DUBAI: OFFSHORE BUSINESS SECTORS

On this Page:

- DUBAI BANKING AND FINANCE SECTOR
- DUBAI INTERNATIONAL FINANCE CENTRE
- DUBAI JEBEL ALI FREE ZONE
- DUBAI SHIPPING

Dubai's economy is fairly clearly divided between the 'onshore' sector, dominated by local business interests, with restrictions on foreign ownership, and the 'offshore' sector which consists of the The Jebel Ali Free Zone, the Dubai Investment Park, Dubai Internet City, the Dubai International Finance Centre (DIFC), which opened in 2003, the Dubai Airport Free Zone, and Dubai Media City. There are no taxes to speak of in Dubai, on- or off-shore, but 100% foreign ownership and customs privileges make the Free Zone and its successors some of the most favourable locations in the Middle East for international operations.

All business in Dubai is low tax, but in Offshore Business Review we examine the Free Zone, the newer DIC and DIFC, shipping and the banking and finance sector, which are the business sectors most interesting to international investors.

For details of taxation of Dubai entities (or lack of it) see Offshore Legal and Tax Regime.

Dubai Banking and Finance Sector

The regulatory authority since 1980 has been the UAE Central Bank. At the end of the third quarter of 2008 there were 681 domestic banks, including 602 branches, 24 head offices, 60 pay offices, and 19 electronic banking services units; and 145 foreign banks including 109 branches and 28 head offices. Federal law restricts foreign banks to no more than eight branches each. There are a number of Islamic banks in Dubai.

Despite regional uncertainties, UAE banks saw increases in bank deposits during 2002 and 2003. Central Bank figures revealed that deposits increased from USD50bn at the end of 2002 to USD65bn at the end of 2003, and more than USD70bn in mid-2004. The Central Bank has reported that most of this increase has been accounted for by residents' deposits. Bank deposits of more than AED651.5 billion were recorded in the UAE by the Central Bank in 2007. This had increased to more than AED867 billion by the end of September 2008.

Most banks provide trade, project and consumer financing. Their re-export financing accounts for a large portion of trade finance, and this is viewed as having substantial prospects for growth. Short-term loans (3-6 months) by commercial banks are offered at current interest rates. Project loans are given for five years. Consumer financing is also growing rapidly. Furthermore, the local banking system has well established correspondent relationships with international banks.

Federal law requires that every commercial bank must have a paid-up capital of at least AED40 million. There are few investment or merchant banks at present.

In the UAE, the marketing of financial products and services is regulated by the UAE Central Bank under Federal Law No. 10 of 1980 (the Central Bank Law and related banking resolutions). Enforcement of Central Bank policy, however, is often undertaken by the local licensing authorities in the various Emirates.

The Central Bank Law establishes five principal categories of institutions in the UAE - commercial banks, investment banks, financial establishments, financial intermediaries, and monetary intermediaries - all of which must be licensed by both the Central Bank and the local licensing authorities. In addition to these five categories, current practice in the individual Emirates permits the licensing of financial or investment consultants. These consultants are not required to obtain a Central Bank license.

Commercial Banks The Central Bank Law defines a commercial bank as any establishment which customarily receives funds from the public, grants credit and banking facilities, and conducts other banking operations prescribed for commercial banks either by law or by customary banking practice. In the UAE, customary banking practice includes the marketing and sale of investment products and services, including the sale of securities and various funds.

Central bank regulations announced on April 5, 1993, set the minimum capital to risk-weighted asset ratio at 10 percent, which is 2 percent higher than the minimum level recommended by the Basel Concordat committee on banking supervision.

Investment Banks Central Bank Resolution No. 21 of 1988 regulates the activities of investment banks. Investment banks are defined as merchant or development banks or banks which provide medium or long term financing. The Central Bank Resolution authorizes investment banks in the UAE to offer financial products and services, including the issuance of financial instruments and the management of investment portfolios.

Financial Establishments The Central Bank Law permits financial establishments to lend money and to undertake other financial transactions but does not allow them to accept deposits. The Central Bank has adopted a policy that prohibits financial establishments from offering financial products and services. In comparison to commercial banks, the only activity that financial establishments may undertake which commercial banks may not is the lease of equipment and machinery.

Financial Intermediaries Financial intermediaries are brokers. Regulations issued under the UAE Central Bank Law allow licensed brokers to market and to sell foreign and local shares and financial instruments in consideration for a commission. Local and foreign companies may obtain a brokerage license from the UAE Central Bank.

Monetary Intermediaries Monetary intermediaries are money changers. They are not authorized to market or to sell investment products and services.

Investment Consultants The UAE Central Bank has not published regulations on investment consultancy. Under the existing policies of the individual Emirates, a company licensed as an investment consultant may advise and assist clients in pursuing various investment strategies but may not directly sell investment products. Sales of investment products introduced by consultants are, therefore, typically booked outside the UAE. Consultants are also not expected to receive investment funds from clients, although they may assist in the transfer of those funds. Consultants may not provide credit facilities or open accounts for clients but may assist them in opening accounts with brokers and banks. If properly authorized by the client, the consultant could also manage such accounts.

The UAE Central Bank has moved towards a tighter policy regarding investment companies and financial consultants. Such companies will have to obtain a license from the Central Bank and to report under the rules it has established. Investment Companies for the purpose of these regulations have been defined as undertakings which are involved in investment in securities or in the management of trust funds or investment portfolios on behalf of others. The minimum paid up capital for investment companies (including branches of foreign companies ) is AED25 million, increasing to a larger amount depending on the activities of the company. Financial consultants, on the other hand, are deemed to be individual professionals or groups of professionals providing advice to individuals or companies about the value of securities and other financial instruments or giving recommendation about investing. For these, licenses can be issued with a minimum paid in capital of AED1 million.

Many of the foreign banks in Dubai are established in the Jebel Ali Free Zone (see below) and the Dubai International Finance Centre.

Dubai could be said to be over-banked, and there is intense competition to offer technologically-advanced services - services on offer include mobile phone banking and Internet banking. With plans underway to develop the UAE as a regional e-commerce centre and development of the Dubai Internet City, many banks have developed high-tech banking products and services.

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Dubai International Financial Centre

During 2002, the Dubai authorities developed plans for the Dubai International Financial Centre (DIFC), which was launched in 2003 and began operations in late 2004.

In July, 2003, the UAE Federal Cabinet approved a Federal Decree allowing the DIFC a large degree of sovereignty. The approval of the Decree, which allows for Financial Free Zones to be established in the UAE, marked a significant step forward for the Centre, which hosted a summit between the World Bank and the IMF in September. In July, 2004, the ruler of Dubai guaranteed the legal independence of the DIFC, and in September of that year, he signed a decree formally establishing the Centre.

By November 2008, the number of firms licenced by the Dubai Financial Services Authority (DFSA) to operate in the DIFC had reached the 300 mark, comprising 235 authorised firms, 49 ancillary service providers and 16 registered auditors.

In addition to confirming the appointment of General Sheikh Mohammed bin Rashid Al Maktoum, UAE Defence Minister and then-Crown Prince of Dubai (now Ruler) as the President of the DIFC, the decree officially created the DIFC Financial Services Authority, the DIFC Judicial Establishments and the DIFC Registrar of Companies.

Asset management companies, banks, and other financial service providers which establish headquarters in the Dubai International Financial Centre (DIFC) are permitted to do business with locally-based high net worth individuals. DIFC Regulatory Authority chief executive, Phillip Thorpe explained in October, 2002, that although DIFC-based firms will not be allowed to enter into the retail market in Dubai, they would be permitted to deal with individuals whose net worth exceeds AED5 million.

The DIFC has a separate set of laws called the Commercial Code, comprising a comprehensive set of regulations like company law, legislation on property rights, including laws on security and collateral, title to goods and securities, commercial transactions and contracts, and insolvency.

As the regulatory authority is a 'one-stop for everything' regulator, financial institutions are granted an umbrella licence covering all services, but with separate permissions for discrete activities such as wholesale banking, asset management, insurance, re-insurance, securities underwriting, broking, dealing, corporate finance advice, investment advice, derivatives trading, etc.

The regulatory authority issued rules to prevent money laundering, requiring a licensed institution in DIFC to appoint an appropriately qualified money laundering reporting officer.

In January, 2004, the Dubai Financial Services Authority (DFSA) announced that 12 new laws relating to operations within the Dubai International Finance Centre (DIFC) had been put in place. Chief executive officer of the DFSA, Philip Thorpe explained that:

"The 12 new laws have been drafted by the DFSA to world-class standards, using the best examples of legislation from around the globe. They are clear and concise, and will provide certainty as to the rights and obligations of the financial institutions and other companies who will operate in or from the DIFC."

The laws (to which the DFSA has provided access on its website) are:

Regulatory Law;
Companies Law*;
Law on the Application of Civil and Commercial Laws in the DIFC;
Law Relating to the application of DIFC Laws;
Limited Liability Partnership Law;
Contract Law;
Insolvency Law;
Arbitration Law;
Data Protection Law;
Commercial Court Law;
General Partnership Law; and
Markets Law.

*This was updated in 2006; more details can be found here.

In January 2006, The National Investor (TNI) became the first bank based in the United Arab Emirates obtain a licence to operate as an authorised firm from the Dubai International Finance Centre (DIFC).

Also in January of that year, the Dubai International Financial Centre Authority published for comment draft legislation outlining the Limited Partnership Law, and the Limited Partnership Regulations, which are aimed primarily at establishing a purpose-built vehicle for the formation and operation of fund management activities in the DIFC.

The Limited Partnership Law deals with matters such as formation and registration of a limited partnership, rights and obligations of general and limited partners, dissolution of the limited partnership and migration of limited partnerships to and from the DIFC. The regulations provide the details of the process for registration and operating a limited partnership in the DIFC.

The Limited Partnership Law follows the enactment in 2004 of the Companies Law, the General Partnership Law and the Limited Liability Partnership Law to further extend the range of the company formation offering of the DIFC in accordance with international best practices.

In April 2006, the Dubai International Financial Centre Authority announced the launch of a subsidiary called DIFC Investments (Company) LLC, which undertakes all non-public administration activities previously carried out by DIFC Authority.

This includes all commercial and other activities, such as the operation and management of any current and future subsidiaries, the development of the centre’s investment strategy and relevant policies, and any other strategic investments or alliances which will further the goals and objectives of the Dubai International Financial Centre and contribute to the fulfillment of the Centre’s vision.

In May 2006, the DIFC announced that a new Board of Directors of the DIFC Authority had been appointed. The previous Board was stepping down on schedule following its success in overseeing the creation and initial operational period of the DIFC.

In August 2006, the first hedge fund to be domiciled in the Dubai International Financial Centre (DIFC) was launched by Argent Financial Group LLP, an independent investment management company with operations in the US and Bermuda.

The Constans Crescent Investment Fund is one of the first hedge funds focused on investment opportunities in the “Crescent Belt” of Islamic countries stretching between Morocco and Pakistan, including the GCC and North Africa, and the fund primarily invests in local public equities across these markets.

In April 2007, the Dubai International Financial Centre (DIFC) held an official inauguration ceremony for the DIFC Courts, an independent judicial system which deals with matters arising from and within the DIFC, and which is expected to raise the bar of legal standards within the region.

The Real Property Law, enacted in June 2007, guarantees ownership of freehold land and buildings, and other interest in land, within the DIFC. The Law is based on the underlying principles of English common law, but also incorporates the Torrens system of land registration, well known in countries such as Australia, New Zealand, Canada and Singapore.

Under the Real Property Law, land transactions are registered in a central register administered in the DIFC. Once registered, the Law certifies them to be fully effective. Unlike some other systems of land registration, title interests registered under the Real Property Law are “indefeasible”. In practical terms, this means that persons buying real estate in the DIFC, lending on the security of real estate in the DIFC, or taking a lease of real estate in the DIFC, can be assured that their investment is backed by the full protection of the Law.

In 2008, the DIFC updated it arbitration law (DIFC arbitration law (DIFC Law No. 1 of 2008)), and proposed new revisions to its company and issued public consultations on proposed revisions to the Companied Law and Insolvency Law. New regulations that enable companies within the financial district to quickly form Special Purpose Company (SPC) structures were also announced in 2008.

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Dubai International Finance Exchange

The Dubai International Financial Exchange (DIFX) opened for trading for the first time on Monday 26th September, 2005.

The launch of the first truly international stock exchange located between Western Europe and East Asia took place at a ceremony at the Dubai International Financial Centre (DIFC), where the DIFX is located.

The stated aim of the DIFX was to become the leading exchange in its region for equities, bonds, funds, Islamic products and other securities, and a gateway for international and regional investment.

It is the first exchange in the region that has been created to list securities from many different countries. UAE companies are able to list shares on the DIFX by setting up a holding company in the DIFC. Companies seeking listings on the exchange must have a minimum market capitalisation of $50 million.

The exchange is additionally regulated in such a way as to allow companies which list on it to determine the portion of shares that they want to offer to the investing public. This flexibility is designed to encourage family-owned businesses and government entities hindered by the current UAE lower listing limit of 55%.

A UAE federal bylaw passed in August 2007 permits DIFC holding companies to own companies operating in the UAE - provided that the holding companies abide by UAE Commercial Companies Law, including the requirement that no less than 51% of a UAE company remains UAE or GCC national-owned.

Dr Omar Bin Sulaiman, Director General of the DIFC Authority, stated at the time that: “This is an historic day for Dubai, the Middle East and the entire region that the DIFX will serve. The exchange will be a catalyst for economic growth and prosperity. It will strengthen the ties between the countries of the DIFX region, as well as between the region and the rest of the world.”

The DIFX market opened with the listing of five Deutsche Bank securities. These are index tracking certificates, which will cover the US S&P 500, the German DAX 30, the Japanese Nikkei 225, the EuroStoxx 50 and the Stoxx 50.

The DIFX opened with four member banks – CSFB ( Europe) Ltd, Deutsche Bank AG, HSBC Bank plc and UBS AG. In 2007, it had 19 member banks.

In June 2006, the Dubai Financial Services Authority amended the rules which apply to sponsors of Reporting Entities which have listed securities on the Dubai International Financial Exchange.

The rule change now provides the DFSA with the discretion to require a company listing securities on the DIFX to appoint a compliance adviser to assist it with ongoing obligations under the DIFC Markets Law and Offered Securities Rules.

One of the primary obligations of a Reporting Entity is the requirement to continuously disclose price sensitive information to the market, in a timely manner.

In August 2006, a Memorandum of Understanding (MoU) was signed between Bahrain Stock Exchange (BSE) and Dubai International Financial Exchange (DIFX) to develop and strengthen capital markets activity in the region.

The MoU aimed at strengthening and increasing cooperation between both parties in areas relating to exchange of expertise and information.

In December 2006, it emerged that the Dubai International Financial Exchange (DIFX) had been accepted as a correspondent member of the World Federation of Exchanges, the leading international body promoting the interests of securities markets.

Correspondent status is the first step towards full membership of the Federation, which groups most of the world’s leading exchanges. The Federation’s activities include lobbying public authorities on behalf of exchanges, hosting conferences and collating industry statistics.

In June 2006 the DIFX was admitted as an affiliate member of the International Organisation of Securities Commissions (IOSCO), another leading international body that promotes high standards amongst regulators and stock exchanges.

In August 2007, the Dubai Government announced the consolidation of its holdings in the Dubai Financial Market (DFM) and Dubai International Financial Exchange (DIFX) into a new holding company, Borse Dubai.

The government stated at the time that the move was in line with the Dubai Strategic Plan 2015, and demonstrated its commitment to position Dubai as the leading capital market in the region.

DIFX and DFM continue to be regulated by the Dubai Financial Services Authority (DFSA) and the Emirates Securities and Commodities Authority (ESCA) respectively.

Explaining the role of Borse Dubai within the new structure, DFM Chairman Essa Kazim, who was appointed as the Chairman of Borse Dubai, said that the company is intended to be a facilitator, allowing DIFX and DFM to explore joint opportunities for the development of capital markets in the region and in the broader context of global exchanges. He commented at the time of the annoucement that:

"Both exchanges will share best practices, maintaining operational efficiency at international standards. Borse Dubai will boost confidence among issuers, investors, and intermediaries who will benefit from a presence in both exchanges, as well as a broader and more varied range of services."

The DIFX has ambitions to become the exchange of choice for the listing of Islamic finance instruments, and took major steps towards this goal with the listing of over 100 Sukuks, or Islamic bonds, in 2007. In fact, as 2007 drew to a close, the DIFX was already the largest exchange in the world for Sukuk by listed value, at USD13.78 billion.

In October 2007, the DIFX announced that it was preparing to list a range of Islamic structured products that will offer investors new Shariah-compliant opportunities on a new platform known as TraX.

The DIFX rebranded its market as NASDAQ Dubai, effective from November 18, 2008. NASDAQ OMX Group, the world's largest exchange company, also listed its shares on NASDAQ Dubai on November 20.

Both moves reflect the growing links between NASDAQ OMX Group and NASDAQ Dubai, as well as the growth of Dubai as an international financial centre.

Soud Ba'alawy, Chairman of NASDAQ Dubai and a Director of NASDAQ OMX Group, said, "As the international stock exchange serving this region, NASDAQ Dubai acts as a capital markets gateway for investors all over the world, including and especially in this region. NASDAQ Dubai's growing ties to NASDAQ OMX exchanges in the US and Europe in listings, marketing, technology, and management expertise will support its continuing expansion."

NASDAQ OMX acquired a one-third stake in NASDAQ Dubai in February 2008. The other two-thirds is owned by Borse Dubai.

2008 was a successful year for the DIFX, albeit from a low base. There was a 117% increase in trading volume in 2008 compared to 2007, to 2.39 billion. The number of trades increased by 281% to 28,862. New listings included two IPOs by Depa Ltd and Damas Ltd, five secondary listings, 132 derivative contracts, one structured product and 9 sukuk.

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Dubai The Jebel Ali Free Zone

The Jebel Ali Free Zone (JAFZ) was established in 1985 with the specific purpose of facilitating investment. Accordingly, the procedures for setting up in the zone are relatively simple. Its legal status is quite distinct: companies operating there are treated as being "offshore", or outside the UAE for legal purposes.

The option of setting up in Jebel Ali is therefore most suitable for companies intending to use Dubai as a regional manufacturing or distribution base and where most or all of their turnover is going to be outside the UAE.

100% foreign ownership is permitted in the JAFZ. There is exemption from all import duties and 100% repatriation of capital and profits is guaranteed.

There is freedom from corporate taxation for a period of 50 years, a concession which is renewable. There is a high level of administrative support from the Free Zone Authority. In addition, there are no import or re-export duties, no personal income taxes, no currency restrictions, and no restriction on hiring foreign employees.

Companies approved for operation in Jebel Ali Free Zone are granted one of the following types of licences, renewable annually for as long as the company holds a valid lease from the Free Zone Authority:

Companies holding a Free Zone licence are permitted to operate in the Jebel Ali Free Zone and outside the UAE. Operation within the UAE can be undertaken either by a commercial agent, representative, distributor, or the mother company licensed by the relevant UAE authority. Any company holding a Free Zone licence can itself purchase goods or services within the UAE.

Any company wishing to set up a project in Jebel Ali Free Zone must first complete a simple questionnaire. The license application process then takes place and will include a meeting to discuss and finalise the project details. If everything is satisfactory, the Authority will issue conditional approval for the project. Thereafter, a lease agreement and, if required, a personnel secondment agreement will be prepared by the Authority for signature by the company.

At the time of signing, the applicant will be required to provide the insurance policies called for in the agreements and should pay the agreed rental and licence fee prior to collection of the licence.

If the company wishes the Free Zone Authority to sponsor employees on its behalf, applications for entry permits may be submitted once the licence has been issued. The bank guarantee called for in the personnel secondment agreement will be required at this stage together with visa charges.

If the company's project involves the erection of a structure, detailed plans must be submitted after the lease has been signed. When the plans have been agreed, a building permit will be issued.

Administrative work, such as importing equipment or engaging labour for installation of equipment, may proceed in parallel with construction work. But application for entry permits for operatives to be sponsored by the Free Zone Authority will not normally be accepted until a completion certificate for the construction has been issued.

A Free Zone Establishment - or FZE - is an establishment formed and registered in Jebel Ali and regulated solely by the Free Zone Authority.

Such establishments must have a capital of at least AED 1 million and liability will be limited to the amount of paid-up capital. A FZE need only have a single shareholder and is an independent legal entity.

Any company, organisation or individual wishing to form a Free Zone Establishment must submit a completed application form to the FZE Department of the Free Zone Authority. A decision on whether permission has been granted will be given within 30 days of receipt of the application and any other information and documentation required.

If permission is granted, the Authority will record all relevant details in the FZE Register and issue a Certificate of Formation. This will specify the date of registration after which the FZE will be free to conduct any such business as is permitted in its Special Licence.

The free zone is the base for thousands of leading international firms, including many Fortune global companies from various sectors.

The Free Zone and Dubai Ports Authority (DPA) are inextricably linked, they are led by one chairman and share a strong, symbiotic relationship. The Free Zone is built around the DPA's Jebel Ali terminal, enabling customers to take full advantage of the port's ISO-certified container and general cargo operations. Specialized unloading facilities and purpose-built storage such as the cool and cold stores are also at the disposal of Free Zone companies. Jebel Ali terminal offers efficient cargo handling, and with rates among the lowest in the world, the prospect for exporting is good.

In February 2000 Dubai ruler Sheikh Maktoum bin Rashid al-Maktoum issued a decree setting up a free-trade zone for electronic commerce and technology, known as Dubai Internet City.

Legal and fiscal privileges in the DIC are similar to those applying in the Free Zone.

The physical location of the Internet City is on Sheikh Zayed Road, next to the American University.This area overlooks the Emirates hills golf course development. The City opened for business in late 2000; highlights include:

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Dubai Shipping

Dubai's harbour is the most important port in the Middle East and is ranked among the worlds top 15 in terms of container throughput. The Dubai Ports Authority (DPA) operates the harbour which lies alongside the Jebel Ali Free Zone. Dubai's traditional trade links with nearby Gulf states, Red Sea, East Africa and Asian subcontinent have been enhanced by new commercial ties from around the world. Notable in recent years have been trade relations forged with the emerging CIS and South African markets where shippers are keen to capitalize on Dubai's proven distribution capabilities and advantages.

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