New JAFZA offshore companies regulations 2018

JAFZA have passed new JAFZA Offshore Companies Regulations 2018 that replace the existing Regulation of 2003.

There are few provisions that are not yet implemented and we need to live and see how it will work. In particularly, the possibility for a JAFZA offshore to have a physical office in Dubai. Clause 31.1 states “an Offshore Company shall at all times have a registered office which must either be, an office maintained in the Zone, a property owned by the Offshore Company in a designated freehold area in the United Arab Emirates, or the office of the Offshore Company’s Registered Agent in Dubai, to which all communications and notices may be addressed.” Currently, it must be the office of registration agent.

The Regulations also provide for visa possibility. Clause 31.2 states: “An Offshore Company which owns a property in a designated freehold area in the United Arab Emirates may apply to the Authority for a residency visa for its members, and the approval of such application is subject to the Authority’s eligibility requirements.”

We have summarised below the key amendments made to the offshore companies’ regime in comparison to the existing one.


Current JAFZA Offshore Regulation 2003

Key Amendments by 2018 Regulations on JAFZA Offshore

Offshore type

Having one type of JAFZA offshore company that must have a registration agent and no physical office

Clause 31 - Two type of JAFZA offshore companies:

1)      As current – with agent and no physical office;

2)      With physical office and address and that does not necessarily require a registration agent (NOT YET IMPLEMENTED)


Not required (offshore uses address of the registration agent)

Clause 31 - Offshore type with physical office and address. (NOT YET IMPLEMENTED)

Clause 31.2- Eligibility for visa (subject to relevant authority’s approval)


Corporate records must be kept for 5 years

Clause 59.3 - Corporate records must be kept for 10 years


Secretary must be individual

Secretary could be a corporate body or natural person


Must be at least 2 (two) directors, all individuals only

Clause 33.1 - Minimum 1 (one) Director that could be corporate body

Property areas

Areas of properties ownership are specific

Clause 14.1 (f) -Permitted to own real estate on the areas to be referred to in general as freehold areas


One class of shares

Clause 19 and 20 - Classes of shares and variation in rights of shares is permitted

Buy own shares

Not permitted

Clause 28 - Offshore can buy its own shares


Not permitted

Clause 111 - Foreign offshore company can be re-domiciled as JAFZA offshore or other way around (Certificate of Continuation)


Not permitted

Clause 118 - Options to convert JAFZA offshore company to FZE/FZCO or PLC

Marina Fox Legal Consultancy is the registered agent with JAFZA and we will be happy to assist you in incorporation of JAFZA Offshore Company. You can reach us via