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RAK International Corporate Centre (RAKICC)

RAK INTERNATIONAL CORPORATE CENTRE (RAKICC)

OVERVIEW:

RAK International Corporate Centre (RAK ICC) is a Corporate Registry operating in Ras Al

Khaimah, United Arab Emirates.

RAK International Corporate Centre is the consolidation of two company registries in Ras

Al Khaimah; namely RAK International Companies (formerly a part of RAK Free Trade

Zone) and RAK Offshore (formerly a part of RAK Investment Authority). RAK International

Corporate Centre (RAK ICC) was formed as per the Decree No.12 of 2015 and as

amended by Decree No.4 of 2016.

RAK International Corporate Centre is responsible for the registration and incorporation of

International Business Companies, as well as providing a full suite of Registry services related

to International Business Company activity. RAK International Corporate Centre is a

modern, world class Company Registry operating in full compliance with international

standards and best practices in the International Business Company formation industry.

RAK International Corporate Centre will be at the forefront of International Business

Company formation services and continually develop our suite of products to meet the

needs of our customers.

RAKICC is governed by the:

- RAK ICC Business Companies Regulations 2018

- RAK ICC Registered Agent Regulations 2018

PRODUCT & SERVICE:

Company Limited by Share means that the liability of the shareholders to creditors of

the company is limited to the capital originally invested i.e. the nominal value of the

shares and any premium paid in return for the issue of the shares by the company.

The memorandum of a Company Limited by Shares shall state the maximum number of

shares that the company is authorized to issue or that the company is authorized to issue

an unlimited number of shares; and the classes of shares that the company is authorized

to issue and, if the company is authorized to issue two or more classes of shares, the rights,

privileges, restrictions and conditions attaching to each class of shares.

This type of company shall at all times have at least one shareholder and one director. The

company may issue bonus shares, partly paid shares or nil paid shares. Shares may be

held by more than one person as joint owners. The name of each such joint owner shall

be entered in the register of members as holders of the relevant shares. A company shall

state in its articles the circumstances in which share certificates shall be issued. Such share

certificates shall be signed by at least one Director of the company.

Company Limited by Guarantee could be set up with RAKICC as a company

authorised to issue shares or as a company not authorised to issue shares. The name of a

limited company, shall end with the word “Limited” or “Incorporated” or the abbreviation

“Ltd” or “Inc”.

In the event of winding up of a Company Limited by Guarantee, any former guarantee

member who was a guarantee member in the period of one year prior to the commencement

of the winding up shall be liable to contribute an amount not exceeding the amount

guaranteed by such person to the assets of the company for the payment of its debts

and liabilities, and the expenses of winding up, and for the adjustment of the contributions

of that company’s guarantee members and former guarantee members that such

former guarantee member would have been liable to contribute had the winding up

occurred on the last day of their membership of the company.

Restricted Purposes Company is a corporate entity that is designed to act as a

special purpose vehicle.

A Restricted Purposes Company is a company limited by shares whose memorandum

states – (a) that the company is a restricted purpose company; and (b) the purpose or

purposes for which the company is incorporated.

Restricted Purposes Company are predominantly used for specific purpose. Persons

carrying out business with a Restricted Purposes Company have the additional layer of

comfort that the company may not engage in any activity that is outside its stated

purpose. The restriction on the company activities as stated in its memorandum is binding

on the company, its shareholders and its directors.

Segregated Portfolio Company(or SPC), sometimes referred to as a protected cell

company, is a company which segregates the assets and liabilities of different classes (or

sometimes series) of shares from each other and from the general assets of the SPC.

Segregated Portfolio assets comprise assets representing share capital, retained earnings,

capital reserves, share premiums and all other assets attributable to or held within the

Segregated Portfolio.

Unlimited Company is a hybrid company (corporation) incorporated with or without a

share capital (and similar to its limited company counterpart) but where the legal liability

of the members or shareholders is not limited: that is, its members or shareholders have a

joint, several and non-limited obligation to meet any insufficiency in the assets of the

company to enable settlement of any outstanding financial liability in the event of the

company’s formal liquidation.

Transfer of Domicile /Continuation is the process by which a company/enterprise

moves its domicile from one jurisdiction to another by changing the country under whose

laws it is registered or incorporated, while maintaining the same legal identity. Companies

re-domicile or opt for Transfer of Domicile for a variety of reasons, the most important

being able to take advantage of a tax neutral environment and/or the availability of a

network of Double Taxation Agreements, to align their place of registration with their

shareholder base, or to access specialist capital markets.

STEPS TO FOLLOW FOR TRANSFER OF DOMICILE

Step 1- Application and Name Check

Request to re-domicile a foreign company is submitted by the registered agent

to the Registry.

Step 2- Submission of Documents

- Documents required for Continuation

- KYC requirements for individual shareholder/director/secretary

- KYC requirements for corporate shareholder/director/secretary

Step 3 – Review

Due diligence Check & Review

Step 4 – Acceptance Confirmation

Issuance of Invoice / Payment

Step 5 –Approval & issuance of Certificate of Continuation by the Registrar

FAQ:

New Incorporation

In RAKICC a company can be incorporated only through registered agents. Upon

submission of documents an IBC is incorporated within 2 working days.

Company Limited by Shares

Company Limited by Guarantee

Restricted Purposes Company

Segregated Portfolio Company

Unlimited Company

NAME POLICY

The liquidated name or changed name will be permitted to be used only after the expiry

of 3 years from the date of liquidation or from the date of name change.

A name shall be approved as stipulated in the Regulations where the suffix of the name

will be determined based on the type of company being incorporated.

In case of existence of same name or restricted name with the Registry then prior to

applying for Transfer of Domicile the company shall change its name in the seat of

incorporation.

SHARES

Bearer share structure is not permitted under RAKICC.

A company is permitted to hold treasury shares.

All rights and obligations attached to a treasury

share will be suspended and shall not be exer-

cised by or against the company while the

company holds the shares as treasury shares.

The RAKICC Business Companies Regulations

2016 permits a company to issue bonus

shares, partly paid shares or nil paid shares.

A company may issue shares with and without par values. Issuance of fractional shares is

also permitted.

A share with a par value may be issued in any currency.

RENEWAL

Renewal applications shall be submitted 30 days prior from the date of expiry, where 30

days from the date of expiry is the grace period for processing without penalty. If the

renewal is applied in 180 days from the date of expiry, a penalty will be charged for each

month after the grace period.

The renewal invoice would be sent a month in advance of the renewal date along with

the following documents:

- Latest lease deed of the office premises

- Renewed Professional license copy

- Renewed / latest Passport copies of the promoters

Strike Off:

The members, directors & registered agents will not be free from liabilities or responsibilities

towards a struck off company as the company continues to exist until it is liquidated.

A company can be restored by its members or

directors within a period of 3 years from the date

of strike off and creditors can request for

restoration of the company within a period of

10 years.

Agent resignations for struck off companies

will not be accepted as the company can

be restored within the stipulated time, and at

the time of such restoration the company

should have a registered agent.

Summary of Requirements for Individual Shareholder:

Passport CopyA clear copy of your passport, showing the photo page and signature page. The passport

must be valid for six months from the date of application.

CV or ResumeA copy of your recent Curriculum Vitae or Resume with your full contact details.

Utility BillAn original latest utility bill such as; telephone, electricity gas, water, etc., showing your full

name and complete current address.

Important Note:

In the event that a Utility bill is not available, a letter of address confirmation issued by the

Local Municipality or Local Authority in the country of origin is acceptable

Al l documentation must be provided in English, or with an accompanying English

translation.

Summary of Requirements for Corporate Shareholder:

Certificate of IncorporationCertified True Copy of the Certificate of Incorporation.

Trade LicenseCertified True Copy of the license.

Memorandum and Articles of AssociationCertified True Copy of the Memorandum & Articles of Association

Certificate of IncumbencyAn original latest Certificate of Incumbency or a legal document issued by the registrar,

which confirms name of the shareholders and directors of the company.

Certificate of Good StandingIf the Corporate Entity is an Offshore, an original Certificate of Good Standing is required.

Shareholder’s ResolutionAn original Shareholder’s Resolution confirming the establishment of the new company;

and confirming the name of the person authorized to sign the company formation

documents; it must be attested by the Registrar.

Important Note:

If established in UAE, it must be stamped by the governing body where the company was

formed.

If establish outside UAE, it must be stamped by the Ministry of Foreign Affairs and the UAE

Consulate in the Country of Origin.

All documents need to be provided in English, or with an accompanying English

translation.

Timeline:

Company Formation (Individual & Corporate) – 2 working days upon submission of all

required documents to Registrar.

Cost:

Starting from USD 2,250 - Company Formation

USD 249 – Bank account opening assistance

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