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MOLINARI LEGAL CONSULTANCY
Sheikh Zayed Road
Emarat Atrium, Suite 306
P.O. Box 58006, Dubai, U.A.E.

Tel  00971 4 3431903
Fax  00971 4 3431901
E-mail   molinari@emirates.net.ae
 
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Authorized OFFSHORE AGENT 

in Unites Arab Emirates for :


JEBEL ALI FREE ZONE (JAFZA) OFFSHORE - DUBAI 

RAK INVESTMENT AUTHORITY (RAK) OFFSHORE - RAS AL KHAIMAH 



U.A.E. OFFSHORES - The United Arab Emirates cannot be identified simply as a tax heaven. The UAE is a real country with a real economy with a population of approximately 5 million. It has an established history of international trade, finance and business, and today it is one of the fastest growing countries in the world with one of the highest standards of living.

The choice of a suitable jurisdiction is an important decision and requires careful considerations.

Important aspects to be examined and which both JAFZA and RAK offers may be outlined as follows:

Uniqueness

UAE is not a dependent or 'overseas' territory of another country

UAE has Double Taxation Avoidance Agreements (DTAA) with a number of countries
Double taxation agreements prevent individuals and corporations from being susceptible to paying tax on the same item during the same time period. These agreements determine which of the two states concerned should levy tax in a particular situation: Austria, Belarus, Belgium, Canada, China, Czech Rep., Egypt, Finland, France, Germany, India, Indonesia, Italy, Lebanon, Malaysia, Malta, Morocco, New Zealand, Pakistan, Poland, Romania, Singapore, Sudan, Thailand, Tunisia, Turkey, Ukraine. 
UAE is not a member of the Organization for Economic Cooperation and Development (OECD)

No foreign exchange of information.

UAE is not on the OECD 'blacklist' of tax havens (nor the FATF blacklist)

UAE is not a member of the EU, and is not subject to EU regulation

Main activities of UAE OFFSHORE COMPANY

• General Trading
• Consulting and Advisory Services
• Holding Company (Buy/Hold/Sell stakes of companies)
• Investments and Joint Investments Company
• Property Owning
• International services
• Professional Services
• Shipping and ship management companies
• Commission Agents Company – Intermediary Brokers (IB's)

Fiscal & Regulatory benefits of UAE OFFSHORE COMPANY

• 100% income tax exemption
• 100% corporate tax exemption
• 100% capital and profit repatriation
• 100% ownership in Free Zones
• No Import or Export taxes
• No capital gains tax
• No Value-added tax
• No Withholding tax
• Proximity to entire Gulf and global markets

Main features of UAE OFFSHORE COMPANY

• It does not need to have physical offices in the UAE.
• It may not carry on business within the UAE.
• It may not obtain UAE Residency Visa.
• It may have non UAE resident as director or shareholder.
• It may have UAE resident as director or shareholder.
• It may have corporate shareholder/corporate director
• It does not require the shareholder/directors  to be physically present in the UAE for incorporation
• It may own real estate in the UAE, with prior authorization from the Authority.
• It may not do banking and insurance business without special license.
• It may maintain bank accounts and deposits in the UAE or worldwide.
• It is not obliged to maintain its books and records.
• It may hold shares in other UAE and worldwide companies.
• It may own yachts registered in the UAE. 
 

Generally the nature of the company has to be indicated through the words "Limited" or "Ltd.".

A company may be formed with minimum of one shareholder and there is no limitation as of maximum.

Capital is required for the incorporation of an offshore company but there is no minimum capital requirement.

Share capital may be divided into different classes. Bearer shares are not allowed. Shares may be issued fully, partly or nil paid.

AE Dirham (and US Dollar ) can be used as the denomination for the capital. Any foreign currency is acceptable but prior consent has to be approved by the Offshore Authority.

No requirement for a local resident to be a Shareholder, only proof of residence is required to be submitted.

The company must keep a copy of the share register at the registered office address. This is available for inspection by the members and is not publicly available. The company may voluntarily file at the Registrar the copies of the register of members.

Sole directors are permissible. There is no statutory limitation for maximum number of directors permitted, although the articles may impose a limit.

Corporate entities are even permitted to hold shares in UAE Offshore companies.

The director can be a resident or any foreign citizen but is required to submit the proof of residence and other relevant documents.

The directors have all the powers of the company that are not reserved to the members under the Regulation or in the memorandum and articles.

The directors may meet at such times and places within or outside the UAE as the directors may determine to be necessary or desirable.
Telephone and other electronic meetings are allowed. Subject to a requirement in the memorandum and articles the director shall be given reasonable notice of meetings of directors, although this rule is subject to a waiver of notice.
The presence of a director at a meeting shall be deemed to constitute a waiver on his part. The quorum of a meeting of directors is fixed by the memorandum and articles but where no quorum is fixed, a meeting of directors is properly constituted if one half of the total number of directors is present in person or by alternate.

There is no public register of directors, although the company may voluntarily file its register of directors with the Registrar.

A company incorporated under the Regulation shall keep such accounts and records as the directors consider necessary or desirable in order to reflect the financial position of the company.

 

They may be audited by persons approved by the directors.

The company must at all times have a registered office and registered agent within JAFZA or Ras Al Khaimah.

A copy of the share register and the register of directors and an imprint of the common seal must be kept at the registered agent. Other records such as minutes of meetings of directors, members and copies of all resolutions may be kept at such places as the directors determine, but copies must be kept at the registered agent's address. These are not available for public inspection, other than by members or directors. If copies of these registers and documents are kept other than by the registered agent, the registered agent must be notified of the location of the original.  If the company fails to comply with these provisions it is liable to a fine.

 

A company may maintain at its registered office a register charges and other encumbrances. This is not mandatory. Similarly, a public register may be maintained at the option of the company.

A company must have a common seal.

A company incorporated under the laws of a foreign jurisdiction may continue its existence as a company registered under the Act. Similarly, UAE Offshore business companies may transfer their domicile to foreign territories that permit such procedures.

 

 FOR FURTHER INFORMATION : molinari@emirates.net.ae

© 2009-2013 Molinari Legal Consultancy. All Rights Reserved.

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