WHAT TYPE OF SOCIETY IS IT?

Offshores companies established in the United Arab Emirates are designated as a “Private Limited Company”. The name of your company will be followed by the word “Limited” or its abbreviation “Ltd”. It is therefore a limited liability company whose number of shareholders cannot exceed 50 people (maximum 15 people are advised).

DO YOU PROVIDE PHONE AND FAX NUMBERS?

As part of our package, we provide a phone number (with trilingual secretariat in English, French and Arabic) and a fax number (sent back to e-mail) shared between our customers.

DO YOU HAVE A TEMPLATE AVAILABLE FOR AN INVOICE, A PRICE QUOTE OR A PURCHASE ORDER?

We provide our customers free templates for price quote, invoice and purchase order form using Microsoft Excel format in English and Arabic.

DO YOU PROVIDE A NOMINEE SERVICE?

We no longer provide a nominee service (director or shareholder) because banks will no longer open a bank account for this scenario. Please note that the nominee is not legally recognized in the UAE, but its consequences are. Since Directors and Shareholders Registries are not public for Offshore companies, banks do not understand the purpose of a nominee and they often do not have the legal expertise internally to understand its consequences.

WHAT ARE THE MAINTENANCE COSTS OF THE COMPANY?

The annual maintenance costs of an offshore company in the UAE include:

• Renewal fees payable to the Emirate’s Authorities.
• The registration of your company.
• The Agent to represent your company to the Registration Office (mandatory).

We offer a complete package including these elements as well as other services and products.

DO I HAVE TO DO BOOKKEEPING?

It is mandatory to maintain bookkeeping for 7 years, but it is not necessary to submit these accounts to the authorities. We can take care of the maintenance of your bookkeeping and the drafting of its balance sheet and profit and loss account under International Accounting Standards (IFRS). The cost is related to the volume of accounting entries. Please contact us for a quote (from USD 400 per year).

What are the procedure and costs involved in dissolving an offshore company in the UAE?

If your Offshore company is registered with AFZA Voluntary dissolution, or “de-registration”, is the simplest, quickest and cheapest way to close a company. Its cost is USD 1,000. It covers all the procedure to dissolve the company and our assistance for closing the bank account. Please note that some banks require your presence in Dubai to close the account. In this case, we assist you with the bank appointment. If a company does not pay its renewal fees or does not proceed with the voluntary dissolution procedure, the Authorities reserve the right to sue the debtors even in their country of origin. While this is rarely put into practice, the partners of the company are “black-listed” with the Registers and the bank. If your Offshore company is registered with RAKIA / RAKICC Voluntary dissolution (“de-registration”) is no longer accepted by the RAKIA / RAKICC Registries. It is required to proceed with the liquidation of the company:

• Statement of solvency signed by directors and shareholders.
• Shareholder’s resolution submitted to the Registrar within 21 days of the date of passing the resolution.
• Notice of appointment of the liquidator. Liquidator should be a chartered accounting firm from the UAE and copy of their trade license.
• Submission of liquidator Report after 14 days from the date of Publication.

The cost depends on the assets and the volume of activities of the company. Here is an example of cost estimates (to be validated on a case by case basis): – Accounting/Bookkeeping: AED 2,000 – Audit: AED 2,500 – Liquidation: AED 3,650 Please note: The company’s accounting and auditing must be done from the date of registration of the company. To estimate its cost, we invite you to read this page. If you have a Free-Zone company De-registration is the simplest, quickest and cheapest way to close a company. The cost is AED 5,250. It covers all the procedure to dissolve the company and our assistance for closing the bank account.If a company does not pay its renewal fees or does not proceed with the voluntary dissolution procedure, the Authorities reserve the right to sue the debtors even in their country of origin. While this is rarely put into practice, the partners of the company are “black-listed” with the Registers and the bank. – Your presence in the UAE is required for the dissolution of your company and the closing of your bank account. – If you have a private office, the lease must be terminated at least 3 months before its expiry. – All visas on the company must be canceled BEFORE the request for dissolution of the company.

DO YOU PROPOSE OTHER JURISDICTIONS THAN THE UNITED ARAB EMIRATES?

The parent company of our Group is based in Hong Kong, where we act as the “Company Secretary”(Agent) and accountant. We are not a “generalist” company but specialists of the UAE and Hong Kong. [USA?] If you wish to consider other jurisdictions, we can advise you from our network of reliable partners.

What name can I give to my company? You can give the name you want as long as you comply with these two conditions:

• that the name is not already taken (we check its availability with the Authorities).
• there are no words referring to the following activities / entities: Insurance, Bank, Building Society, Co-operative, Fund, Municipal, Chamber of Commerce, Royal, Trust, Chartered, Insurance, Finance, Mutual Fund, Emirate and Emirates.

WHAT HAPPENS IF THE BENEFICIARY OF THE COMPANY DIES

Two possibilities: When nothing has been planned: In this case, the deceased partner’s company shares are transferred to their estate;

• Transfer of shares:

It is possible to prepare at any time a transfer of shares of the company to the buyer (s) of your choice. For the bank, as the new shareholder (s) of the company, this (these) person (s) will have (have) authority over the bank account of the company. We would recommend that you give us the name and contact information of a trusted person of your choice in case we can no longer reach you. In compliance with the law and in the event of litigation, we will strictly apply all instructions that will have been communicated to us in writing.

WHAT TYPE OF PROOF OF ADDRESS MUST BE PROVIDED?

It is required to provide for the registration of an offshore company a bill for water, electricity, gas, telephone, etc. dated less than 3 months. This bill must be an original. In the case of a printed invoice (received via Internet or email), we suggest that you to have it stamped by its issuer.

WHEN MUST THE RENEWAL FEES OF THE COMPANY BE PAID?

Annual renewal fees are payable 1 month prior to the incorporation anniversary date of your company. This date is indicated on the Company’s Certificate of Incorporation. We will send you our renewal invoice at least 1 month before this date.

WHAT INFORMATION IS GIVEN TO ME FOLLOWING THE REGISTRATION OF MY COMPANY?

Following the registration of your company, we will send you by express mail or courier in Dubai the following documents signed and stamped by the Registrar: Offshore –

• Incorporation Certificate
• Memorandum & Articles of Association (MOA)

Free-Zone –

• Incorporation Certificate
• Memorandum & Articles of Association (MOA)
• Trade License

WHAT IS THE MINIMUM AGE TO BE A PARTNER OF A COMPANY IN THE UAE?

The minimum age is 21 years old.

WHAT IS THE MAXIMUM AGE TO BE A PARTNER OF A COMPANY IN THE UAE?

There is no maximum age.

CAN I GET AN INCUMBENCY CERTIFICATE?

Yes. An Incumbency Certificate is a document issued by the Registration Office indicating that the company is in order on the day of the request. It includes the names of the directors and partners, the address of the company, and its level of capital, etc. This Certificate is sometimes called in other jurisdictions a “Certificate of Good Standing” or “Certificate of Continuing Registration”. It is issued in 24 hours by the Emirates Registers.

IS THERE A PUBLIC REGISTER OF COMPANIES?

Registries of directors and shareholders of an offshore company in the UAE are not public. The confidentiality of this information is therefore ensured and guaranteed by the Authorities.

WHAT POWERS DO YOU HAVE OVER YOUR COMPANY?

We are your agent with the Registries. We cannot make a decision on behalf of your company and have authority on the company’s bank account. This is strictly regulated and protected by law. Our role is limited to maintenance of your company and being its point of contact with the Authorities.

WHAT ARE THE LATE PENALTIES FOR LATE RENEWALS?

In the event of late renewal of your annual license, penalties for late renewal (including the penalties charged by the Registries and our reminders fees) are as follows (from the anniversary date of registration of your company):

• Less than 15 days: USD 200
• Between 16 days and 1 month: USD 300
• Between 1 and 3 months: USD 400
• More than 3 months: USD 400 + USD 150 per month late

Please note: after a 6-month delay, the Registration Office can dissolve the company (referred to as a “strike-off procedure’). At that point, we cannot guarantee that we will be able to recover it by paying the penalties.

CAN I TURN AN OFFSHORE COMPANY INTO A FREE-ZONE COMPANY?

It is unfortunately not possible to turn an Offshore company into a Free-Zone company because they are governed by two separate Registration Offices (and therefore 2 regulations) that are totally different and independent of each other.

IN WHICH LANGUAGE ARE THE OFFICIAL DOCUMENTS WRITTEN?

The Certificate of Incorporation of the company is in English and Arabic. The statutes and all other documents related to the functioning of your company (appointment of the director, etc.) can be in English or in Arabic.

WHAT IS THE PURPOSE OF THE COMPANY?

The memorandum is the document indicating the activity of the company. In accordance with practices from local and international companies, we offer a standard and universal memorandum allowing you to carry out all commercial activities. It is thus indicated in the statutes of the company in its Article 6: The Objects to be pursued by the Company immediately after incorporation are:

• General Trading
• Business & Management Consultancy
• Holding & management of companies &shares on companies.

Some activities are however subject to authorization (banking license, insurance, etc.).

WHAT IS THE CAPITAL OF THE COMPANY?

The usual capital is USD 10,000. It may be indicated in any other currency (EUR, GBP, AED, etc.). There is no obligation to deposit any capital at any time. You can specify a higher amount of capital, but in case of significant capital, the bank may ask you to justify the payment of this amount.

DO I HAVE AN OFFICE IN DUBAI INCLUDED IN YOUR PACKAGE?

We provide you with 2 addresses with our package:

• A registered address of your company which is located at the Registrar;
• A mailing address of your company that is located in Dubai.

For these 2 addresses, a mailbox for your company will be set up to receive your mail (express, air mail, etc.). Our clients have access to our offices for their meetings and to work whenever they wish (workspace at your disposal for reasonable use). This access and use are included in our package.

HOW DO YOU FORWARD MAIL RECEIVED BY THE COMPANY?

Whenever we receive a letter for your company, we will notify you by e-mail. We can scan it for you and / or send it back to you (immediately or later in bulk) by mail to the address of your choice. Return and / or scan fees are included in our package.

IS THE APOSTILLE AVAILABLE IN THE UAE?

As the Emirates are not signatories to the Hague Convention, it is not possible to obtain so-called “apostilled” documents. Alternatively, it is possible to obtain documents certified by the Authorities. Please note that original documents are also often accepted as an alternative.

FOLLOWING THE RENEWAL OF MY COMPANY, WHICH DOCUMENTS ARE PROVIDED?

Following a renewal, the Registers issue a “Good Standing Certificate” to justify the good renewal of the company.

WHAT IS THE PROCEDURE IN CASE OF POLITICALLY EXPOSED PERSON (PEP)?

The “Politically Exposed Person” (PEP) must be subject to a declaration to the Authorities. We invite you to inform us if you (or a relative) have or have had a political mandate as defined by the le FATF-GAFI:

• Foreign PEP’s: individuals who are or have been entrusted with prominent public functions by a foreign country, for example Heads of state or Heads of government, senior politicians, senior government, judicial or military officials, senior executives of state-owned corporations, important political party officials.
• Domestic PEPs: individuals who are or have been entrusted domestically with prominent public functions, for example Heads of State or of government, senior politicians, senior government, judicial or military officials, senior executives of state-owned corporations, important political party officials.
• Persons who are or have been entrusted with a prominent function by a state-owned enterprise or an international organization refers to members of senior management, i.e. directors, deputy directors and members of the board or equivalent functions.
• Requirements for a PEP apply to family members or close associates, any individual publicly known, or known by the financial institution to be a close personal or professional associate.

The procedure consists of informing the Registries by giving them the details of the mandate or the relationship with the agent. The Registers will then give us their agreement, their refusal or ask for additional information if necessary.

I AM A RESIDENT / CITIZEN OF THE USA, DOES THIS POSES AN ISSUE?

Due to administrative and banking complications linked to residents and US citizens, we now refuse companies whose director and / or associates are residents and / or US citizens.

CAN I CHANGE THE NAME OF MY COMPANY?

Yes you may change the name of your company whenever you want and without limits on the number of times. You only have to inform us and we will check with the Registers if the desired name is available. It is not required to be in Dubai for this; all the documents for signature will be send to you by mail and email. We will also inform your bank of this update.