What counts as an offshore company in the UAE
A company in the UAE can be set up at three levels. An international (offshore) company is incorporated in the RAK ICC registry in Ras Al Khaimah or as a JAFZA Offshore company in Dubai. Its job is to hold assets and do business outside the country: shareholdings, real estate in permitted areas, a bank account. To operate inside the UAE it needs a licence from the competent authority.
A free zone company receives a licence from the zone authority for specific activities, leases an office or a workstation and sponsors residence visas for the owner and staff. According to the government portal u.ae, it can sell goods and services on the UAE mainland through a licensed distributor, a branch or a separate mainland company; direct sales without the required licences are generally not permitted.
A mainland company is registered with the economic department of the emirate and works in the domestic market. The Commercial Companies Law (Federal Decree-Law No. 32 of 2021) allows a foreign investor to own such a company in full; for activities of strategic impact the Cabinet sets separate rules.
Offshore, free zone and mainland compared
| Parameter | Offshore (RAK ICC, JAFZA Offshore) | Free zone company | Mainland |
|---|---|---|---|
| Who registers it | RAK ICC Registrar or Jebel Ali Free Zone Authority | The zone authority: AFZA, Creative City, Hamriyah, SAIF Zone, KEZAD | The emirate's economic department |
| Business inside the UAE | Only after obtaining a licence from the competent authority | Within the zone; on the mainland through a distributor, a branch or a separate company | Across the country within the licence |
| Address | Office of the registered agent; for JAFZA Offshore also an office in the zone or its own freehold property | Office or workstation as the zone requires | Office as the emirate requires |
| Residence visa | RAK ICC: not available; JAFZA Offshore: if the company owns property in a freehold area | Through the company's establishment card, within its visa quota | Through the company under the emirate's rules |
| UAE bank account | Allowed by the regulations; the bank decides | At the bank's discretion | At the bank's discretion |
| Corporate tax | 0% on profit up to AED 375,000, 9% above | 0% on qualifying income with QFZP status, 9% on the rest | 0% on profit up to AED 375,000, 9% above |
| Tax registration | With the FTA, annual return | With the FTA, annual return; audit for a QFZP | With the FTA, annual return |
RAK ICC: the Ras Al Khaimah international company
RAK ICC (Ras Al Khaimah International Corporate Centre) keeps the register of international companies of the emirate of Ras Al Khaimah under the RAK ICC Business Companies Regulations 2018. Filings are made by a registered agent holding a certificate from the registry. The registered office is in the UAE, as a rule at the agent's office. One director is enough.
Regulation 40 prohibits a company from carrying on business with persons in the RAK ICC zone without RAK ICC's authorisation and from providing financial services by way of business anywhere in the world unless the Registrar permits it. Business in the UAE outside the zone is allowed only after the company obtains licences from the competent UAE authorities. The regulation does not treat as business in the zone working with lawyers and accountants, keeping books and records, holding directors' and members' meetings, a bank account for routine operations, assets in designated areas or shares in companies that do business there.
The register of members is kept by the RAK ICC Registrar itself and is not disclosed to the public. The company or its agent files details of a share transfer with the Registrar within 30 days, and the change of owner takes effect once the Registrar updates the register. Every year the company delivers an annual return within 30 days after the anniversary of its incorporation. Typical uses of a RAK ICC company are a holding company for shares in UAE and foreign companies, asset holding and international contracts.
JAFZA Offshore in Dubai
Jebel Ali Free Zone Authority registers offshore companies under the Offshore Companies Regulations 2023, which replaced the 2018 regulations. The company needs a registered agent approved by the Authority (optional if the company keeps an office in the zone), at least one director and one or more shareholders, with no maximum number of shareholders.
Regulation 14 allows such a company to engage consultants in the UAE, keep its books and hold meetings in the country, own property in one of the freehold areas, hold a stake in a UAE operating company and an account with a UAE bank. Business in the zone or in any other jurisdiction requires licences from the competent authorities. The company appoints auditors, and its accounts are audited every year.
Members of a JAFZA Offshore company can apply for a residence visa only if the company owns property in a freehold area of the UAE, and the decision rests with the zone authority (regulation 31.2).
Free zones where buyers most often look for a shelf company
The government portal u.ae lists the free zone authorities by emirate. Below are the zones we are asked about most often and what to know about each before buying a company there.
Ajman Free Zone (AFZA)
Ajman Free Zone in the emirate of Ajman registers FZE and FZC companies as well as branches of local and foreign companies. Besides business, industrial and sole professional licences, the zone issues an offshore licence with a list of activities: general trading, consulting, holding, property owning, international and professional services, shipping and ship management, commission agents and intellectual property holding. The AFZA service catalogue has separate procedures to add, remove and replace an individual or corporate shareholder.
Creative City Fujairah
Creative City is the media free zone of the emirate of Fujairah, operating since 2007. Its legal forms are the Sole Establishment, the one-person company (SP-LLC) and the LLC with two to 50 partners. For a visa for the owner or an employee, the zone asks for a copy of the company's licence and establishment card.
Hamriyah and SAIF Zone in Sharjah
Sharjah has the Hamriyah Free Zone (Hamriyah Free Zone Authority) and SAIF Zone, the Sharjah Airport International Free Zone. According to SAIF Zone, its licence is valid for operating inside the zone, and goods sold into the UAE market are subject to customs duty. Companies in these zones suit trading, manufacturing and logistics that need a warehouse or an office on site.
KEZAD and Khalifa Port in Abu Dhabi
KEZAD Group, part of AD Ports Group, brings together 12 economic zones in Abu Dhabi with a total area of 550 km², of which 100 km² is designated as free zones. A search for an "offshore company in the Khalifa Port Free Trade Zone" usually means a company in one of the KEZAD zones next to Khalifa Port. These are industrial, logistics and trading projects with a warehouse or production; for a holding company without presence, RAK ICC is usually the better fit.
Corporate tax: 9% and 0% for a QFZP
Federal Decree-Law No. 47 of 2022 treats any juridical person incorporated in the UAE, including a free zone company, as a resident person (Article 11). This also covers a RAK ICC or JAFZA offshore company: it registers with the Federal Tax Authority (FTA) and files a tax return. The rates are set by Cabinet Decision No. 116 of 2022: 0% on taxable income up to AED 375,000 and 9% on income above that amount.
A free zone company can pay 0% on qualifying income if it holds Qualifying Free Zone Person (QFZP) status under Article 18 of the law: it maintains adequate substance in the UAE, derives qualifying income, does not elect the standard regime and complies with transfer pricing rules. Ministerial Decision No. 229 of 2025 adds a de minimis threshold (non-qualifying revenue of no more than 5% of total revenue or AED 5 million, whichever is lower) and audited financial statements. Failing any condition removes the status from the start of the tax period and for the following four periods.
A company without an office and staff in the zone will find the substance condition hard to meet, so we only build the 0% rate into a budget after reviewing revenue by activity and counterparty. Detailed conditions and examples are in our article on the taxation of a UAE free zone company.
Economic substance, beneficial owners and international lists
Economic substance reporting in the UAE has been abolished: Cabinet Decision No. 98 of 2024 removed notifications and reports for financial years ending after 31 December 2022 (announcement of the UAE Ministry of Finance of 14 October 2024). Obligations for 2019–2022 and regulator requests about those years remain. Real presence is now tested through the QFZP conditions and tax residency questions; how substance is assessed is covered in the guide to economic substance.
Cabinet Resolution No. 109 of 2023 requires legal persons registered in the UAE to keep a register of beneficial owners and submit it to the registrar. A beneficial owner is an individual who directly or indirectly owns 25% or more of the capital or voting rights or controls the company by other means. The register is set up within 60 days of registration, and changes are recorded within 15 days. The company also names to the registrar an individual resident in the UAE who is authorised to disclose information about it. Financial free zones are outside the scope of the resolution and have their own rules.
The FATF removed the UAE from its list of jurisdictions under increased monitoring (the "grey list") on 23 February 2024, and the UAE is absent from the list of 19 June 2026. The European Commission removed the UAE from the EU list of high-risk third countries for anti-money laundering purposes by Delegated Regulation (EU) 2025/1184, published on 16 July 2025. The UAE appears in neither Annex I nor Annex II of the EU list of non-cooperative jurisdictions for tax purposes of 9 October 2026.
Bank account and residence visa: what each form gives you
- RAK ICC and JAFZA Offshore. The regulations of both forms allow an account with a UAE bank. The bank looks at the economic link to the UAE, counterparties and the source of funds. A RAK ICC company does not sponsor residence visas by itself; for JAFZA Offshore a visa is possible only if the company owns property in a freehold area.
- Free zone company. Visas for the owner and staff are issued through the company's establishment card within the visa quota, which depends on the office or the zone package. A bank finds it easier to assess a company with a licence, an office and people in the country.
- Mainland. Suits a business whose clients and revenue are inside the UAE; visas and the account go through the company.
The bank makes its own decision on the account after checking the owners, so we do not promise an outcome or a timeline in advance. We prepare the document package under our bank account for a company service, and the review process is described in the guide to a bank account for a non-resident company.
Buying a shelf company in the UAE: how it works
A shelf company in a free zone or in RAK ICC is sold through a change of shareholder: the new owner receives the company with its incorporation date, licence and history. The transfer is recorded by the zone authority or the registry, and the deal is not complete until it is.
- Pre-deal checks. Valid licence and renewal date, activities, debts to the zone, lease, FTA tax registration and filed returns, staff visas, bank account.
- Documents. Resolution on the share transfer, a sale agreement or instrument of transfer, KYC of the new owner with the agent or the zone authority.
- Registration. In AFZA, the shareholder replacement service (individual or corporate). In RAK ICC, transfer details are filed within 30 days; the new owner appears in the register once the Registrar records it.
- After registration. Update the beneficial ownership register within 15 days, check the FTA records, agree new signatories with the bank, transfer or cancel the previous owner's visas.
Buying makes sense when the incorporation date or an existing licence for the right activities matters. For a new project it is often faster and cleaner to incorporate a new company. How we check shelf companies in other jurisdictions is described on the page shelf offshore companies.
What the cost is made of
The budget consists of zone or registry fees, agent services, office, visas, accounting and audit, tax support and banking. Zone tariffs change, so we calculate the cost for your project after a short questionnaire: activities, citizenship and residence of the owners, whether a visa is needed and where the clients are. If Asia is still on your list, see the comparison UAE vs Singapore and the page company in Singapore.
Frequently asked questions
Can I buy a ready-made offshore company in AFZA?
Yes. In Ajman Free Zone the purchase of a shelf company is registered as a change of shareholder through the zone services to replace, add or remove a shareholder. Before the deal we check the licence, debts to the zone, visas and FTA tax registration.
What is a RAK ICC offshore company and how do I buy a shelf company in RAK?
RAK ICC is an international company of Ras Al Khaimah under the Business Companies Regulations 2018, with a registered agent and the register of members kept by the Registrar. A shelf company is transferred by an instrument of transfer: details are filed with the Registrar within 30 days, and the owner changes once the register is updated.
Can I buy a shelf company in Fujairah Creative City?
Yes, if the company is active and its activities fit your plans. Creative City registers the Sole Establishment, SP-LLC and LLC; the zone authority records the transfer of shares, after which the beneficial ownership register and visas are updated.
What does an offshore company in the Khalifa Port Free Trade Zone mean?
Usually it is a company in one of the KEZAD free zones in Abu Dhabi next to Khalifa Port. It suits industry, logistics and trading with a warehouse or production; for a holding company without presence, RAK ICC is the more common choice.
How does a SAIF Zone company differ from an offshore company?
SAIF Zone is the Sharjah Airport International Free Zone. The company receives a zone licence, an office or warehouse and visas. The licence is valid inside the zone, and goods sold into the UAE market are subject to customs duty.
Are shelf companies available in Hamriyah Free Zone?
Buying a shelf company in Hamriyah Free Zone in Sharjah is a change of shareholder registered by the zone authority; we confirm the procedure and document list with the zone for each deal. Before buying we check the licence, lease, staff visas and the company’s FTA tax registration.
Does a UAE offshore company pay corporate tax?
A RAK ICC or JAFZA Offshore company is incorporated in the UAE and is therefore a resident person for corporate tax: 0% on profit up to AED 375,000 and 9% above, FTA registration and a tax return. The 0% rate on qualifying income is available to a free zone company with QFZP status and real presence.
Does a UAE offshore company give me a residence visa?
A RAK ICC company does not sponsor visas by itself. A JAFZA Offshore company can apply for visas for its members if it owns property in a freehold area, and the zone authority decides. Visas for owners and staff are usually issued through a free zone or mainland company.
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