Overview
The UAE offshore registries — RAK ICC, JAFZA Offshore and Ajman Offshore — incorporate international business companies. They are holding vehicles.
What they cannot do
Trade in the UAE. Hold a regulated licence. Generate residence visas. Occupy premises. An offshore company used as an operating company is not a structure; it is a breach.
What they are for
Owning the shares of a licensed UAE operating company. Holding intellectual property and licensing it down. Holding real estate, in the case of the Dubai registry. Providing a clean layer at which founders and investors can transact without touching the regulated entity.
The structure that works
Founders hold the offshore company. The offshore company holds the licensed operating company. The operating company holds the licence and answers to its regulator.
This is useful for succession, for admitting investors without a change of control at the licensed entity, and for keeping intellectual property outside the entity most exposed to regulatory risk.
What it does not do
It does not make ownership private. Ultimate beneficial ownership is reportable, registers must be maintained, and a regulator assessing a licence application will follow the chain to natural persons however many layers sit between.
Economic substance reporting applies depending on the activities carried on. The current scope of that regime should be confirmed rather than assumed.
How we help
We choose the jurisdiction on the business the client actually has — the customers, the counterparties, the activities and the tax position — and we say plainly when a cheaper jurisdiction would serve just as well.
Regulators
Common questions
Can we run the exchange from a RAK ICC company?
No. Offshore companies cannot carry on licensed activity in the UAE. The exchange needs a licensed operating entity; the offshore company can own it.
Does an offshore layer hide the owners?
No. UBO information is reportable and registers must be kept. An offshore layer changes who holds the shares, not who the regulator knows about.
Sources
- Jurisdiction position to be confirmed against the current authority guidance — Ownership, activity and substance rules change; verify before reliance