Jafza Registration and Licensing Terms - Conditions : Jafza Offshore Overview.

Jafza Registration of a Free Zone Company is accomplished by submitting an application form, as prescribed by the Authority, together with various other documents and information as required to satisfy the Implementing Regulation.

All founding shareholders must submit personal information including (where relevant) name, gender, nationality, profession, domicile and address.

All corporate founding shareholders must also submit the following:

(1) Certificate of good standing or registration
(2) Memorandum and articles of association/incorporation
(3) Resolutions of their board of directors authorizing the creation of the Free
      Zone Company
(4) Power(s) of attorney in favor of the person(s) who will establish and manage
      Free Zone.
(5) Audited financial statements for the two most recent financial years.

List of Prohibited activities in JAFZA

The following activities cannot be approved for offshore companies registered in Jebel Ali. All other activities can be conducted based on management approval and proper justification.

1. Insurance
2. Banking
3. Financial
4. Professional Services
5. Consulting
6. Intellectual Property
7. Media
8. Security
9. Publishing
10. Advertising
11. Movie Production
12. Management
13. Gambling
14. Casino
15. Property Development
16. Game and Win
17. Advisory
18. Real Estate
19. Military
20. Education
21. To carry on any lawful activity as permitted by Jebel Ali Free Zone Offshore Companies Regulation 2003.

Jafza Audit Requirements :

A Jafza Free Zone Company must appoint an auditor from among those approved by the Authority and submit audited financial statements to the Authority within three months of the end of its financial year.

Subsequent financial years are assumed to be 12 months long in duration, unless altered by a board resolution through which the financial year may be as long as 15 months and as short as six months. The Free Zone Company must also submit consolidated audited financial statements for companies in which it holds a 50% or greater interest or over which it exercises significant influence.

The Implementing Regulation provides flexibility as to the length of the Free Zone Company’s first financial year, which is considered to commence on the date the Free Zone Company is registered with the Authority, can be as long as 18 months and as short as six months. 

Jafza Fees and Penalties :

The Jafza Authority has the right to charge licensing and formation fees.  It has the right to investigate the affairs of a Free Zone Company at its own discretion or upon application by the board of directors or shareholders of the Free Zone Company itself or a creditor of the board of directors or shareholders, provided the Authority is satisfied that an investigation is justified.

In addition to the right to have the property of the Free Zone Company vest in the Authority in the event that the Free Zone Company violates the Implementing Regulation or its license.

Jafza Dissolution and Liquidation :

Deregistration of a Free Zone Company may be effected in accordance with an order of the Dubai courts or an application by the board of directors or shareholders of the Free Zone Company.  In addition, the Authority may order the deregistration of an Free Zone Company if it is in breach of the Implementing Regulation or the terms of its license and, having been notified of the breach, has failed to rectify it.

An accountant licensed in Dubai must be appointed by the Free Zone Company to act as the liquidator.  Deregistration brings to an end the business and trading operations of the Free Zone Company.

After paying, or making allowances for the payment of, the debts and obligation of the Free Zone Company, all remaining assets revert to the owner upon deregistration unless the deregistration is a consequence of a breach of the implementing regulations or the terms of the Free Zone Company's license, in which case ownership of such assets could, at the option of the Authority, vest in the Authority.

Jafza Security Interests :

It is permitted to encumber the shares of an Free Zone Company, but the encumbrance must apply over all (but not only some) of the shares. The details regarding the encumbrance must be delivered to the Free Zone Company Department within seven days of the date there of.

Any change in the name of the creditor or creditors in whose favor the encumbrance is given must be delivered to the Free Zone Company Department within seven days.  The Free Zone Company is required to keep a register of encumbrances at its registered office.