UAE Holding Companies (2026): JAFZA Offshore, RAK ICC and Ajman Offshore Compared

Last reviewed: 26 October 2026

Three UAE registries incorporate companies for holding and SPV use rather than trading. This comparison sets out their legal basis, routes to Dubai property, Corporate Tax position and ongoing obligations, as of 26 October 2026.

What these companies are, and what they are not

JAFZA Offshore, RAK ICC and Ajman Offshore companies are incorporated by a UAE registry rather than licensed to trade. Groups and families use them to hold shares, as special purpose vehicles (SPVs) and, in defined cases, to hold UAE property. They are not licensed for onshore UAE trading by default.

The limits differ by registry:

• JAFZA. The 2023 Regulations allow lawful business activities permitted by the Registrar, with licences from the competent authorities for business in the Zone or elsewhere (Regs 14.1 and 14.3). The company may own property in designated freehold areas and lease it as its registered office. It may also own a stake in a UAE operating company and hold a UAE bank account, subject to each bank's own acceptance (Reg. 14.2). Business outside these limits carries an AED 50,000 fine (Schedule 3, item 2).
• RAK ICC. A company needs RAK ICC's express authorisation to do business with persons in the Zone. It may not provide financial services by way of business anywhere in the world. The Regulations define these broadly, including deposit-taking, lending, insurance, securities dealing and investment advice (Reg. 40(5) and (7)). Elsewhere in the UAE, it needs all required licences from the competent authorities (Reg. 40(8)).
• Ajman. Ajman Free Zone (AFZ) presents the Ajman Offshore licence for holding companies, SPVs, real estate holding and parent-company structures. It states that the licence does not suit businesses needing local UAE operations.

To employ staff, trade in the UAE or obtain residence, a free zone or mainland licence is usually the relevant vehicle. JAFZA and RAK ICC each offer a partial exception, described below.

The three regimes at a glance

JAFZA Offshore

The JAFZA Offshore regime dates from a Decision of 15 January 2003. The current text is the Jebel Ali Free Zone Offshore Companies Regulations 2023, issued in October 2023. They repealed and replaced the 2018 Regulations (Reg. 4.1).

The 2023 Regulations require:

• one or more shareholders (Reg. 5.1);
• at least one director, who is a natural person aged 18 or over, not disqualified and not an undischarged bankrupt (Regs 33.1 and 33.2, Schedule 1);
• a secretary (Reg. 44), defined as a natural person, although the Regulations also provide for a corporate "Nominee Secretary" approved by JAFZA (Schedule 1);
• a JAFZA-approved registered agent at all times, unless the company keeps an office in the Zone (Reg. 32);
• a name ending in "Limited"; bearer shares are prohibited (Regs 5.3(a) and 22);
• an annual audit, with accounts laid before a general meeting within six months of the period end (Regs 60.4 and 63.1).

The company may also have a corporate director approved by JAFZA, called a "Nominee Director" (Reg. 33.3 and Schedule 1). Any director acting on another person's instructions must declare that status under the beneficial ownership rules below.

Audit. The auditor must be authorised by JAFZA (Reg. 67.1). Failing to appoint auditors carries an AED 2,000 fine. Acting as auditor without JAFZA authorisation is an offence, fined AED 2,000 plus AED 200 per day of default (Schedule 3, items 17 and 20).

Residence. A JAFZA Offshore company that owns property in a designated freehold area may apply to JAFZA for residency visas for its members. Approval is subject to JAFZA's eligibility requirements (Reg. 31.2).

Fees and timing. As of 26 October 2026, Schedule 2 of the Regulations sets government fees of AED 10,000 for incorporation and AED 2,500 for annual renewal. Registered agent fees are additional and not published by JAFZA. JAFZA's guide indicates processing of 5 to 7 working days. Actual timing depends on the registered agent and on document legalisation. Corporate shareholders' documents must be notarised and attested by the UAE Embassy. Individuals provide a passport copy, CV and specimen signature.

RAK ICC

The Ras Al Khaimah International Corporate Centre was formed under RAK Decree No. 12 of 2015, as amended by Decree No. 4 of 2016. It consolidated two earlier registries, RAK International Companies and RAK Offshore.

Companies are governed by the RAK ICC Business Companies Regulations 2018, which replaced the 2016 Regulations. RAK ICC's 2025 amendments concerned its Foundations Regulations, not these Regulations. A company must have:

• at least one director at all times, at least one of whom is a natural person;
• a registered agent at all times; only the proposed registered agent may file the incorporation application.

Free Zone Commercial Licence. According to professional commentary, Ras Al Khaimah Emiri Decree No. 12 of 2024 amended RAK ICC's 2016 establishment decree. It allows RAK ICC to issue Free Zone Commercial Licences to its companies, which may then apply for a RAKEZ address. Confirm the current conditions with RAK ICC before relying on this route.

Ras Al Khaimah property. Since April 2021, a memorandum with the Ras Al Khaimah Municipality allows investors to buy and register local property through a RAK ICC entity.

Fees. Obtain RAK ICC's current government fee schedule from the registry or a registered agent.

Ajman Offshore

Ajman Free Zone (AFZ) was launched in 1988. Its regulator is now the Ajman Free Zones Authority (AFZA). As of 26 October 2026, AFZ's website indicates one to three working days for the Ajman Offshore licence.

AFZ does not publish the governing regulation, an official fee schedule, the minimum number of directors or a registered agent requirement. Founding dates and regulation titles quoted elsewhere come from formation providers, not AFZA. Confirm these points in writing with AFZA before incorporation.

Holding Dubai property

Article 4 of Dubai Law No. 7 of 2006 reserves property ownership across Dubai to UAE and GCC nationals, companies wholly owned by them, and public joint stock companies. Other foreign owners may hold freehold only in areas determined by the Ruler. The original freehold areas were designated in 2006; others have been added since.

Each registry reaches Dubai freehold by a different route:

• JAFZA Offshore. A Resolution of 18 June 2013 authorises JAFZA to register entities that wish to own property in freehold areas. It also covers property of Dubai Properties – Wasl Properties and of Meraas Holding. JAFZA issues a no objection letter for property ownership.
• RAK ICC. Access dates from memoranda signed by RAK ICC, RAKEZ and the Dubai Land Department (DLD) in July 2019. As announced in 2019, DLD would register property where the company was duly registered with RAK ICC and its shareholders were natural persons. A no objection letter was required, and DLD could approve corporate or mixed shareholdings. DLD's announcement is no longer online. Confirm that these conditions still apply before each transaction.
• Ajman. On 4 April 2025 DLD and AFZA signed a Memorandum of Cooperation creating pathways for companies registered in AFZA to own freehold property in Dubai. It does not say whether Ajman Offshore companies are covered.

DLD has signed similar arrangements with other registries, including Masdar City's free zones in July 2025. Confirm requirements and fees with DLD and the developer for each transaction.

Corporate Tax

Residence. Under Article 11(3)(a) of Federal Decree-Law No. 47 of 2022, a juridical person incorporated, established or recognised under UAE legislation is a Resident Person. This includes a Free Zone Person. A JAFZA Offshore, RAK ICC or Ajman Offshore company is therefore resident by incorporation, whatever the source of its income. It is taxed on its worldwide income (Article 12(1)) for tax periods starting on or after 1 June 2023. Material describing these companies as tax-exempt is outdated, whenever it was published.

Rates and reliefs. As of 26 October 2026, taxable income up to AED 375,000 is taxed at 0% and income above it at 9%. Dividends from UAE resident companies and income from qualifying participations may be exempt, subject to the conditions of Articles 22 and 23 as amended. A company with revenue of AED 3 million or less may elect for Small Business Relief, currently available for tax periods ending on or before 31 December 2029.

Registration and filing. As of 26 October 2026, every taxable person must register within the FTA's deadlines, and late registration carries an AED 10,000 penalty. Returns are due within nine months of the end of the tax period. Late filing costs AED 500 per month for the first 12 months, then AED 1,000 per month. Records must be kept for seven years.

Free Zone Person status. The 0% rate on qualifying income is available only to a Qualifying Free Zone Person (QFZP). A QFZP must first be a Free Zone Person, meaning a juridical person incorporated or registered in a Free Zone designated by Cabinet decision. On 2 October 2026 the FTA noted that Free Zone definitions differ between Corporate Tax, VAT and Excise Tax. It asked taxpayers to confirm their status with their Free Zone authority. As of 26 October 2026:

• RAK ICC. A PwC tax note and RAK ICC's own commentary (September 2026) report that RAK ICC has joined the Ras Al Khaimah free zones listed under Cabinet Resolution No. 54 of 2023. The change applies from 1 June 2023. Confirm the status in writing with RAK ICC before relying on it. Recognition makes QFZP status possible, not automatic. Existing RAK ICC companies may wish to review returns filed since June 2023.
• JAFZA Offshore. The 2023 Regulations apply to companies "incorporated in the Zone and registered with the Authority" (Reg. 4.2), which supports Free Zone Person status. The FTA has not confirmed this. Substance must in any case sit in a Free Zone, and a registered office at an agent's address outside a Free Zone does not provide it (Reg. 31.1).
• Ajman Offshore. No published official statement confirms that these companies are Free Zone Persons. The FTA's Free Zone Persons guide does not address them.

QFZP conditions. The company must also meet every one of these conditions:

• maintain adequate substance in a Free Zone;
• derive qualifying income;
• not elect for standard taxation;
• apply arm's length pricing and keep transfer pricing documentation;
• keep non-qualifying revenue within the de minimis limit, the lower of 5% of total revenue or AED 5 million;
• prepare audited financial statements.

Holding shares for investment for at least 12 months is a Qualifying Activity. Owning or exploiting immovable property outside a Free Zone is an Excluded Activity. Rent from Dubai property outside a Free Zone therefore counts as non-qualifying revenue and can breach the de minimis limit. Failing any condition removes QFZP status for that tax period and the following four. A QFZP pays 0% on qualifying income and 9% on other taxable income. It has no AED 375,000 band and cannot use Small Business Relief or tax grouping.

Substance. Core income-generating activities must take place in a Free Zone with adequate assets, staff and expenditure. They may instead be outsourced to a provider in a Free Zone under adequate supervision. For a holding company without employees, FTA guidance accepts board decision-making in the Free Zone, evidenced by minutes. Where directors live abroad, this means holding board meetings in the Free Zone.

Economic substance. The Economic Substance Regulations no longer apply to financial years ending after 31 December 2022 (Cabinet Decision No. 98 of 2024). Some registry pages still refer to them.

Beneficial ownership, audit and other obligations

Cabinet Decision No. 109 of 2023 applies to legal persons licensed or registered in the UAE, including in commercial free zones. These companies are not among its exemptions, so on its plain text they are in scope:

• a beneficial owner holds 25% or more of capital or votes, directly or indirectly, or controls by other means; failing that, the senior managing official is recorded;
• registers of beneficial owners and shareholders must be filed with the registrar within 60 days of incorporation, and changes within 15 days;
• a UAE-resident natural person must be named to the registrar;
• board members who act as nominees for another person must declare that status.

Penalties are set by Cabinet Decision No. 132 of 2023. Repeated breaches can lead to licence suspension.

Audited financial statements are required in three cases:

• every JAFZA Offshore company, every year, audited by a JAFZA-authorised auditor;
• every QFZP;
• every taxable person, other than a Tax Group, with revenue above AED 50 million.

The last two rules sit in Ministerial Decision No. 84 of 2025 for tax periods from 1 January 2025, and in Ministerial Decision No. 82 of 2023 before that.

VAT registration depends on taxable supplies, not on the type of company. As of 26 October 2026, it is mandatory above AED 375,000 of taxable supplies and imports over 12 months.

Banking: what banks ask

The choice of registry does not decide whether a bank opens an account. Each bank applies its own risk assessment under UAE AML rules and Central Bank guidance. A bank will typically ask for:

• constitutional documents, registers of directors and shareholders, and a certificate of good standing or incumbency;
• verification of every individual holding 25% or more, or otherwise in control, and of the ownership chain;
• the purpose of the account and expected volumes, currencies and counterparties;
• source of funds and source of wealth, with enhanced due diligence where the bank's own risk assessment requires it;
• evidence of Corporate Tax registration;
• the link to real activity: which operating companies or assets the company holds, where decisions are taken and why a UAE account is needed.

A complete, consistent file is the part the applicant controls. The decision rests with the bank.

How to choose

• Dubai freehold property? JAFZA Offshore has a route in its Regulations. RAK ICC's 2019 route was announced for individual shareholders. Ajman Offshore's coverage is unconfirmed. Confirm with DLD before signing, and remember that Dubai rent is non-qualifying revenue for a QFZP.
• QFZP treatment? RAK ICC is reported to be recognised as a Free Zone from 1 June 2023. JAFZA Offshore's position rests on its Regulations; Ajman Offshore's is unconfirmed. Obtain written confirmation and plan Free Zone substance from the start, or budget for the standard rates.
• Governance? JAFZA requires a natural-person director, a secretary and an annual audit by a JAFZA-authorised auditor. RAK ICC requires a natural-person director. Corporate shareholders affect the RAK ICC property route.
• Costs? JAFZA sets its government fees in Schedule 2 of its Regulations. Obtain RAK ICC and Ajman Offshore fees from the registry or a registered agent.
• UAE operations? A free zone or mainland licence is usually the correct vehicle. RAK ICC companies can also ask RAK ICC about the Free Zone Commercial Licence.

FAQ

Can one of these companies trade with UAE customers?

Not by default. JAFZA and RAK ICC both require licences from the competent authorities for UAE business beyond what their regulations permit.

Does owning one make me UAE tax resident?

Not by itself. Under Cabinet Decision No. 85 of 2022, an individual is UAE tax resident if any one of these tests is met:

• the UAE is their usual or primary residence and the centre of their financial and personal interests;
• they spend 183 days or more in the UAE in a 12-month period;
• they spend 90 days or more in the UAE in 12 months, hold UAE or GCC nationality or a UAE residence permit, and have a permanent home, job or business there.

A residence visa obtained through a JAFZA Offshore company that owns freehold property (Reg. 31.2) counts as a residence permit for the third test.

Is a UAE holding company automatically exempt from Corporate Tax?

No. It is resident by incorporation and must register. Nil tax can result from the exemptions for qualifying dividends and participations, or from meeting every QFZP condition. A company that is not a QFZP is also taxed at 0% on its first AED 375,000 of taxable income. It may elect for Small Business Relief where revenue is AED 3 million or less.

Can a RAK ICC or Ajman Offshore company own property in Dubai?

RAK ICC companies have a route under the July 2019 DLD memoranda, announced for individual shareholders with a no objection letter. Confirm current DLD requirements for each transaction. Coverage of Ajman Offshore companies under the April 2025 DLD–AFZA Memorandum is unconfirmed and needs written confirmation.

How Bolster Group works on this topic

Bolster Group advises groups, families and their advisers on choosing and maintaining UAE holding vehicles. Bolster holds a legal consultancy licence. Under it, Bolster advises on registry selection, constitutional documents, beneficial ownership filings and the documents needed for property registration. It advises on Corporate Tax registration, filing, QFZP eligibility and substance. Bolster also carries out audits of financial statements, including those required for Corporate Tax purposes. Bolster is not a bank: it prepares the files banks request and supports clients' access to banking. Each bank makes its own decision.