Key takeaways
- RAK ICC and JAFZA Offshore are both UAE offshore structures built for holding assets and trading outside the UAE; JAFZA states that its offshore companies cannot conduct commercial activity with persons within the UAE.
- On the published government schedules (as of October 2026), a JAFZA offshore company costs AED 10,000 to register and AED 2,500 a year to renew, while a RAK ICC International Business Company costs AED 3,250 to incorporate for one year and AED 3,950 to renew.
- Registered agent fees come on top in both zones and neither authority publishes a single agent price, so the agent quote, not the zone fee, usually decides the real cost.
- An offshore company in the UAE is not automatically tax-free: UAE corporate tax is 0% on taxable income up to AED 375,000 and 9% above it for taxable persons, and the FTA treats juridical persons incorporated in the UAE as in scope.
- If you need UAE customers, an office or residence visas, an offshore company is the wrong vehicle; JAFZA offers conversion to a free zone company (AED 3,000 conversion fee plus AED 5,000 registration), and RAK ICC offers a separate Global Product.
What is the difference between RAK ICC and JAFZA Offshore?
RAK ICC is the Ras Al Khaimah International Corporate Centre, an authority that registers several company types, while JAFZA Offshore is the offshore company category run by the Jebel Ali Free Zone Authority in Dubai. Both are incorporated and renewed through registered agents rather than directly by the owner.
RAK ICC lists company types including the company limited by shares, the company limited by guarantee, the holding company, the segregated portfolio company and the foundation, and it permits 100% foreign ownership. JAFZA Offshore needs one shareholder, one director and one secretary, and allows individuals, companies or a mix as shareholders. The practical difference is the regime behind each: RAK ICC works under its Business Companies Regulations 2018, and JAFZA Offshore works under JAFZA's own offshore rules, with the registrar deciding which activities are permitted.
How much do RAK ICC and JAFZA Offshore cost?
Government fees as of October 2026 are lower at RAK ICC for the first year and lower at JAFZA for each renewal. The table shows only what each authority publishes; agent fees are not published.
| Item | JAFZA Offshore | RAK ICC (International Business Company) |
|---|---|---|
| Registration or incorporation, 1 year | AED 10,000 | AED 3,250 |
| Annual renewal | AED 2,500 | AED 3,950 (1 year); AED 7,250 (2 years) |
| Late renewal | AED 120 per 30 days | Renewal fee plus 10% in month 2, rising to plus 50% in month 5 |
| Processing time | 5 to 7 working days | Not published on the fee schedule |
| Registered agent fee | Not published | Not published |
Say you hold the company for three years and renew annually: on those published government fees, JAFZA comes to about AED 15,000 and RAK ICC to about AED 11,150. That is simple arithmetic on the schedules, so ask your agent whether the registration fee already covers the first year before you rely on it.
AED 375,000: taxable income threshold above which UAE corporate tax applies at 9%; income up to it is taxed at 0%. Source: Federal Decree-Law No. 47 of 2022, as published by the Ministry of Finance, checked 07 October 2026.
What can't an offshore company do in the UAE?
An offshore company in either zone cannot be your UAE operating business. JAFZA says an offshore company receives a certificate of incorporation rather than a business licence, cannot operate a physical business presence in the UAE and cannot conduct commercial activity with persons within the UAE.
RAK ICC's Business Companies Regulations (regulation 40) say a company may not carry on business with persons in the Zone unless RAK ICC expressly authorises it, and that activity outside the Zone must follow the licensing and laws that apply to foreign companies. Neither zone's offshore product is a route to a UAE trade licence, UAE office lease or the visa quota that comes with them. If you plan to invoice UAE customers, ask your agent in writing what the structure permits before you register.
Do offshore companies pay UAE corporate tax?
Yes, they can. UAE corporate tax applies to juridical persons incorporated in the UAE, and the label "offshore" does not remove that. The headline rates are below, as of October 2026.
| Taxable income | Rate | Source |
|---|---|---|
| Up to AED 375,000 | 0% | Federal Decree-Law No. 47 of 2022 |
| Above AED 375,000 | 9% | Federal Decree-Law No. 47 of 2022 |
| Qualifying Income of a Qualifying Free Zone Person | 0% | FTA Free Zone Persons guide |
A free zone company only gets the 0% rate on Qualifying Income if it meets the Qualifying Free Zone Person conditions, which include adequate substance. Whether a particular offshore company can meet those conditions is a fact-specific question; take advice before assuming it.
Registration is the part owners miss. A juridical person incorporated on or after 1 March 2024 must apply to register for corporate tax within three months of incorporation (FTA Decision No. 3 of 2024), and the FTA's published late registration penalty is AED 10,000. If you'd rather not track these dates by hand, the UAE compliance calendar is a free calendar of your company's UAE tax and compliance deadlines, personalised from a few questions, as a PDF and calendar file.
Which should I choose, RAK ICC or JAFZA Offshore?
For a pure holding or non-UAE trading company, choose on total cost and on who your bank will accept, not on the zone name. On the published fees RAK ICC is cheaper to start and JAFZA is cheaper to keep, and the gap is small next to a registered agent's fee.
RAK ICC suits you if you want a wider choice of structures (a foundation, a segregated portfolio company, a holding company) or a route to a midshore product later. JAFZA Offshore suits you if you want an entity tied to the Jebel Ali Free Zone brand, with 100% ownership open to individuals and holding companies, and a one-step path to convert to an FZE or FZCO. The counter-case: a bank may ask more questions of a company with no UAE office, staff or customers whichever zone you pick, so confirm the bank's appetite before paying either fee.
What changes if I later need to operate in the UAE?
You move to a different structure. JAFZA lets an offshore company convert to an FZE or FZCO, with an AED 3,000 conversion fee, AED 5,000 registration fee and a stated processing time of 21 working days, plus licence and facility fees that depend on your activity.
RAK ICC's Global Product is a separate free zone route that RAK ICC says allows residence visa eligibility, tax domicile certificates and coworking or serviced office options for e-commerce, services, media, commercial trading and education activities. RAK ICC publishes no price for it, so request a written quote. Either way, moving later costs more than choosing the right vehicle first.
What most guides don't tell you
- The registered agent is not optional. RAK ICC's regulations say an incorporation application may be filed only by the proposed registered agent, and JAFZA says offshore registration is processed through its registered agents only. You can't shop the zone fee directly; you shop the agent.
- RAK ICC renewals have a 30 day lead time. RAK ICC asks for renewal applications 30 days before expiry, and the fee schedule adds 10% in month 2 rising to 50% in month 5. A renewal handled late by an agent costs you money.
- Old "tax-free" wording is still online. Zone and agent pages written before corporate tax started (financial years beginning on or after 1 June 2023) describe offshore income as tax exempt. Check the date on any offshore guide, and register with the FTA within three months of incorporation.
- Banking is a separate process. JAFZA states that offshore companies can open accounts with UAE or foreign banks, but incorporation does not guarantee an account; the bank runs its own KYC.
Which deadlines apply to your company?
An offshore company carries corporate tax registration, annual renewal and record keeping obligations that don't show up in the incorporation price. The free UAE compliance calendar lists the ones that apply to your company as a personalised PDF and calendar file.
Frequently asked questions
Can an offshore company open a UAE bank account?
JAFZA states that its offshore companies can open corporate bank accounts with UAE or foreign banks. Approval is the bank's decision, and a company with no UAE office, staff or customers should expect detailed questions on ownership and source of funds.
How do I set up a holding company in the UAE?
RAK ICC lists a holding company as an available structure, and JAFZA describes offshore companies as suited to holding structures. Which zone fits depends on what the holding company will own and where its income comes from, so take tax advice on Qualifying Free Zone Person status before you register.
Can a UAE company be owned by a foreign company?
In JAFZA Offshore, yes: shareholders can be individuals, companies or a mix, and corporate shareholders must supply attested incorporation documents. RAK ICC also permits 100% foreign ownership, while mainland and other free zones set their own rules, so check the licensing authority.
What is the best structure for a family business in the UAE?
It depends on whether the business trades inside the UAE, holds assets, or both, because an offshore company only suits the holding and non-UAE trading part. RAK ICC also offers a foundation structure, so get advice on succession and tax before choosing.
About Qawi · Qawi is a corporate services firm licensed in the Sharjah Media City (SHAMS) free zone, handling company formation, visas and PRO, bookkeeping, VAT and corporate tax for UAE businesses. Guides are researched from FTA, Ministry of Finance and free zone sources. Qawi on LinkedIn
Sources
- JAFZA: New Offshore Company
- JAFZA: Renewal of Offshore Company
- JAFZA: Conversion Offshore to Free Zone
- JAFZA: What you need to know about starting an offshore business
- JAFZA: Offshore company formation
- RAK ICC Fee Schedule 2026
- RAK ICC Business Companies Regulations 2018
- RAK ICC: company types and features
- RAK ICC: Renewals FAQ
- RAK ICC: Global Product
- Ministry of Finance: Corporate Tax (Federal Decree-Law No. 47 of 2022)
- FTA: Corporate Tax FAQs
- FTA: Decision No. 3 of 2024 on registration timeframes
- FTA: public clarification on registration timelines and penalty
- FTA: Corporate Tax Guide on Free Zone Persons
Last checked: 07 October 2026
This is general information, not tax or legal advice for your specific situation.