Similar to the concept of offshore company, the Ras Al Khaimah International Corporate Centre-RAKICC free zone have laid down the regulations to incorporate International Companies in the UAE. The regulation prescribes that the incorporation of the International Company shall be through a registered agent. The firms of accountants and lawyers approved and licensed for that purpose by the RAKICC are permitted to provide services to clients for registering International companies, registered office and for acting as the agents for the companies.

• Companies will have a limited liability status and the possible name suffixes are ‘Limited’ or ‘Incorporated’
• Companies can be formed with a minimum of one shareholder and there is no upper limit on the number of shareholders
• Minimum of one director is required and there is no restriction in one person assuming these offices or exercising the said capacities
• Corporate director and shareholder allowed
• No minimum capital requirement in RAKICC
• Shares can be of different classes
• Shareholders and directors are not required to be personally present before the authorities for incorporating the company but will need to be present before the registered agents to sign the relevant documents
• Provision for the shareholders/members to apply the applicable law of their choice
• Requirement to have an approved registered agent either within the Free Zone or outside the Free Zone but within UAE
• International trade is allowed
• Provision to reserve the company name during the pre-incorporation period, subject to a maximum of 90 days and by paying the prescribed fee
• No personal or corporate income tax
• Foreign names and characters may be included in the company’s name subject to the approval from the authority
• It is not mandatory to submit the accounts audited on an annual basis. However, it should be maintained annually.
• The international company will not be entitled to any residence visas in the UAE

Company Limited by Shares (CLS) In RAKICC

Company Limited by Shares (CLS) in RAKICC 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 name of a limited company shall end with the word “Limited” or “Incorporated” or the abbreviation “Ltd” or “Inc”.

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 In RAKICC

A Company Limited by Guarantee (CLG) in RAKICC could be set up with RAK ICC 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 case of a Company Limited by Guarantee, whether or not authorised to issue shares, at least one of the members of the company shall be a guarantee member and where the company is authorised to issue shares, a guarantee member may also be a shareholder. The guarantors give an undertaking to contribute a nominal amount in the event of winding up of the company.

Restricted Purposes Company (RPS) In RAKICC

A Restricted Purposes Company (RPS) in RAKICC is a corporate entity that is designed to act as a special purpose vehicle. An RPS 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.

RPS is predominantly used for a specific purpose. Persons carrying out business with an RPS 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.

A company that is not registered as an RPS on its incorporation, continuation or re-registration shall not subsequently be registered as an RPS.

Segregated Portfolio Company In RAKICC

A Segregated Portfolio Company (SPC) in RAKICC is a company limited by shares. The SPC may create up to ten segregated portfolios for the purpose of segregating the assets and liabilities of the company, held within or on behalf of a segregated portfolio from other assets and liabilities of the company. Segregated portfolios can be incorporated provided the Registrar is satisfied that the directors of the company have the knowledge and expertise necessary for the proper management of segregated portfolios.

A Segregated Portfolio Company (or SPC) is sometimes referred to as a protected cell company. 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 (UC) In RAKICC

An Unlimited Company (UC) in RAKICC is a company incorporated with or without a share capital where the liability of the members is not limited: that is, its members have a joint, several and unlimited obligation to meet any insufficiency in the assets of the company to enable the settlement of any outstanding liability in the event of the company’s formal liquidation. Similarly, to a general partnership, the members of a UC have unlimited liability; unlike a general partnership, the UC is a separate legal person capable of owning assets in its own name.

Download License Details File

International companies are allowed to:

• Have contacts with legal consultants, lawyers, accountants and auditors in UAE
• Have bank account in UAE
• Become shareholders in a new or existing companies in UAE
• Hold shareholders and directors meeting within UAE

International companies are not allowed to:

• Carry on business with persons in the Zone
• Carry on a banking business
• Carry on business as an insurance or re-insurance company, insurance agents or insurance brokers
• Carry on any other business which may, by regulations be prohibited by the authorities

International Companies can be suitably utilized for the following:

• International trading
• To act as a holding company and to hold investments either in UAE or foreign countries
• For holding properties in foreign countries and certain properties in UAE