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RAK ICC Free Zone

RAK ICC Offshore Company Formation in the UAE

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Get the details about company formation in RAK ICC Free Zone

Phone number: +971 (4) 425 6062

Office hours: Sunday - Thursday from 9-00 to 17-30

  1. The benefits of company registration at RAK ICC in Ras al Khaimah
  2. Registration of companies in RAK ICC

What is Ras Al Khaimah International Corporate Center (RAK ICC)? RAK ICC is a special company registry in the Ras Al Khaimah. RAK ICC offshore jurisdiction includes two registries of companies established in the Emirate: RAK International Companies and RAK Offshore. These two registries of free zones were merged into RAK ICC in 2015.

RAK ICC is intended to attract foreign investors to the Emirate to open international business companies (IBC), and for this purpose, they offer a full range of services: simplified registration regulations, tax preferences, no restrictions on capital withdrawal, affordable infrastructure, etc.

RAK ICC offers world-class conditions while working in accordance with international standards. Therefore RAK ICC is not on the blacklists of OECD, like many other offshore jurisdictions, so you will not have any problems in settlements with foreign partners.

As a rule, offshore companies are registered in the RAK ICC in order to protect assets, manage capital, hold shares in companies; for real estate transactions, and to be able to open an account in one of the local banks (banks in the UAE are known for their reliability and reasonable prices for services).

The RAK ICC free zone is located near the city of Ras Al Khaimah.

Sharjah media city free zone location in Sharjah city (Google maps)

Fig. 1 – RAK ICC location in the Emirate of Ras al-Khaimah (Google maps)

The benefits of company registration at RAK ICC in Ras al Khaimah

There are some advantages that make this jurisdiction very attractive to foreign investors. Here they are:

  • Possibility of registering an offshore company and conducting international business. An offshore company registered with RAK ICC can conduct business without any restrictions in other countries and jurisdictions, while requirements to reporting and audit are minimal compared to other jurisdictions;
  • Complete absence of taxes. A foreign company registered in RAK ICC is completely exempt from all types of taxes and fees: income tax, income tax, corporate tax, dividend tax, etc.
  • Possibility of full foreign ownership of the company. Unlike the mainland, where local participation of a natural or legal person is required, in free zones, and RAK ICC particular, foreigners are allowed to own a company fully;
  • Access to UAE banks. The UAE banking system is known for its reliability as that in Switzerland, but at the same time, the prices for customer service are much lower, and the requirements for opening an account are not so strict. Opening a company with an address in the RAK ICC free zone gives you the opportunity to open an account in a local bank.
  • Simplified regulations concerning the transfer of assets and property located in different countries, the ability to protect capital in other countries.

Registration of companies in RAK ICC

Registration of a company in the RAK ICC goes very fast. You have to choose a registered agent, collect a full package of necessary documents, submit them, and open a bank account. If everything is done correctly, a new company can be registered in 2 days.

The first thing to do is to choose the name of the future company. When choosing a company name, you can use any unused name with a mandatory suffix content that indicates the type. If you decide to transfer an existing company to Ras Al Khaimah in RAK ICC (this is allowed here), you must first check whether there is already such a name in the RAK ICC registry.

The following thing is to collect and apply the documents. Here is a list of required documents that are to be submitted:

  • A copy of the applicant's passport (must be at least one director).
  • Proof of residence (utility bills, such as water and electricity bills, confirming the applicant's address);
  • Certificate of registration of a company, duly legalized and certified by the UAE embassy/consulate in the country of origin;
  • “Certificate of good standing” of the company, duly legalized and certified by the UAE embassy/consulate in the country of origin;
  • Memorandum and articles of association of the company (applicant company) duly legalized and certified by the UAE embassy/consulate in the country of origin;
  • A letter of recommendation from a bank;
  • A decision of the Board of Directors on the registration of an offshore company in the UAE, the appointment of directors (at least one director is required), duly legalized and certified by the UAE embassy/consulate in the country of origin.

You must also choose the type of company. According to local law, a foreign investor can register a company of one of the following types in the free zone:

Table 1 – Types of companies in the RAK ICC free zone

Company type

Description

RAKICC Offshore Limited Liability Company

Shareholders of a limited liability company (Company Limited by Shares) are liable to the company's creditors. Moreover, their liability is limited to the size of the initially invested capital, i.e., the nominal value of shares and bonus payments for issuing shares.

A corporate memorandum of a company must stipulate the maximum number of shares of a company, which it has the right to issue, or it must stipulate that the company has the right to issue an unlimited number of shares. Also, this contract should specify classes of shares that the company has the right to issue. Moreover, if a company has the right to issue two or more classes of shares, then the rights, privileges, restrictions, and conditions associated with each class of shares should also be specified.

This type of company in Ras Al Khaimah must have at least one shareholder and one director. The company may issue bonus shares, partially paid shares or unpaid shares. Shares may belong to several persons in the form of joint ownership. The name of each such owner must be entered in the register of participants as the holder of the relevant shares.

This company of Ras Al Khaimah must indicate the circumstances under which share certificates are issued in its statutes. Such share certificates must be signed by at least one director of the company.

RAK ICC Offshore Company Limited by Guarantee

A limited liability company (designated as Company Limited by Guarantee) can be opened in Ras Al Khaimah as a company authorized to issue shares or as a company not authorized to issue shares. The name of a limited liability company must necessarily contain the words "Incorporated" or "Limited," or the abbreviations "Inc" or "Ltd."

Regardless of whether such a company is authorized to issue shares or not, at least one of the company's participants must be a “guarantee participant.” If a company is authorized to issue shares, a “guarantee participant” may also be a shareholder. Guarantors give an obligation to pay a nominal amount in case of a company liquidation.

The responsibility of the “guarantee participant” to a company is limited to:

  • The amount that “guarantee participant” is obliged to contribute in accordance with the constituent documents;
  • Any other obligations expressly provided for by the constituent documents of the company.

In the event of the liquidation of Ras Al Khaimah offshore company with a limited guarantee, any former “guarantee participant” who was a “guarantee participant” during the period of one year before the commencement of liquidation would have to deposit a certain amount of money. This amount must not exceed the amount guaranteed by this person. The amount is paid into the company's assets to pay its debts and liabilities, as well as to pay for liquidation expenses. This calculates the adjustment of payments "guarantee participants" of the company and the former "guarantee participants."

Ras Al Khaimah offshore company with divided portfolios

A company with divided portfolios (also called a protected cell company) is a company in which the assets and liabilities of different classes of shares are divided. Moreover, they are вшмшвув both from each other and the company's total assets.

Divided portfolio assets include assets representing equity, retained earnings, capital reserves, share premium and other assets related to this divided portfolio.

The assets of that particular portfolio can only cover obligations to creditors concerning a particular divided portfolio.

In the event of a liability arising from a question relating to a specific portfolio, the lender may attempt to gain access only to the assets related to that portfolio.

In accordance with the laws of some jurisdictions, if the assets of the segregated portfolio are not sufficient to cover the liabilities on this portfolio, the lender may use the company's total assets, but not assets belonging to another segregated portfolio.

Ras Al Khaimah firms with divided portfolios are technically one legal entity, and divided portfolios in one firm cannot be divided into separate legal entities that would be separated from the company, however, if they are bankrupt, they are considered that way.

Ras Al Khaimah offshore company with unlimited liability

A company with unlimited liability can be established with or without share capital. Such a company is similar to a limited liability company, but the legal liability of participants or shareholders is not limited. This means that participants and shareholders have a joint, unlimited obligation to cover any insufficiency of the company's assets to ensure the settlement of any outstanding financial liability in the event of a formal liquidation of the company.

The unlimited joint liability of the participants and shareholders of the company to cover any insufficiency of the company's assets for settling unliquidated obligations (if any) arises only with the official liquidation of the company. Thus, before such formal liquidation of the firm, any creditors or holders of the company's securities may claim only the assets of the company and not the assets of the participants or shareholders.

Ras Al Khaimah offshore company for special tasks

A company for special tasks is a special type of legal entity that has limited corporate potential to carry out certain specific tasks. The articles of incorporation of a company limited by shares may stipulate that the company is a company with restrictions. In the same place, the permitted objectives of the company’s work should be specified.

Ras Al Khaimah offshore company for special tasks is mainly used as a mechanism for issuing debt instruments. Persons purchasing securities issued by such a company receive an additional level of comfort. After all, if such a company tries to participate in any transactions not provided for by the constituent documents, then these transactions will be considered absolutely invalid.

Note that if a company is not initially registered as a firm for special tasks, then in the future it cannot be registered as a company for special tasks.

After providing all the necessary documents and paying the established fees, a registrar issues a registration certificate confirming the registration, as well as containing the registration number of the offshore company. This certificate of registration is issued for a specific period, and at the end of this period, it is necessary to go through the procedure for renewing registration. An application for renewing a company must be filed 30 days before the expiration date of registration.

Unlike onshore companies in free zones, offshore companies do not give the right to obtain a resident visa to owners and shareholders of this company.

All companies in RAK ICC are registered only through a registered agent. In fact, this agent will resolve all issues related to the registration and conduct of business in this jurisdiction on your behalf. Therefore, the correct choice of the registering agent is very important at the very beginning. The list of registered agents that can legally provide consulting services on the territory of RAK ICC can be found on their official website: https://www.rakicc.com/guidance/registered-agents/.

If you have any questions related to the registration of a company in this jurisdiction, contact our specialists, they will help you find the right solution for business development in the Emirate of Al Khaimah.

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RAK ICC Free Zone

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