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RAK ICC (Ras Al Khaimah International Corporate Centre) is an international corporate registry in the emirate of Ras Al Khaimah, designed for the registration of international holding and structured companies (International Business Companies).
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 established to register international holding and structured companies used for asset ownership, investment structuring and international trading.
RAK ICC offers world-class conditions while working in accordance with international standards. Therefore, RAK ICC operates in accordance with international standards of transparency and compliance, including OECD and FATF requirements, which increases the level of trust on the part of international banks and counterparties.
RAK ICC companies are commonly used for asset ownership, holding structures, international investing and real estate ownership in the UAE (through permitted structures).
The main advantages of registering a company with 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. Company registration with RAK ICC usually takes from a few days to 1-2 weeks depending on the document review and due diligence procedure.
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 next stage is the preparation and submission of documents. Here is a list of required documents that are to be submitted:
You must also choose the type of company. Under RAK ICC legislation, a foreign investor may register one of the following types of international companies:
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:
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. A company registered with the RAK ICC is permanent, but requires annual government licensing fees and registration renewals.
RAK ICC companies do not qualify for residency visas. To obtain visas, investors typically register companies in free trade zones or on the UAE mainland.
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.
RAK ICC (Ras Al Khaimah International Corporate Centre) is an international corporate registry for the registration of International Business Companies (IBCs). Unlike UAE free zones, RAK ICC companies do not receive a commercial license to operate in the UAE. These structures are typically used for international holding structures, asset ownership, investments, and business structuring.
RAK ICC is most often used in the following situations:
If a company plans to operate in the UAE, hire employees, or obtain visas, registering a company in a free zone or on the mainland is usually a more suitable option.
Yes, RAK ICC companies may be used to hold real estate in certain emirates of the UAE (e.g., Dubai) and must comply with local regulations and registration with relevant authorities (e.g., Dubai Land Department). This structure is commonly utilized for ownership of investment properties or rental properties.
No, RAK ICC companies are not required to have a physical office in the UAE. The company's legal address is provided through a registered agent. Banks and businesses may require a record of actual business activity.
If a company's activities are classified under the categories provided by the ESR (certain categories such as holding activities or intellectual property activities), then it must adhere to economic substance requirements and submit respective notifications/reports.
Yes, the RAK ICC legislation permits redomiciliation of companies from other jurisdictions. This enables an existing company incorporated in another jurisdiction to live on at a RAK ICC without winding up and be eligible for it.
RAK ICC companies face several restrictions:
Consequently, these companies are often only for use as holding or investment.
No, a direct conversion is typically not possible. In which case, a new company is generally established (either in the free zone or mainland) if they require an operating company with license and visas, where they can use the RAK ICC structure as their holding company.
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