Practice · Offshore

An offshore company is a holding vehicle. Most of the trouble starts with expecting it to be something else.

RAK ICC and JAFZA Offshore companies own shares and assets. They do not carry a trade licence, confer residency, or operate onshore — and the cost of discovering that late is a restructuring.

The structural point

An offshore company is not a free-zone company.

RAK ICC and JAFZA Offshore vehicles are holding companies. They are not trade licences, they do not come with premises or visas, and they are not the entity through which a business operates in the UAE. Groups that conflate the two end up with a vehicle that cannot do what they assumed — or an operating licence where a holding structure was wanted.

The question that decides it

What is the vehicle actually for?

Holding real property, ring-fencing an asset, sitting above an operating company, or holding shares for a succession plan are different jobs, and they point at different structures — sometimes offshore, sometimes a DIFC or ADGM entity, sometimes a foundation. The choice is made once and lived with for years, usually by people who inherit it.

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UAE offshore registries

RAK ICC and JAFZA Offshore. Each has its own registry, its own rules on what the vehicle may hold, and its own relationship with the onshore authorities.

Banking

The practical constraint

A structure that cannot open or keep an account is not a structure. Account-opening and ongoing compliance now shape vehicle choice as much as the corporate law does.

UBO

Disclosure is the norm

Beneficial ownership reporting applies. Offshore in this sense means a holding vehicle outside the onshore licensing regime — not opacity, and structures built on that assumption fail.

What a UAE offshore company is, and is not

RAK ICC and JAFZA Offshore companies are holding vehicles. They are used to own shares, hold real property where the registry permits it, and sit above operating entities. They do not carry a trade licence, do not confer residency, and are not the entity through which business is conducted onshore.

That distinction is the source of most of the difficulty we see. A group is advised to incorporate "offshore", assumes it has an operating platform, and finds later that the vehicle cannot invoice a UAE customer, sponsor a visa, or lease premises. The remedy at that point is a restructuring rather than an amendment.

Choosing between offshore, free zone and onshore

The right answer depends on what the vehicle is for. A holding company sitting above a group, an entity to ring-fence a single asset, a structure intended to survive a succession, and a company that will actually trade are four different problems. Offshore suits some of them; a DIFC or ADGM entity, a mainland company or a foundation suits the others. We work the question in that order — purpose first, vehicle second — because the reverse produces structures that have to be unwound.

Banking, substance and disclosure

Two practical constraints now govern offshore structuring more than the corporate law does. The first is banking: a vehicle that cannot open or maintain an account does not function, and account-opening turns on the underlying activity and beneficial ownership rather than the incorporation certificate. The second is disclosure — beneficial ownership reporting applies, and any structure whose rationale depends on obscurity is built on a premise that no longer holds.

What we handle

RAK ICC incorporation JAFZA Offshore incorporation Holding structure design Property-holding vehicles Share transfers & restructuring Beneficial ownership filings Bank account support Migration & redomiciliation Succession-driven structures Wind-down & strike-off

Frequently asked questions

Can a UAE offshore company trade in the UAE?

No. RAK ICC and JAFZA Offshore vehicles are holding companies. They do not carry a trade licence and are not the entity through which business is conducted onshore. A company that will actually trade needs a mainland or free-zone licence instead.

Does an offshore company give residency?

No. These vehicles do not confer residency or sponsor visas. Where residency is part of the objective, it comes from a different structure and should be planned alongside rather than assumed.

Offshore, free zone or onshore — how is that decided?

By what the vehicle is for. A holding company above a group, a vehicle to ring-fence one asset, a structure meant to survive a succession, and a trading company are different problems with different answers. Deciding the vehicle before the purpose is the most common and most expensive mistake.

Is an offshore structure confidential?

Beneficial ownership reporting applies, and banks conduct their own diligence on the underlying owner. Offshore here means a holding vehicle outside the onshore licensing regime, not opacity. Structures built on an expectation of secrecy do not survive contact with a bank or a regulator.

Can an offshore company own property in the UAE?

In defined circumstances, depending on the registry and the emirate, and the position differs between RAK ICC and JAFZA Offshore. It is a question to settle before acquisition rather than after, because correcting the holding structure post-purchase is expensive.

Related practices

Tell us what the vehicle is for, before it is incorporated.

Describe what you need the structure to hold, who should own it and what happens to it on a succession or a sale. We will tell you whether offshore is the right vehicle, and what it will and will not let you do.

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