you plan Dubai property or need Jebel Ali branding. | Best for speed and cost-sensitive setups. | — | For frequent UAE travel and visas, a free zone company is a better fit. |
| Alternatives in the UAE | Free zone company (Dubai, RAK, Abu Dhabi) for visas and in-country office; ADGM or DIFC SPV for holding under common law frameworks. | Not applicable. | Not applicable. | Free zone setup: 12,000–30,000+. | Free zone = resident entity with licence, possible 0% corporate tax if qualifying as a free zone person. |
| Abu Dhabi note | Abu Dhabi Global Market (ADGM) SPV is not “offshore” but a popular holding vehicle with English law features. | — | — | ADGM SPV: 7,000–20,000+. | Consider ADGM/DIFC if you need common law courts and structured financing. |
| Free zone vs offshore (quick contrast) | Free zone company: licence, visas, office (flexi or leased), may qualify for 0% corporate tax if conditions met. Offshore: no licence, no visas, no UAE trading. | — | — | Free zone renewals: 10,000–25,000+. | If you sell into the UAE, use a free zone or mainland company, not offshore. |
| Risks and common mistakes | Treating offshore as tax residency, attempting UAE sales, weak KYC package, ignoring UBO/ESR, choosing the wrong bank, no paper trail. | — | — | Remediation: 2,000–8,000 if issues arise. | Keep clean compliance. Align jurisdiction, bank, and activity from day one. |
| Practical use cases | Holding foreign subsidiaries, owning Dubai property, IP box holding, international consulting, SaaS with non-UAE users, investment SPV, ship/yacht registration. | Strong for property holding with DLD rules. | Strong for cost-effective holding and banking. | — | Map contracts and payment flows to non-UAE performance to avoid nexus. |
| Consultant-led process | Registered agent is mandatory. Consultants guide name checks, KYC, drafting, filings, bank selection, and renewals. | JAFZA requires an approved agent. | RAK ICC requires an approved agent. | Full-service package: 8,000–18,000. | A good consultant shortens timelines and avoids bank rejections. |
| Simple cost planner | One-off setup + first-year agent and registry + bank onboarding + certified docs + courier. Annual: registry renewal + agent + compliance. | Generally higher than RAK ICC. | Generally lowest in the UAE. | First year: 10,000–25,000. Annual: 5,000–15,000. | Budget extras for banking and attestations (10–30% buffer). |
| Step-by-step guide (checklist) | 1) Define purpose and markets. 2) Pick JAFZA or RAK ICC. 3) Choose name and activities. 4) Appoint registered agent. 5) Compile KYC and corporate docs. 6) Draft MoA/AoA. 7) Pay fees and incorporate. 8) Open bank account. 9) Record-keeping and renewals. | Use if you need Dubai property, or Jebel Ali recognition. | Use if you want speed, lower cost, and broad banking. | — | Keep copies of all filings. Schedule renewals and KYC updates annually. |
| Banking compliance (in practice) | Expect FATCA/CRS self-certifications, UBO forms, source-of-funds, contracts, invoices, and projected flows. | Banks familiar with Jebel Ali structures. | Banks familiar with RAK ICC structures. | — | Provide a 12-month transaction forecast and 3 sample contracts to reduce queries. |
| Contacting consultants | Look for licensed corporate service providers in Dubai, Abu Dhabi, and RAK with offshore agent status, banking relationships, and clear fee cards. | JAFZA-approved agent list available. | RAK ICC-registered agent list available. | Initial consults often free; hourly: 1,000–5,000. | Verify agent licence, scope of services, and bank track record before you engage. |