Offshore Company Formation in UAE

THE UAE - BUSINESS HUB OF THE FUTURE

Since its formation in 1971, United Arab Emirates has emerged as a major force in global economy with state-of-the-art infrastructure and an un-relinquished business environment. UAE has adapted and transformed itself from an oil and gas economy to a state diversified to international trade, tourism, financial services, real estate, banking and manufacturing.

Given  the  UAE’s  continued  stance  on  ZERO  tax’s  and  duty  exemptions,  there  is  little wonder why more and more individuals and International Companies are now choosing the  Emirates  as,  not  only their  business  headquarters,  but  also  in  many  cases  their primary choice of residence too.

In early 2003, Jebel Ali Free Zone Authority (JAFZA) Dubai’s foreign ownership Free Trade Zone became the first location in the UAE to provide offshore company formations. In February 2007, Ras Al Khaimah Investment Authority (RAKIA) and Ras Al Khaimah Free Trade Zone (RAKFTZ) located in the most Northerly region of the Emirates expanded their already thriving Free Zone to include offshore business formations, often known as International Companies (IC’s.) Due to the excellent operational service methods adapted by RAK Offshores, the offshore incorporation division of RAKIA and RAKFTZ, coupled with the clear documentation process and lower incorporation fees, have stepped into the driving seat of offshore formations within the UAE.

WHY CHOOSE THE EMIRATES?

There is a very significant difference between the ‘safe haven’ of The Emirates and other worldwide ‘tax shelters.’ The Emirates and other GCC countries of The Middle East are ‘tax free’ jurisdictions by nature and not by design.

WHAT DOES THIS MEAN?

The Emirates, in its very nature, has always been a ‘tax free’ country; A jurisdiction that has:

·    NO Corporation Tax;

·    NO Capital Gains Tax;

·    NO VAT (Value Added Tax);

·    NO Personal Tax; and

·    NO Death Duty Tax.

In short; it is, and has always been, a country with 0 Tax.

WHAT IS THE DIFFERENCE?

Other jurisdictions around the globe have become ‘tax havens’ by design. Over the years governments have  allowed  various  locations  within  their  sovereignty  to  offer  ‘tax havens’, as a form of ‘shelter’, therefore, offering a facility for wealthy individuals or corporate clients to ‘move’ their finances away from tax authorities. An army of pin striped, suited lawyers or city accountants would work to protect their clients from tax payments, by moving their interests to ‘tax havens’ designed for this purpose.

CHOOSE THE JURISDICTION WITH DILIGENCE

Always be mindful when choosing a ‘tax haven,’ as many jurisdictions have now been  ‘redesigned’ and do

not offer the security that they once provided – please consult ADAM Consulting for further information.

SAFETY AND SECURITY

In the  G20  Summit  held  in  February  2009,  there  has  been  a  crackdown  on  non-cooperative tax

havens, forcing major companies to look for safer, yet more pragmatic locations to  carry out their future business operations. It is important to note that, in accordance with the latest international best business practices, the UAE is NOT black or grey listed from any international organization such as the Organization for Economic Cooperation and Development (OECD) and the Financial Action Task Force (FATF.)

USEFUL INFORMATION

PRIVATE ACCOUNT HOLDERS

With reference to a private ‘joint’ account holder in the UAE and in the unlikely event that either of the two “joint owners” unexpected demise, the joint account, under UAE Civil Code Federal Law No.2 would be frozen.  The account may remain inactive for a period of 18 months or longer until probate, which gives reference to their estate, by way of a written “Will” is read. In additional, even if you legalise a Will, the laws of the UAE may still apply to immovable property such as real estate. If the accountholder dies without a “Will,” it is likely the estate, overseas property,  bank  account  or  any  other  asset,  including  the  vehicles,  will  be  distributed  in accordance of Sharia Law. The same would also apply to a single-personal bank account holder.

OFFSHORE ACCOUNT HOLDERS

With reference to an Offshore Account with multiple Shareholders, holding a joint account and in the unlikely event of the sudden demise of a Shareholder or joint account holder, there are two [2] possible solutions:

a.  A “Will” was previously filed.

In this case, the surviving Shareholder or partner could have the “WILL” read by probate.

b.  A “Will” was NOT previously filed.

In accordance with the regulations, the share will be distributed automatically between the remaining shareholders.

In each event (a) and (b) – accounts would not be held inactive – business could continue

AND assets remain part of the Company.

As professionally licensed  agents,  we  are  able  to  handle  your  corporate application  and document  process  with  ease. Through years of experience, local knowledge and direct contact with the authorities, we have a distinct advantage by being able to provide the best service, the most up to date information and the most cost effective solutions.

Often we are asked “how do we proceed?” or “what documents are required?”  Therefore, as a useful guide we provide all our clients with all the necessary help, offering step by step instructions through every stage of incorporation, from start to finish.   What is more, once incorporation is complete, we continue to offer our support whenever and wherever you need it.

Basic Information

Country

Political Stability

British Based Legal System

Type of Company

Tax on Offshore Profits

Applicable Law

Own Property in Dubai

Hold Shares in Companies

Corporate Requirements

Minimum Number of Shareholders Minimum Number of Directors Corporate Directors Permitted Secretary Required

Standard Authorised Capital/ Shares

Bearer Shares Permitted

Local Requirements

Registered Office / Registered Agent

Company Secretary Local Directors Local Meetings

Physical Presence for Incorporation

Due Diligence / Disclosure

Due Diligence Required

Disclosure of Beneficial Owner on Public File Government Filing of Register of Directors Government Filing of Register of Shareholders

Annual Requirements

Annual Return

Audited Accounts

 NOTICE

All original documents must be viewed by an Arab Embassy and the Ministry of Foreign Affairs in the country where  the  original  documents  were  produced.  Copies  will  be  taken stamped  and sealed  as ORIGINAL COPIES. This is also known as Legalization.

The chart is intended to provide an overview of key corporate features of the various jurisdictions. The content is general in scope and should not be relied upon as advice. ADAM Global strongly recommends that applicable professional advice be taken prior to establishing any corporate structure.

STANDARD LEGAL REQUIREMENTS & SUPPORTING DOCUMENTS

A.   INDIVIDUAL SHAREHOLDER(S)

1.   Passport Copy of the Shareholder(s)

2.   Copy of Immigration/Employment Status

a.   Recent UAE Entry Stamp Page on Passport (For Non-Residents)

b.   Visa Page Copy and No Objection Letter from the Sponsor (For holders of a UAE Resident

Visa)

3.   Proof of Address – Utility Bill, Telephone Bill

4.   Shareholder(s) Profile – CV/ Resume (Most up to date)

5.   Bank Reference Letter

B.   CORPORATE SHAREHOLDER(S)

1.   Certificate of Incorporation of the holding Company [notarized and attested/ apostilled]

2.   Certificate of Good Standing of the holding Company [notarized and attested/ apostilled]

3.   Certificate of Incumbency of the holding Company [notarized and attested/ apostilled]

4.   Memorandum & Articles of Association of holding Company [notarized and attested/ apostilled]

5.   Board Resolution – Calling for the establishment of an IBC or Offshore formation [notarized and attested/ apostilled]

6.   Power of Attorney [notarized and attested/ apostilled]

7.   Passport copy of the authorised signatory

C.   INDIVIDUAL DIRECTOR(S)

1.   Passport Copy of the Director(s)

2.   Director(s) Profile – CV/ Resume (Most up to date)

3.   Director(s) Appointment Letter

D.   CORPORATE DIRECTOR(S)

1.   Certificate of Incorporation of the existing company [notarized and attested/ apostilled]

2.   Certificate of Good Standing of the existing company [notarized and attested/ apostilled]

3.   Memorandum  and  Articles  of  Association  with  the  provision  to  provide  director  services

[notarized and attested/ apostilled]

4.   Board Resolution – to provide director services to an IBC or Offshore company [notarized and attested/ apostilled]

5.   Power of Attorney [notarized and attested/ apostilled]

6.   Passport copy of the authorised signatory

E.   INDIVIDUAL SECRETARY

1.   Passport Copy of the Secretary

2.   Secretary Profile – CV/ Resume (Most up to date)

3.   Secretary Appointment Letter

Vithul V Murali 
Dubai Mobile : +971 50 55 73 538

Skype : Vithul.murali