Holding companies, international trading vehicles and asset structures: PROXPAT advises on RAK ICC and JAFZA offshore companies and sets up an operating company alongside when you need one.
Page last updated: . Requirements, government fees and processing times are set by the relevant UAE authority and can change.
Offshore Company Formation in the UAE
A UAE offshore company is a legal entity registered in the UAE that is not licensed to trade inside the country. Jebel Ali Free Zone (JAFZA) states plainly that its offshore companies receive a certificate of incorporation rather than a business licence, and therefore cannot carry out commercial activity with persons inside the UAE. That limitation is exactly why the structure is used: to hold shares, own assets, contract internationally or sit at the top of a group, without the premises, visa and licensing obligations of an operating company.
The two main UAE offshore registries are RAK International Corporate Centre (RAK ICC) in Ras Al Khaimah and the JAFZA offshore registry in Dubai (see JAFZA company formation for its onshore free zone companies). Both accept applications only through their approved registered agents.
PROXPAT's role is to check whether offshore is the right tool in the first place, coordinate with a registered agent, prepare and legalise the documents, and, where the business will also trade in the UAE, set up the licensed free zone or mainland company that sits beneath it. See our corporate structuring services.
What an Offshore Company Can and Cannot Do
| Typically used to | Not designed to |
|---|---|
| Hold shares in UAE and foreign subsidiaries | Trade with customers inside the UAE (JAFZA offshore companies cannot conduct commercial activity with persons within the UAE) |
| Hold international assets and investments | Operate premises, shops or warehouses in the UAE |
| Contract with and invoice clients outside the UAE | Sponsor staff or act as the route to a UAE residence visa |
| Launch a new international venture, or relocate an existing company's corporate base | Replace a licensed operating company |
RAK ICC describes its companies as suited to new international ventures and asset holding, to relocating an existing international company, and to converting existing entities into a RAK ICC structure.
RAK ICC and JAFZA Offshore Compared
| RAK ICC | JAFZA offshore | |
|---|---|---|
| Location | Ras Al Khaimah | Jebel Ali, Dubai |
| How you apply | Only through a RAK ICC registered agent | Only through a JAFZA registered agent |
| Entity types | Company limited by shares, company limited by guarantee, restricted purposes company, unlimited company, and RAK ICC foundations | Offshore company |
| Owners and officers | Individual or corporate shareholders; limits confirmed per structure | Minimum one shareholder with no maximum, individual or corporate; at least one director and a secretary, which may be the same person |
| Incorporation time | An IBC is incorporated within 2 working days of document submission | Confirmed by the registered agent per application |
| What you receive | Certificate of incorporation | Certificate of incorporation, not a business licence |
| Moving an existing company | Transfer of domicile and conversion into a RAK ICC structure | Re-domicile from other jurisdictions into JAFZA offshore |
| Becoming an operating company | RAK ICC's Global Product supports Free Zone LLCs, branch offices and conversion | JAFZA publishes a conversion route from offshore to free zone company |
Please note: registry rules, fee schedules and product ranges are set by RAK ICC and JAFZA and are updated periodically. We confirm the current position with the registered agent before an application is prepared.
When Offshore Makes Sense, and When It Does Not
A holding company above UAE operating companies
Founders with a mainland company, a free zone company and perhaps a foreign subsidiary often place an offshore company at the top. Shares in the operating companies sit in one entity, which simplifies bringing in investors or transferring ownership later.
International consulting or trading with no UAE customers
If every client and supplier is abroad and nobody needs to live in the UAE, an offshore company can be a lean contracting vehicle. The moment a UAE client appears, the question of a licensed entity comes back.
Asset holding and succession planning
RAK ICC also registers foundations, which have a legal personality separate from their founders and are used in private wealth and succession structures. These need proper legal and tax advice alongside the registration.
When it is the wrong choice
If you need a residence visa, an office, staff, or customers in the UAE, an offshore company alone will not do the job. A free zone company or a mainland company is the right starting point, with an offshore holding layer added only if the structure genuinely needs it.
Offshore, Free Zone or Mainland?
| Offshore | Free zone | Mainland | |
|---|---|---|---|
| Document issued | Certificate of incorporation | Free zone licence | Trade licence from the emirate's economic department |
| Trade with UAE customers | No | Within the zone and internationally; mainland via distributor or approvals | Yes, directly |
| Office and staff in the UAE | Not the purpose | Yes, per package | Yes |
| Residence visas | Not the route | Yes, per package | Yes, per premises and quota |
| Typical use | Holding, international contracting, asset structures | International trade, services, digital | Local market, government and retail |
For a full comparison of the operating options, see mainland vs free zone company formation and our guide to UAE company types.
Compliance That Still Applies
Offshore does not mean unregulated. The obligations below are the ones companies most often miss.
- Annual renewal. RAK ICC asks for renewal applications 30 days before expiry, allows a 30-day grace period after expiry without penalty, and charges a penalty for each month after that grace period up to 180 days.
- Annual return and current KYC. RAK ICC's renewal checklist includes the annual return and updated documents where any KYC document has expired.
- Beneficial ownership changes. RAK ICC requires any change in the Ultimate Beneficial Owner to be notified within 2 weeks.
- Activity changes. A change of activity at RAK ICC requires an updated business plan.
- Tax registration. UAE corporate tax rules apply to UAE-incorporated entities. Confirm your registration and filing position with a qualified tax adviser.
Documents Typically Required
Individual shareholders and directors
Passport copy
Proof of residential address
Profile or CV for KYC
Contact details
Description of the intended business or holding purpose
Source of funds information where requested
Corporate shareholders
JAFZA lists a certificate of registration or formation, a certificate of good standing, an incumbency certificate and the memorandum and articles of association, notarised and attested by the UAE embassy.
Signing and translation
RAK ICC requires signatures on the memorandum and articles to be notarised where they are signed partly or wholly outside the UAE, and foreign-language documents to be accompanied by certified English or Arabic translations. See certificate attestation and legal translation.
Step-by-Step Offshore Company Setup
Step 1: Confirm offshore fits the purpose
Step 2: Choose RAK ICC or JAFZA and the entity type
Step 3: Appoint a registered agent
Step 4: Check the company name
Step 5: Prepare, notarise and attest documents
Step 6: Submit through the registered agent
Step 7: Receive the certificate of incorporation
Step 8: Plan banking, tax registration and renewals
How PROXPAT Helps
Structure review: offshore, free zone or mainland
Registry and entity type recommendation
Coordination with a registered agent
KYC and document preparation
Notarisation, attestation and translation
Operating company setup alongside the holding entity
Renewal and annual return reminders
Conversion or re-domiciliation planning
Frequently Asked Questions
Build the right structure.
Explore connected PROXPAT services that support the same client journey.
The licence is the start of the government work, not the end of it
Once the trade licence is issued, the sequence that actually lets you operate begins: the establishment card, the MOHRE and immigration files, your employee quota, then employee visas and work permits. After that it repeats every year — renewals, cancellations when people leave, and licence renewal and amendments.
Companies that would rather not build that function in-house put it on a monthly PRO retainer from AED 700, or use it per transaction. Government fees stay separate and itemised either way.
The first six months after incorporation
- Establishment card issued through immigration
- MOHRE file opened and e-signature completed
- Employee quota checked before hiring
- Offer letters, work permits and entry permits
- Medical, Emirates ID and visa stamping
- Corporate tax and VAT registration where they apply
More in Structures and Costs
Plan Your UAE Offshore Structure
PROXPAT reviews the purpose, coordinates with a RAK ICC or JAFZA registered agent, prepares documents and sets up any operating company you need alongside.