RAK ICC
RAK ICC vs JAFZA Offshore: A Comparison
· 6 min read · By Aureus Worldwide
Ras Al Khaimah's RAK ICC and Dubai's JAFZA offshore are the two best-known offshore company registries in the UAE, and founders choosing between them are usually weighing two very similar vehicles. Both create a non-resident company that can hold assets and do business internationally but cannot trade inside the UAE, grant residence visas or lease ordinary onshore premises. The differences that actually matter, redomiciliation, directly holding Dubai property, board structure and the range of available vehicles, are what this RAK ICC vs JAFZA offshore comparison sets out, so you can match the registry to what you genuinely need.
The two UAE offshore registries
RAK ICC, the RAK International Corporate Centre, is the offshore corporate registry of Ras Al Khaimah. It was formed in 2016 by consolidating the emirate's two earlier offshore registries into a single centre, and it operates under the RAK ICC Business Companies Regulations. Its flagship product is the International Business Company, most commonly a company limited by shares, but it also offers segregated portfolio companies, restricted purposes companies and foundations.
JAFZA offshore is the offshore regime of the Jebel Ali Free Zone in Dubai, administered by the Jebel Ali Free Zone Authority under the Jebel Ali Free Zone Offshore Companies Regulations 2003. It is important not to confuse a JAFZA offshore company with a JAFZA free zone licence: the free zone licence is an onshore-trading, visa-bearing entity, whereas the offshore company is a non-resident holding vehicle much like a RAK ICC company.
Both registries require the company to be formed and maintained through a licensed registered agent, and neither lists its shareholders on a public register.
Head-to-head comparison
| Feature | RAK ICC | JAFZA offshore |
|---|---|---|
| Emirate / registry | Ras Al Khaimah (RAK ICC) | Dubai (JAFZA) |
| Governing rules | RAK ICC Business Companies Regulations | JAFZA Offshore Companies Regulations 2003 |
| Foreign ownership | 100% | 100% |
| Minimum directors | One | Typically two |
| Company secretary | Optional | Required |
| Redomiciliation (continuation) | Permitted, in and out | Not offered |
| Directly hold Dubai freehold | Confirm current position with the DLD | Long accepted in designated areas |
| Range of vehicles | Broad (CLS, SPC, restricted purposes, foundations) | Narrower |
| Registered agent | Required | Required |
| Onshore UAE trading / visas | Not permitted | Not permitted |
| Public register of owners | No | No |
Requirements change, so verify the current position with each registry through your agent before committing.
Where the two differ most
Redomiciliation and flexibility
The clearest structural difference is continuation. RAK ICC lets an existing foreign company be redomiciled in, continued onto the RAK ICC register without being wound up, and equally allows a RAK ICC company to continue out to another jurisdiction later. JAFZA offshore does not offer this. If mobility matters to you, or you want to consolidate companies from other jurisdictions into a single UAE hub, RAK ICC has the edge.
Directly owning Dubai real estate
This is JAFZA offshore's signature advantage. The Dubai Land Department has long accepted a JAFZA offshore company as a vehicle to hold freehold property in Dubai's designated areas, which is why it remains popular for structuring Dubai property ownership. For a RAK ICC company, acceptance for directly holding Dubai freehold has varied over time and should always be confirmed with the Dubai Land Department before you commit, a point covered in our guide to holding UAE real estate through RAK ICC. If your central purpose is holding a Dubai apartment or villa, JAFZA offshore is often the more established route.
Board structure
JAFZA offshore typically requires at least two directors and a company secretary, whereas a RAK ICC company can be formed with a single director and no mandatory secretary. For a sole founder who wants a lean, single-owner-and-director structure, RAK ICC is simpler and usually cheaper to administer.
Range of vehicles
RAK ICC offers a broader menu. Beyond the standard company limited by shares, it provides segregated portfolio companies that ring-fence separate pools of assets, restricted purposes companies for financing structures, and foundations for succession. JAFZA offshore's product set is narrower and centred on the offshore company itself.
Where they are effectively the same
For most everyday purposes, the two are close cousins:
- 100% foreign ownership, with no local shareholder requirement.
- No onshore trading, neither can conduct business within the UAE mainland or lease ordinary onshore premises.
- No residence visas, the offshore company itself does not sponsor visas.
- Confidentiality, neither publishes a public register of owners, though both disclose beneficial ownership to the authorities.
- Holding and international use, both are built to own shares, assets and investments and to invoice internationally.
If your requirement is simply a clean, confidential holding vehicle, either can do the job; our RAK ICC offshore guide sets out the broader offshore picture.
Corporate Tax, substance and UBO apply to both
Neither registry offers an escape from UAE compliance. Because a RAK ICC or JAFZA offshore company is incorporated in the UAE, each is generally a Resident Person within the scope of UAE Corporate Tax (0% up to AED 375,000 of taxable income and 9% above), and neither is a free zone company, so the Qualifying Free Zone Person 0% regime does not automatically apply to either. Both may also fall within the Economic Substance Regulations depending on their activities, and both must disclose beneficial owners under Cabinet Decision 58 of 2020. Our tax, ESR reporting and UBO consulting services handle this analysis for whichever vehicle you choose.
Which should you choose?
There is no universally "better" registry, only the better fit for your purpose:
- Choose JAFZA offshore if directly holding Dubai freehold property is the priority, or you specifically want a Dubai-based offshore vehicle with a long track record.
- Choose RAK ICC if you value redomiciliation flexibility, a single-director structure, generally competitive costs, or you need a foundation or segregated portfolio company alongside the holding vehicle.
Many groups end up using RAK ICC as the default holding company and reserve JAFZA offshore for the specific job of owning Dubai property. The two are not mutually exclusive, and the right answer follows from what the vehicle is for, where its assets sit, and how you expect the structure to evolve.
How Aureus Worldwide can help
Aureus Worldwide helps clients compare RAK ICC and JAFZA offshore against their actual objectives and set up the right vehicle through licensed registered agents via our company formation team. Our real value is the ongoing work that keeps either structure sound: proper accounting, a rigorous Corporate Tax and economic substance assessment through our tax and ESR reporting services, and UBO reporting. Aureus is a Dubai-based accounting and advisory firm, it is not a law firm and does not provide legal, trust or fiduciary advice, so property conveyancing, cross-border legal steps and any redomiciliation are handled by your legal counsel while we own the numbers and compliance, and we confirm each registry's changeable rules before you commit. To choose between RAK ICC and JAFZA offshore, contact us.
Frequently asked questions
What is the difference between RAK ICC and JAFZA offshore?
Both are UAE offshore registries that form non-resident companies for holding and international business rather than onshore trading. RAK ICC, in Ras Al Khaimah, is generally more flexible, it permits redomiciliation, allows a single director and offers a wider range of vehicles. JAFZA offshore, in Dubai, is long established and is the route the Dubai Land Department has traditionally accepted for directly owning Dubai freehold property in designated areas. Confirm current rules with each registry through a licensed agent.
Can a JAFZA offshore company own property in Dubai?
A JAFZA offshore company has long been accepted by the Dubai Land Department to hold freehold property in designated areas of Dubai, which is one of its main attractions. This is subject to the land department's current rules and approval. The position for other offshore vehicles varies, so always confirm before acquiring property.
Can you redomicile a JAFZA offshore company to RAK ICC?
JAFZA offshore does not offer continuation, so a JAFZA offshore company cannot simply be redomiciled the way a RAK ICC company can. RAK ICC permits redomiciliation both in and out. Moving between the two typically means forming a new company and transferring assets rather than continuing the same entity, which is a legal and tax exercise to plan carefully.
Do RAK ICC and JAFZA offshore companies pay UAE Corporate Tax?
Both are incorporated in the UAE, so both are generally treated as Resident Persons within the scope of UAE Corporate Tax and are not automatically exempt. Neither is a free zone company, so the Qualifying Free Zone Person 0 percent regime does not automatically apply to either. Assess each company's position on the facts and take advice.