Offshore Company Setup in the UAE (2026)

Offshore company setup in the UAE is the cheapest corporate structure the country sells and the most commonly mis-sold. RAK ICC registers a company for AED 3,250 in two working days, with no office, no audit and no minimum capital. What it does not give you is a trade licence, a residence visa, or, in most cases, the 0% tax position the marketing implies.

This guide prices offshore company setup in the UAE from the three registries' own published schedules, sets out exactly what an offshore company may and may not do, and works through the 2026 tax position, which changed materially in August 2025 and which most offshore pages on the internet still describe incorrectly.

It covers the UAE-national picture. For the Dubai-specific angle, including JAFZA Offshore and Dubai property holding, see our guide to offshore company formation in Dubai.

What Offshore Company Setup in the UAE Actually Means

Offshore company setup in the UAE means registering an International Business Company with one of three registries: RAK International Corporate Centre, Ajman Free Zone Offshore, or JAFZA Offshore in Dubai. It receives a certificate of incorporation. It does not receive a trade licence, and that single distinction explains almost everything else.

Three Registries, Three Different Rulebooks

RAK ICC operates under the RAK ICC Business Companies Regulations 2018, made under Ras Al Khaimah Decree No. 4 of 2016. JAFZA Offshore operates under the Offshore Companies Regulations 2023, which repealed and replaced the 2018 regulations. Ajman Offshore sits inside Ajman Free Zone and publishes the least of the three by a wide margin.

They are not interchangeable. RAK ICC requires no audit at all; JAFZA Offshore makes one mandatory. JAFZA Offshore has property rights written into its own regulations; RAK ICC reaches Dubai property through a 2019 memorandum with the Land Department. Ajman restricts property ownership to the emirate of Ajman.

No Trade Licence Means No Visa

This is the point most offshore marketing skates past. Because no UAE authority issues a trade licence or an immigration establishment card to an offshore company, there is no visa quota to allocate and no residence visa available through the structure.

RAK ICC's own products confirm it by working around it. Its Premium Product obtains residence visa eligibility, office space and substance by adding a RAKEZ subsidiary; its Global Product is a free-zone-style package with offices and visas. In both cases the visa comes from the free zone entity, never from the offshore company.

And No Trading Inside the UAE

The regulations are conditional rather than flatly prohibitive, which matters for how you read them. RAK ICC Regulation 40(5)(a) says no company shall carry on business with persons in the Zone unless expressly authorised, and Regulation 40(8) says no company shall conduct activities in the UAE outside the Zone without first obtaining all appropriate licences from the competent authorities.

Since no UAE licensing authority issues a mainland or free zone trade licence to an offshore company, the practical answer is no. Regulation 40(5)(c) goes further and bars financial services by way of business anywhere in the world, with Regulation 40(7) defining that as deposits, e-money, lending, insurance, securities dealing, collective investment schemes and consumer credit.

What Offshore Company Setup in the UAE Lets You Actually Do

What offshore company formation in the UAE permits is narrower than the brochures suggest and wider than the restrictions make it sound. RAK ICC Regulation 40(6) sets out safe harbours that expressly do not count as carrying on business in the Zone.

• Professional contact with lawyers, accountants and management companies inside the UAE
• Keeping the company's books and records in the Zone
• Holding director and member meetings in the Zone
• Maintaining a bank account in the Zone for routine operational transactions
• Holding assets in designated areas
• Holding ownership interests in a body corporate that does carry on business in the Zone

That last one is the structural key. An offshore company cannot trade in the UAE, but it can own a company that does. RAK ICC and the Ras Al Khaimah Department of Economic Development confirmed the route in August 2021: an offshore company may hold a RAK DED mainland subsidiary, and the subsidiary holds the licence and the visas.

Ajman Offshore's Permitted Activity List

Ajman Free Zone publishes a permitted activity list for its offshore licence, which is more than RAK ICC does in that form: one activity through to general trading, consulting and advisory services, holding company, investments and joint investments, property owning, international services, professional services, shipping and ship management, commission agents, and an intellectual property holding company. The IP holding company requires separate registration with the Ministry of Economy.

Ajman's own description is unusually blunt about what the vehicle is: offshore companies make no economic or commercial activity and are termed non-resident companies. Note also that the free zone's domain moved and afz.ae now redirects to afz.gov.ae, so older citations are stale.

The Dubai Property Route

A RAK ICC company can register Dubai freehold property. The Dubai Land Department and RAK ICC signed a memorandum on 16 July 2019 allowing companies registered with RAK ICC and RAKEZ to register freehold plots and properties or any right in rem in Dubai, subject to a No Objection Letter and the Department's standard fees and procedures.

The route is live and transactional in 2026: RAK ICC's published fee schedule carries a No Objection Certificate at AED 1,250 per property. Two caveats. The Land Department's stated default is that shareholders should be natural persons, though it may also approve juristic or mixed ownership. And no official list of approved developers or areas exists, so any named-developer list you find on an agent blog is not published by either body.

JAFZA Offshore reaches the same outcome through its own regulations rather than a memorandum. Regulation 14.2(f) permits it to own property in a designated freehold area in the UAE, which is the structural reason the Land Department has historically accepted JAFZA offshore companies directly.

Cost of Offshore Company Setup in the UAE in 2026

Only one of the three registries behind offshore company setup in the UAE publishes a full fee schedule, and that is RAK ICC, and its 2026 schedule took effect on 1 January 2026. Every figure below is from that document. JAFZA publishes one number. Ajman publishes none.

The RAK ICC Published Schedule

• Incorporation: AED 3,250 for one year, AED 6,700 for two, AED 9,600 for three
• Renewal: AED 3,950 for one year, AED 7,250 for two, AED 10,650 for three
• Incorporation or renewal with a corporate service provider activity: AED 6,750
• Foundation: AED 1,500 to register, AED 1,500 to renew, plus an annual licence of AED 750
• Segregated portfolio company: AED 1,500 per portfolio
• High-risk enhanced due diligence differential: AED 7,000 on an IBC, AED 8,500 on a Foundation
• Certificate of Good Standing: AED 750, and a Certificate of Incumbency AED 1,000
• No Objection Certificate per property: AED 1,250
• Re-domiciliation: AED 3,250 to transfer in within the UAE, AED 5,500 to transfer out
• Urgent same-day processing: AED 1,250, which does not apply to re-domiciliation
• Name reservation extension for 90 days: AED 550
• Name change, change of registered agent, liquidation or voluntary strike-off: AED 1,500 each

Structural add-ons matter on anything but the simplest company. More than three shareholders or directors costs AED 200 each, or AED 400 if corporate. More than three activity groups is AED 550 each. Complex structures add AED 1,250 to AED 1,750, and any service not listed defaults to AED 1,250.

What the Registry Charges Is Not What You Pay

A RAK ICC company can only be incorporated through a registered agent, and the agent's fee to you is commercial and unpublished. The AED 12,500 figure in the schedule for registered agent onboarding and renewal is what the agent pays RAK ICC for its own licence, not what you pay the agent.

Agent all-in packages commonly land around AED 8,500 a year against a registry cost of AED 3,250 in year one. The difference is the agent's margin, and it is legitimate work, but you should know which part of the invoice is a government fee and which is a service fee before you sign.

Late Renewal Gets Expensive Quickly

RAK ICC gives a one-month grace period after the renewal date. After that the surcharge rises to 10%, 15%, 25% and 50% across months two to five, and a strike-off notice follows in month six. Restoration is a flat AED 550. Administrative fines run in five levels from AED 1,000 to AED 20,000.

JAFZA Offshore and Ajman Offshore

JAFZA publishes a registration fee of AED 10,000, plus AED 50 per specimen signature and AED 10 or AED 20 for courier inside or outside the zone, with processing in 5 to 7 working days. It does not publish an annual renewal fee.

Ajman Free Zone publishes no offshore fee schedule at all. Its cost calculator contains no offshore option and its types-of-business page does not list offshore among FZE, FZC and the two branch forms. Agent quotes range from AED 8,999 to AED 10,999 to form with AED 4,999 to renew, or USD 2,400 either way, which is a spread wide enough to tell you nobody is working from a tariff. The common claim that Ajman is cheaper than RAK ICC is not supportable from published data, because only one of the two publishes anything.

Ownership, Directors and Filing in Offshore Company Formation in the UAE

Offshore company formation in the UAE is deliberately light on governance, and the specifics are worth knowing because they are the real product.

What RAK ICC Requires of an Offshore Company

• A registered agent at all times, under Regulation 92(1). Breach is a Level 3 fine of AED 5,000
• A registered office in the UAE, which must be the agent's office where the agent has one. No PO Box
• A minimum of one director, under Regulation 114(4)
• At least one director who is a natural person. Corporate directors are permitted alongside, under Regulation 116(3)
• A minimum of one shareholder, with 100% foreign ownership and no minimum share capital
• No company secretary, unlike JAFZA Offshore which requires one

Four Company Types or Five, Depending Which Document You Read

Regulation 5(1) of the Business Companies Regulations lists four: a company limited by shares, a company limited by guarantee not authorised to issue shares, a company limited by guarantee authorised to issue shares, and an unlimited company authorised to issue shares. A restricted purposes company is a registration status under Regulation 8 rather than a separate type, and a segregated portfolio company is governed separately under Regulation 154.

RAK ICC's own fee schedule, website and FAQ all list five, adding restricted purpose and segregated portfolio as types in their own right. Both framings appear in official RAK ICC material. Separately, RAK ICC registers Foundations under the Foundations Regulations 2019 as amended in 2025, with the amendments effective 31 July 2025.

No Audit, but Real Record-Keeping

There is no audit requirement anywhere in the RAK ICC Business Companies Regulations, no auditor appointment and no financial statements filed with the registrar. The Regulation 262 annual return is a confirmation statement only: company type, principal activity, a portfolio statement for a segregated portfolio company, and a declaration that filings are current. It is due within 30 days of the incorporation anniversary along with the annual fee.

Regulation 103 is the obligation people miss. Records and underlying documentation must be kept, sufficient to show and explain the company's transactions and to determine its financial position with reasonable accuracy, retained for at least 5 years, either at the agent's office or elsewhere in or outside the UAE. If they are held away from the agent, the company must tell the agent the physical address and notify any change.

JAFZA Offshore is the opposite. Its regulations require accounts to be prepared, examined and reported on by auditors within 6 months of the financial period end and laid before a general meeting, with a 10-year record retention period against RAK ICC's 5. That is the sharpest single contrast between the two registries.

The UBO Register Applies to All Three

Cabinet Decision No. 109 of 2023 covers licensed or registered legal persons in the UAE including the commercial free zones. Only wholly government-owned companies, the financial free zones of DIFC and ADGM, and governmental partners are exempt, so RAK ICC, Ajman and JAFZA offshore companies are all in scope.

Three registers are required: a beneficial owner's record covering anyone with 25% or more of ownership or voting rights or ultimate control by other means, a register of partners or shareholders, and nominee board member data. You have 60 days from registration to comply, 15 days to notify a change, and 14 days to respond to a Registrar request. Penalties sit in Cabinet Decision No. 132 of 2023. RAK ICC charges AED 500 for a certified extract and AED 250 per UBO or nominee added or removed.

The 2026 Tax Position for Offshore Company Setup in the UAE

This is where offshore company setup in the UAE is most often sold on a promise the law has not supported since June 2023. The position is clear once you take it in order.

You Are a Taxable Person. There Is No Offshore Exemption

Article 11(3)(a) of Federal Decree-Law No. 47 of 2022 defines a Resident Person as a juridical person incorporated or otherwise established or recognised under the applicable legislation of the State, including a Free Zone Person. An offshore company registered at RAK ICC, Ajman or JAFZA is incorporated under UAE legislation, so it is a Resident Person and a Taxable Person.

It must register for corporate tax, obtain a Tax Registration Number and file a return within 9 months of the end of its tax period. The rate is 0% on taxable income up to AED 375,000 and 9% above. Registration is free and required whether or not tax is owed.

Can It Be a Qualifying Free Zone Person and Get 0%?

Almost certainly not, but the reasoning usually given for that is wrong and worth correcting. The common claim is that RAK ICC is not a free zone. The Federal Tax Authority's own Taxation of Family Foundations guide from May 2025 describes foundations as capable of being established under the legislation of free zones such as DIFC, ADGM and RAK ICC, which cuts directly against that argument.

On the other side, Article 1 of the corporate tax law defines a Free Zone as a designated geographic area specified in a Cabinet decision, and no public Cabinet list of qualifying free zones has ever been published. The Authority's Free Zone Persons guide, still the May 2024 version, tells taxpayers to check with their own free zone authority. The honest answer is that the question is unsettled.

Three Reasons It Fails Anyway

The first is substance. Article 18(1)(a) and Article 8(1) of Cabinet Decision No. 100 of 2023 require core income-generating activities to be undertaken in the free zone with adequate assets, an adequate number of qualified full-time employees and adequate operating expenditure there. An offshore company with no premises, no staff and no operating spend cannot meet that. Outsourcing is permitted under Article 8(2) but requires adequate supervision, which itself needs substance.

The second is the property rule in the box above, which removes the main use case entirely. The third is audit: Ministerial Decision No. 229 of 2025 makes audited financial statements a condition of qualifying status, and RAK ICC requires no audit, so a RAK ICC company would have to commission one voluntarily. Very few do.

What You Do Not Have to Do

Economic Substance Regulations no longer apply. Cabinet Decision No. 98 of 2024 limits them to financial years from 1 January 2019 to 31 December 2022, so they do not apply to any financial year beginning on or after 1 January 2023. Penalties imposed for later periods are cancelled by the Federal Tax Authority and amounts already collected are refunded. Historic filings and open penalties for 2019 to 2022 remain live.

Substance did not stop mattering, though. It moved into the corporate tax regime through Article 18 and Cabinet Decision No. 100, where it is stricter, because it now gates a tax rate rather than a filing.

Audited accounts are usually not required either. Ministerial Decision No. 84 of 2025, effective for tax periods commencing on or after 1 January 2025, requires them only from a taxable person with revenue above AED 50,000,000 or from a Qualifying Free Zone Person. A typical offshore holding company below that threshold and not claiming qualifying status does not need one for corporate tax purposes, although a JAFZA Offshore company needs one under JAFZA's own regulations regardless.

Country-by-Country Reporting and Automatic Exchange

Country-by-Country Reporting under Cabinet Resolution No. 44 of 2020 bites only at AED 3,150,000,000 of consolidated group revenue, so it is irrelevant to a standalone holding vehicle and relevant only if the offshore entity sits inside a very large group.

On the Common Reporting Standard and FATCA, the filing obligation sits on Reporting Financial Institutions rather than on ordinary holding companies. A UAE offshore holding company is normally a Passive Non-Financial Entity, so it does not report itself. Its bank reports the account and looks through to the controlling persons, which in practice means your details reach your home tax authority anyway.

RAK ICC vs JAFZA Offshore vs Ajman Offshore

Three registries, three genuinely different products, and only one set of numbers you can rely on. The table below carries only figures each registry publishes itself, which is the fairest way to compare offshore company setup in the UAE.

Read the fourth and fifth rows together, because they are the real choice. RAK ICC is cheaper, faster and lighter. JAFZA Offshore costs more and imposes a statutory audit and a decade of record retention, and in exchange gives the cleanest property position of the three, since its rights sit in its own regulations rather than in a memorandum.

Ajman is the difficult one to recommend, not because it is bad but because nothing about it is published. Its governance rules, its fees and its audit position all come from agents rather than from the free zone, and its property rights stop at the emirate border.

Banking a UAE Offshore Company: The Honest Version

Banking is the stage that decides whether offshore company setup in the UAE works at all, and it is the stage about which nobody publishes anything useful.

No Bank Publishes a Policy, in Either Direction

No UAE bank publishes an acceptance policy, a refusal list or criteria for offshore entities, and neither does the Central Bank. Every claim that banks will not open for a RAK ICC company, and every agent guarantee that they will, traces to a blog or a forum rather than to a published policy. Treat both with the same scepticism.

What Is Documented Is the Pressure, Not the Outcome

The Central Bank's guidance for licensed financial institutions on customer due diligence flags opaque ownership structures with multiple layers that lack a clear rationale, and structures that appear unusual or excessively complex for the business. Enhanced due diligence for higher-risk customers requires senior management approval, source of funds and source of wealth, enhanced monitoring, and an initial payment routed through an equivalently regulated account.

Federal Decree-Law No. 10 of 2025 on anti-money laundering, counter-terrorist financing and proliferation financing, together with its executive regulations in Cabinet Resolution No. 134 of 2025, replaced the previous framework and drives both the registered agent's checks and the bank's.

The Defensible Summary

A UAE offshore company is not prohibited and is not a shell bank. It is a no-substance, non-resident-style legal person whose profile maps onto several of the Central Bank's own enhanced due diligence triggers. Onboarding is therefore discretionary, slow and frequently declined. Notably, RAK ICC's own Regulation 40(6)(d) expressly contemplates the company holding a bank account in the zone, so the regulator assumes banking is possible.

What moves an application is evidence: a clear commercial rationale for the structure, documented source of wealth, an ownership chart resolving to natural persons, and ideally an operating subsidiary or a real underlying asset. What sinks one is a structure whose only apparent purpose is opacity.

What Opens While the Bank Application Runs

Two account providers onboard far faster than a UAE retail bank, and both are payment institutions rather than banks, which is exactly why. Equals Money opens a business account with no opening fee, no monthly fee and a two-day onboarding time. 3S Money is the cross-border option, again with no opening fee, from EUR 100 a month and onboarding in about four days.

Be realistic about fit. Both run full know-your-customer and source-of-funds checks, and a pure holding vehicle with no transaction flow is a harder file for them than for a trading company. Where they work well is alongside an operating subsidiary, which is the structure most UAE offshore setups should have anyway.

Neither provider removes the compliance work, they simply run it faster and with less patience for an incomplete file. The sequence that works for an offshore structure is to establish the operating entity first where one is needed, open the account against that, and let the holding company sit above it.

Our guides on the best offshore business bank accounts in the UAE and on opening a business bank account in the UAE cover the options and the document set in full.

Who Offshore Company Setup in the UAE Actually Suits

Three questions settle whether offshore company setup in the UAE is right for you. None is about price, because at AED 3,250 the registry fee is never the deciding factor.

Are You Holding Something, or Doing Something?

Holding is what this vehicle is for: shares in operating companies, intellectual property, a yacht or vessel, investment portfolios, Dubai freehold property. If you are invoicing customers, employing people or needing a residence visa, offshore is the wrong tool and a free zone or mainland company is the right one. Our guide to free zone company formation in the UAE covers the alternative.

Do You Need the Structure to Produce a Tax Outcome?

If yes, get advice before you incorporate rather than after. The UAE offshore company is inside UAE corporate tax, is very unlikely to qualify for 0%, and cannot use the property exclusion at all. It may still be the right structure for succession, asset protection or consolidating ownership, but those are governance outcomes, not tax ones.

Can You Live With the Banking?

This is where most offshore plans actually fail. If the structure cannot get an account, it cannot receive dividends or pay costs, and the elegant holding chart becomes a dormant company accruing AED 3,950 a year in renewals. Test the banking appetite before you register, not after.

Who Should Not Use It

Anyone who needs a UAE residence visa, anyone selling into the UAE market, anyone whose only goal is a lower tax bill, and anyone who cannot articulate a commercial reason for the structure that a compliance officer would accept. For all four, a mainland or free zone company does the job properly.

Re-domiciliation, and a Correction

An existing foreign company can move into RAK ICC under Regulations 186 to 189, and a RAK ICC company can move out under Regulation 190, in both cases keeping its legal personality. RAK ICC prices this at AED 3,250 to transfer in within the UAE and AED 5,500 to transfer out. Inbound transfer is blocked if the company is in liquidation or receivership, has an unconcluded creditor arrangement, faces a pending insolvency application, or attracts a public-interest objection.

Federal Decree-Law No. 20 of 2025 is frequently cited in this context and it is the wrong instrument. It amends the Commercial Companies Law, was issued on 1 October 2025 and came into force on 15 October 2025, and its Article 15 bis allows transfers of registration between UAE jurisdictions. But Regulation 1(3) of the RAK ICC Business Companies Regulations expressly disapplies the federal Commercial Companies Law to RAK ICC companies, and no official statement applies the 2025 amendment to the offshore registries. Treat any claim that it makes offshore re-domiciliation easier as unverified.

Related Reading

For the Dubai angle including JAFZA Offshore, see offshore company formation in Dubai. For the operating alternatives, see company formation in the UAE, free zone company formation in the UAE and mainland company formation in the UAE. Our guide to company types in the UAE compares every structure side by side, and opening an offshore bank account in Dubai covers the banking side in more depth.