Setting Up a Free Zone Establishment (FZE) in Jafza: A Guide

by

With no foreign ownership restrictions, Jebel Ali Free Zone (Jafza) in Dubai is a popular free zone in the United Arab Emirates (UAE) and an ideal destination for international investors seeking to establish their companies in the region.

Businesses within the respective free zones operate under the independent authority of the free zone, which issues operating licenses and regulates the activities of all enterprises within its jurisdiction.

Jafza offers five formation types, in addition to various license types and activities, catering to the number of shareholders and the nature of the business. For entrepreneurs considering starting a business in Jafza, understanding the process of setting up these different types of establishments is essential.

This guide explores the specifics of Free Zone Establishment (FZE) registration in Jafza, outlining the necessary documentation and steps involved in the process.

Why Jafza is an ideal investment hub

  • 100 percent foreign ownership
  • 0 percent corporate tax for 50 years with renewable concession
  • No restriction on capital repatriation
  • 0 percent import or re-export duties
  • No currency restrictions
  • No restriction on foreign talents

What is an FZE company?

A Free Zone Establishment (FZE) is a single shareholder limited liability company that can be incorporated within Jafza. What makes the UAE Free Zones particularly attractive for businesses is the absence of foreign ownership restrictions. Additionally, companies operating within these zones are governed by independent Free Zone Authorities (FZAs), which oversee the issuance of operating licenses and regulate business activities within the zone.

Steps to register an FZE in Jafza

Setting up an FZE in Jafza involves a streamlined process consisting of four key steps:

  • Register your interest online: The process begins by registering interest online. Upon completion of the online form, individuals will be contacted by the Jafza sales team to further verify the application.
  • Submit required documents: After registering interest, applicants must submit a signed application form along with a list of required documents.
  • Select offering and make payment: Applicants are required to choose from the listed solutions and license types offered by Jafza. It is essential to review the Activity List for the specific license type. Once selected, making the necessary payment facilitates the continuation of the business setup process.
  • Receive your license: Upon the completion of the registration process, applicants will receive their license. Subsequently, they can move into their chosen solution, whether it is a warehouse, office space, or another facility.

Required documents for individuals

For individuals registering an FZE as a sole proprietorship, the following documents are required:

  • Jafza Application Form
  • Environment Health and Safety (EHS) Application Form
  • Project Summary or Business Plan (limited to one page)
  • Know Your Customer (KYC) Form
  • Ultimate Beneficiary Owner (UBO) Form
  • Appointment Letter of Director/Manager/Secretary
  • Passport Copy of Shareholder, Manager, and Secretary
  • Business Profile of the Shareholder

Who is considered the Ultimate Beneficiary Owner?

The Ultimate Beneficial Owner (UBO) refers to the individual or entity that ultimately benefits from a company’s transactions. For a legal entity, the UBO is identified as a person who:

  • Holds a minimum of 25 percent capital interest in the legal entity.
  • Possesses at least 25 percent of voting rights at the general meeting of shareholders.
  • Receives a minimum of 25 percent of the legal entity’s capital as a beneficiary.

What is the purpose of UBO declaration?

The primary objective is to improve transparency among entities registered in the UAE and to establish effective and sustainable executive and regulatory mechanisms and procedures concerning Beneficial Owner Data.

Jafza business setup and UBO Declaration

Submitting the UBO Know Your Customer (KYC) form is obligatory when initiating a new business at Jafza. Additionally, all existing companies registered in Jafza (Onshore & Offshore) are required to complete the UBO KYC form and submit it through Dubai Trade.

Required documents for non-individuals

If the single shareholder in the FZE is a non-individual (company), the following additional legal documents are required:

  • Original Certificate of Incorporation or Certificate of Good Standing
  • Memorandum and Articles of Association (MOA and AOA) of the shareholding company
  • Shareholder/Director/Board Resolution
  • Power of Attorney (POA)

For non-individual parent companies based outside the UAE, document attestation by the UAE embassy or a GCC/Arabic Embassy/Consulate is necessary.

Corporate tax registration

According to Federal Decree Law 47 and as mandated by the Federal Tax Authority (FTA), all entities liable for corporate tax, even those operating within the UAE’s Free Zones, are required to acquire a Corporate Tax Registration Number. This requirement extends to Exempted Persons, who are also obliged to register.

Jafza is officially recognized as a qualified free zone under the UAE Corporate Tax Law (Federal Decree-Law No. 47 of 2022 on Taxation of Corporations and Businesses and its amendments). This designation enables businesses operating within Jafza to enjoy a 0 percent corporate tax rate on qualifying income, as delineated by pertinent Corporate Tax Cabinet and Ministerial decisions. There is a 9 percent corporate tax on non-qualifying income.

Entities are required to file their corporate tax returns and clear any outstanding taxes within nine months after the conclusion of the relevant tax period. Businesses subject to the UAE’s corporate tax regulations must finalize their registration through the EmaraTax platform.

Final notes

It is important to note that Jafza reserves the right to request additional documentation deemed necessary for the registration process. Additionally, if any documents require attestation, Jafza will provide guidance on the process.

In conclusion, setting up an FZE in Jafza offers numerous advantages for entrepreneurs, including foreign ownership flexibility and a straightforward registration process. By understanding the requirements and following the outlined steps, you can embark on your business journey in one of the UAE’s premier free zones with confidence.

 

About Us

Middle East Briefing is one of five regional publications under the Asia Briefing brand. It is supported by Dezan Shira & Associates, a pan-Asia, multi-disciplinary professional services firm that assists foreign investors throughout Asia, including through offices in Dubai (UAE), China, India, Vietnam, Singapore, Indonesia, Italy, Germany, and USA. We also have partner firms in Malaysia, Bangladesh, the Philippines, Thailand, and Australia.

For support with establishing a business in the Middle East, or for assistance in analyzing and entering markets elsewhere in Asia, please contact us at dubai@dezshira.com or visit us at www.dezshira.com. To subscribe for content products from the Middle East Briefing, please click here.

Related reading
Back to top