Wednesday, December 8, 2010

Investors purchase freehold property in Dubai through offshore company now need to set up an offshore firm with Jebel Ali Free Zone (Jafza).

Investors looking to purchase a freehold property in Dubai through a company now need to set up an offshore firm with Jebel Ali Free Zone (Jafza). Titles to freehold properties will not be registered unless a no-objection certificate (NoC) is procured from the free zone.
This follows the signing of a recent deal between the Dubai Land Department (DLD) and the free zone in a bid to maintain a more concise register of land and property transactions. This new policy, however, does not affect the ownership of properties registered in the name of local entities that were issued title deeds prior to October 26, 2010.
Improving transparency
According to Michael Lunjevich, partner and head of real estate at law firm Hadef & Partners, "It's for the Land Department to have some visibility on who the shareholders and directors are in an offshore company. It's very important to know who the beneficial owners are, and the transfer of property shouldn't be allowed off the Register."
While offshore companies were popular among expatriates, particularly the Muslim community, in Dubai owing to uncertainty over inheritance issues in the region, those established in offshore jurisdictions such as the British Virgin Islands (BVI), the Isle of Man and the Cayman Islands also legally avoid having to pay certain types of taxation on profits and income. "Some international investors don't want assets in their personal name since they could get sued internationally for assets you own in a different country. Transferring it from your name will minimise that risk," explains Brent Baldwin, associate at the law firm.
Despite the fact that the Jafza deal is expected to emphasise information access to shareholder details, investors can still ensure that the asset cannot be traced to their name.
"You may still have situations where the Jafza company is owned by an offshore trust or a nominee company. If you structure your investments well, you can ensure that nothing traces back to you. But, it will be more difficult to sell the structure onto someone else. You will have to transfer two companies and many companies may not be willing to take up collective liabilities," suggests Lunjevich.
Stringent reporting norms
Industry experts believe the DLD could make the reporting requirements for existing foreign offshore firms more stringent. "They might introduce more stringent reporting requirements on those grandfather acquisitions. The Land Department may sometimes enable free transition from a foreign offshore company to a local offshore firm, without charging a fee," Lunjevich says.
The nature of offshore firms not needing to disclose details of the beneficiary has lent itself to fraud and money laundering in many instances. "There have been examples where offshore companies, mostly BVIs, collected money for developments, did not put it into an escrow account and the directors disappeared. Whether it was done fraudulently or they were victims of circumstances, I wouldn't want to speculate," Lunjevich adds.