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JAFZA

JAFZA now permits re-domicile of companies

About JAFZA

JAFZA is home to one of the largest sea ports in the world and is directly connected to the largest airport in the world. Strong infrastructure for warehousing, industries and accommodation. JAFZA allows 100% capital repatriation, has no currency restrictions and 0% corporation tax.

With over 7,000 companies including several Fortune 500  companies, JAFZA is recognised as United Arab Emirates (UAE) flagship trade and logistics hub.

Contact us on contact@nrdoshi.ae to know more about incorporating in JAFZA or make submissions to the authorities.

Introduction to the change in regulations

Jebel Ali Free Zone (JAFZA) revised its regulations to permit a company to transfer its registration from another jurisdiction and continue its operations at JAFZA. Such provisions to redomicile companies are found in the regulations of many jurisdictions across the world.

Previously, a company that was considering operating in JAFZA would either incorporate a new company as its subsidiary or establish itself as branch of a foreign company. However, with the ability of a company to re-domicile and continue its legal existence, a company can avoid the difficulty of transferring its entire business including all contracts, assets, liabilities, and banking relationships to a new company.

Key requirements to re-domicile a company

The management of the company that wishes to re-domicile their company at JAFZA must first inquire whether the jurisdiction where the company is currently domiciled permits such transfer. If the company can re-domicile out of their current jurisdiction, the company can commence to complete the necessary formalities at their current jurisdiction. Such formalities vary from jurisdiction to jurisdiction, but the most common ones include concluding all compliances and paying all fees associated with the company at the outgoing jurisdiction. The company must file a resolution seeking to re-domicile with the outgoing jurisdiction and obtain a consent to re-domicile. The company must obtain a certificate of incumbency and certificate of good standing or any other certificate equivalent to such certificates. The company must also not have any legal proceedings against it.

Process to re-domicile a company to JAFZA

Once the above key requirements are meet, the process of re-domicile can be initiated. An application is submitted to the Registrar of Companies in JAFZA for the continuation of the foreign company in the free zone. The company can choose its type of legal entity to be a Free Zone Establishment (FZE) or Free Zone Company (FZCO) or the newly introduced Public Limited Company (PLC). The application would comprise of the details of the shareholders, directors, and managers of the foreign company, along with the name and activities of the foreign company. The company will also share the type and size of the premises required, and its share capital.

Along with the application, the company will also submit the following documents to the registrar of companies:

  • Resolution of the foreign company seeking transfer to JAFZA as a FZE or FZCo or PLC
  • Draft memorandum and articles of continuation
  • Application for the lease of the premise that is suitable for the company’s activities
  • Qualifications and experience of each shareholder, director and manager of the company
  • Audited financial statements for the past 3 years (or since incorporation of the company if less than 3 years)
  • A business plan of the proposed activities that includes the estimated financial investment, number of employees required, estimated demand for energy, and environmental impact of such activities.
  • The authority may choose to request additional documents as and when required. On receiving a pre-approval, the company will sign the property lease agreement with JAFZA to complete the transfer process.

 

Potential Benefits

Business continuity

Companies can now transfer their entire business including all contracts, assets, liabilities and banking relationships.

Integrated logistics hub

Companies can use the combination of a sea port, an airport and abundant warehousing and industrial facilities.

Tax benefits

Companies can avail 0% corporation tax along with the benefits of various DTAA and Investment Protection Agreements with  several countries.

Certificate of Continuation

On completion of the process of transfer of the company to JAFZA, the authority would issue a License, a Certificate of Continuation, and a registered Memorandum and Articles of Continuation to the Company. The date of incorporation of the Foreign Company on the Certificate of Continuation will be the date of incorporation in the jurisdiction in which it was first incorporated.

N R Doshi & Partners

N R Doshi & Partners is a full service public accounting firm in the United Arab Emirates with an office in JAFZA. We place strong emphasis on promptness, accessibility and reliability in dealing with clients. We are a member firm of DFK International. DFK International is an association of independent member firms have presence in over 85 countries through its 220 member firms and 415 offices.

DUBAI (Head Office)
608, Mankhool Building,
Khalid Bin Walid Road,
Dubai, United Arab Emirates
Tel: +971 4 352 8001

JAFZA
115, LOB 16
Jebel Ali Free Zone
Dubai, United Arab Emirates
Tel: +971 4 881 4368

NR Doshi

NR Doshi