JAFZA Offshore Companies Regulations 2018chapter by chapter

Regulation 51 - Formation, Registration and Constitutional Documents

Apply to the Registrar for a certificate of incorporation, submitting an application signed by the incorporators setting out the company name (ending "Limited"), registered office address, nature of business, share capital/number/par value of shares, incorporator and Director details, and the memorandum and articles of association.

Regulation 61 - Formation, Registration and Constitutional Documents

Deliver articles of association to the Registrar providing for share transfers, an annual general meeting, the keeping of accounts and laying of financial statements, an annual audit, and the quorum for general meetings.

Regulation 142 - Corporate Capacity and Activity Restrictions

Do not directly carry out commercial activity, hold a UAE lease (other than a permitted registered-office/freehold lease), carry out banking, insurance/re-insurance/insurance-agency business, or any other Authority-prohibited business within the United Arab Emirates; activity is permitted outside the UAE, and limited UAE activities (engaging local advisers, maintaining books/Records, holding Director/member meetings, holding a registered-office lease or freehold property in designated areas, hol

Regulation 14.32 - Corporate Capacity and Activity Restrictions

Obtain the appropriate licence from the competent authorities before conducting trade or other business activity in the Zone or elsewhere in the United Arab Emirates.

Regulation 203 - Membership and Shares

Vary or abrogate rights attached to a class of shares only via amendment to the articles of association approved by Resolution or by the affected class, and notify the Registrar in writing within 5 days if dissenting shareholders (representing 5%+ of the class) apply to court to cancel the variation within the 28-day window.

Regulation 213 - Membership and Shares

Alter share capital (increase, consolidate, sub-divide, or cancel unallotted shares) only by altering the articles of association as authorised by these Regulations.

Regulation 223 - Membership and Shares

Do not issue bearer shares.

Regulation 234 - Register of Members and Share Certificates

Keep a Register of Members recording each member's name, address, shareholding, date of registration as a member, and date of ceasing to be a member.

Regulation 254 - Register of Members and Share Certificates

Make the Register of Members available for inspection by members free of charge (and by others on reasonable payment) during business hours.

Regulation 274 - Register of Members and Share Certificates

Complete and issue share certificates within two months of an allotment or of a transfer being lodged, unless the allotment terms otherwise provide.

Regulation 285 - Purchase and Reduction of Share Capital

Purchase the company's own shares only pursuant to a Resolution-approved contract (unless purchasing from a wholly-owned subsidiary), with the shares concerned excluded from voting on the authorising Resolution.

Regulation 316 - Registered Office and Registered Agent

Maintain a registered office at all times (an office in the Zone, a designated-freehold-area property owned by the company, or the Registered Agent's Dubai office) to which communications and notices may be addressed.

Regulation 326 - Registered Office and Registered Agent

Maintain an Authority-approved Registered Agent at all times (optional only where the company maintains an office in the Zone), and notify the Registrar immediately of any change in the Registered Agent's name or address.

Regulation 447 - Directors and Officers

Appoint a Secretary.

Regulation 457 - Directors and Officers

Keep at the registered office a Register of Directors and Secretaries with Registrar-prescribed particulars, open to Registrar and member/Director inspection for at least two hours each business day.

Regulation 478 - Meetings

Hold a general meeting in every Year (first general meeting permitted up to 18 months after incorporation), with no more than 18 months elapsing between successive general meetings.

Regulation 589 - Accounts and Audit

Keep accounting Records sufficient to show and explain the company's transactions, disclose its financial position with reasonable accuracy at any time, and enable Directors to ensure Part 11-compliant accounts.

Regulation 599 - Accounts and Audit

Retain accounting Records for 10 years from the date they are made, kept at a Director-determined location and available to Directors/secretaries and, on request, to the Registrar.

Regulation 609 - Accounts and Audit

Prepare Director-approved accounts (true and fair view, generally accepted accounting principles) for periods of up to 18 months, have them examined and reported on by auditors, and lay them before a general meeting with the auditors' report within 6 months after the end of the Financial Period.

Regulation 619 - Accounts and Audit

Furnish any member who has not previously received the latest accounts with a free copy (and auditors' report, if audited) on written request, within seven days.

Regulation 7711 - Winding Up and Dissolution

Where the Directors (or liquidator) form the opinion during a summary winding up that liabilities cannot be discharged within six months, record that opinion in minutes, call a Creditors' meeting within 28 days (14 days' notice, newspaper advertisement, statement of affairs verified by affidavit), converting the process into a Creditors' winding up.

Regulation 11813 - Redomiciliation and Conversion

To convert to a Free Zone Company, apply to the Registrar by Resolution with shareholder/capital particulars, draft memorandum/articles of association, a legal-compliance opinion, and the current certificate of incorporation; comply with any Registrar pre-approval conditions before conversion completes on issuance of a certificate of formation.

Regulation 12014 - Registrar Fees and Enforcement

Pay the Registrar the fees set out in Schedule 2 (as amended by the Registrar from time to time) for incorporation, annual renewal, and other prescribed services; be aware a document is treated as not received until the applicable fee is paid.

Regulations 10-121 - Formation, Registration and Constitutional Documents

Alter the memorandum and articles of association only by Resolution (subject to member-consent protections for increased liability); change the company name by Resolution to a Registrar-acceptable name, or comply within one month with a Registrar direction to change a misleading/undesirable name.

Regulations 18-193 - Membership and Shares

Ensure shares carry voting rights, rank equally within a class, and are fully paid on allotment; obtain Registrar consent before creating different classes of shares in the articles of association.

Regulations 24-264 - Register of Members and Share Certificates

Process share transfers only via a written instrument of transfer submitted to and approved by the Registrar (with the applicable fee paid) before recording in the Register; notify the transferor/transferee within two months of any refusal to register a transfer; correct the Register on application where an entry is wrong or a membership-cessation entry is delayed.

Regulations 29-305 - Purchase and Reduction of Share Capital

Reduce share capital only by Resolution and articles-of-association authority, publishing the prescribed newspaper notice 15-30 days before the reduction takes effect, obtaining a Director solvency/creditor-consent certificate on the effective date, and filing the notice and certificate with the Registrar within 30 days; be aware members at the certificate date remain liable to non-consenting creditors for unpaid debts arising from the reduction.

Regulations 33-347 - Directors and Officers

Maintain at least one Director (none under 18, disqualified, or an undischarged bankrupt), elected by members at incorporation and thereafter appointed/removed by Resolution or the articles-prescribed majority.

Regulations 35-397 - Directors and Officers

Directors must act honestly and in good faith in the company's best interests, exercise reasonable care/diligence/skill, disclose any direct or indirect interest in a company transaction as soon as practicable, and not receive loans (or loan guarantees/security) from the company without 90%-in-value member consent; indemnification of Officers against Liability is void except for the Regulation 39.2 carve-outs (successful defence, good-faith third-party liability, insured liability).

Regulations 48-508 - Meetings

On a valid 10%-in-value members' requisition, Directors must call a general meeting within two months of the requisition deposit (or members may convene it themselves if Directors fail to act within 21 days); give at least 14 days' written notice for meetings generally (unless a 95%-in-value majority agrees to shorter notice).

Regulations 56-578 - Meetings

Enter minutes of all general meetings, Director meetings, and committee meetings in minute books, and make the general-meeting minute books available for member inspection (with copies on request within seven days).

Regulations 63, 679 - Accounts and Audit

Appoint Authority-authorised auditors at each general meeting (or by the Directors before the first general meeting/to fill a casual vacancy), and may remove an auditor by Resolution.

Regulations 68-6910 - Distributions

Do not declare or pay a dividend or make a distribution out of contributed surplus where there are reasonable grounds to believe the company would become unable to pay its liabilities as they fall due, or that realisable asset value would fall below aggregate liabilities plus issued share capital and premium; a member who receives a distribution made in contravention, knowing or having reasonable grounds to know this, must repay it.

Regulations 71-76, 8011 - Winding Up and Dissolution

Where winding up summarily (no liabilities, or able to discharge them within six months), pass a Director solvency statement, pass a Resolution for summary winding up within 28 days of the statement, deliver the Resolution and statement to the Registrar within 21 days, distribute assets/discharge liabilities accordingly, and file a final no-assets-no-liabilities statement to complete dissolution; termination of a summary winding up (if no distributions/contributions have occurred and liabilities

Regulations 81-9511 - Winding Up and Dissolution

For a Creditors' winding up, advertise the winding-up Resolution within 14 days, give 14 days' notice of and hold the Creditors' meeting (with a verified statement of affairs), nominate/appoint a liquidator (with Registrar tie-break powers), optionally appoint a liquidation committee, hold annual progress meetings if winding up exceeds 12 months, and hold a final meeting with an account of the winding up before dissolution.

Regulations 96, 100-10211 - Winding Up and Dissolution

Apply company property pari passu to liabilities on winding up and distribute any surplus to members according to their rights; state on all business documents issued during liquidation that the company is in liquidation; retain (or direct disposal of) Records for up to 10 years from dissolution as the Registrar may direct.

Regulations 103-10812 - Investigations and Unfair Prejudice

Cooperate with Registrar-appointed inspectors by producing Records in the company's or a Director's custody, attending before inspectors on reasonable notice, and giving all reasonable assistance requested for the investigation (including Director bank-account Records where misconduct is suspected).

Regulations 109-11012 - Investigations and Unfair Prejudice

Comply with any court order made on an unfair-prejudice application by a member, which may regulate future conduct of the company's affairs, require specific acts, authorise derivative proceedings, or provide for a buy-out of member rights; file with the Registrar within 14 days any court order altering the memorandum and articles of association.

Regulations 111-11513 - Redomiciliation and Conversion

To continue a foreign company into the Zone as an Offshore Company, apply to the Registrar with sealed and affidavit-verified application documents and compliant memorandum/articles of continuation; upon certificate issuance the company retains its pre-continuation property, rights, liabilities and legal-proceedings status.

Regulations 116-11713 - Redomiciliation and Conversion

To transfer incorporation from the Zone to another jurisdiction, obtain both a Resolution and Registrar authorisation, and confirm the destination jurisdiction's laws preserve pre-continuation property, rights, liabilities and legal-proceedings status before applying; the Registrar strikes the company off the Register once the foreign continuation certificate is filed.

Regulations 121-12414 - Registrar Fees and Enforcement

Respond to Registrar default notices (failure to deliver a required document/notice; dormancy inquiries; Regulation 14 activity breaches; reputational grounds; unpaid fees) within the applicable notice period to avoid the company being struck off and dissolved; a struck-off company may apply for restoration within the applicable window (two years for fee-related strike-off) on payment of fees/penalties.

Regulation 59.3-retRecord Retention — Accounting Records (sufficient to show/explain transactions and financial positi

Accounting records must be retained for 10 years from their creation date, sufficient to explain transactions and financial positions.

Regulations 102.2-102.3-retRecord Retention — Offshore Company's Records and liquidator's Records post-dissolution

Offshore companies and liquidators must retain records for up to 10 years from dissolution, unless the Registrar directs non-destruction for a period not exceeding 10 years.

Offshore Regs 24.1-24.2, 25.4Share transfers

Share transfers require a written instrument submitted to the Registrar, and are not complete until payment of JAFZA fees and entry in the Register.

Offshore Regs 70-76Summary winding up

A solvent company can undergo summary winding up, requiring a director's solvency statement and member resolution within specified timeframes.

Offshore Regs 77.1-77.3Insolvency during summary winding up

If insolvency is determined during summary winding up, a creditors' meeting must be scheduled, shifting the process to a creditors' winding up.

Offshore Regs 82-84Creditors' winding up

Post-resolution for creditors' winding-up, the company must advertise within 14 days and halt all business except for winding-up activities.

Offshore Regs 92.1-92.6Final meeting and dissolution

The liquidator must prepare an account and call general and creditors’ meetings with 21 days' notice before registering the company’s dissolution with the Registrar.

Offshore Regs 111-115Continuation into the Zone

A foreign company may apply for continuation as an Offshore Company by submitting specific documents to the Registrar for approval; failure may lead to rejection.

Offshore Regs 122-124Strike-off

The Registrar may strike off a company not operating after a month of notice or poor compliance, maintaining director liability post-strike-off.