RAK ICC: Company Formation in Ras Al Khaimah Free Zone

Ras Al Khaimah International Corporate Centre or ‘RAK ICC’ or RAK Free Zone is a corporate registry and offshore company formation authority located in Ras Al Khaimah, one of the seven emirates of the United Arab Emirates (UAE). RAK ICC can often be referred to as the RAK Free Zone or Ras Al Khaimah Economic Zone

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Headquartered in Ras Al Khaimah, with an additional office in Dubai, RAK ICC specialises in the registration and incorporation of International Business Companies (IBCs) but also offers a variety of other company solutions such as RAK offshore company formation, RAK free zone company set up and RAK onshore company setup. It is well suited to:

Corporate structuring and redomiciliation
Wealth management and succession planning
International tax planning
Structured finance transactions
Securitisations and ring-fencing assets
Ownership of real estate and assets
Holding structures and special purpose vehicles

Business registration in RAK ICC (RAK Free Zone) offers a number of key benefits such as:

No foreign ownership restrictions
Simplified registry process
Allowance for full repatriation of capital and profits
Access to Common Law courts
Allowance to hold properties and assets
Open bank accounts in the UAE and internationally
No minimum capital requirement
No requirement to file financial accounts
Possibility for redomiciliation of foreign companies

Types of RAK ICC companies:

RAK ICC Company Limited by Shares (CLS)

A CLS has various possible applications such as an IBC for global investments and trade, a holding company for subsidiary shareholding, a special purpose vehicle to hold real estate or assets, a joint venture company or a family office for wealth management and legacy planning.

It has the following main features:

Liability of shareholders limited to capital invested
Unlimited capacity
Choice of unlimited or limited duration
Facility for segregated portfolios to insulate assets from liability

RAK ICC Company Limited by Guarantee (CLG)

A CLG is a flexible legal structure that can be used for various purposes. Generally, it is used for non-profit organisations, professional associations or clubs and societies that operate for purposes other than generating profits for their members. A common example would be as a tenant association for a real estate development, whereby apartment owners are given certain membership rights in the company that manages the real estate development.

The main feature of a CLG is that its guarantee members must contribute to the CLG in the event of its liquidation. The guarantee members liability is limited to the amount specified in the company’s memorandum and articles of association.

Main features:

Unlimited capacity
Restricted purpose
Unlimited or limited duration
Can issue shares

RAK ICC Unlimited Company (UC)

This is a form of hybrid company which can be incorporated with or without share capital and in which there is no limit on the liability of its members or shareholders. Unlike a company limited by shares or guarantee, where the liability of the members is limited to their shareholding or guarantee amount, an unlimited company places the entire responsibility for the company's debts and obligations on its members. It can be used as an international tax planning vehicle to allow profits to be distributed strategically to optimise tax liabilities or as a liability pass through company in a corporate group.

Main features:

Unlimited capacity
Restricted purpose
Unlimited or limited duration

RAK ICC Segregated Portfolio Company (SPC)

An SPC, sometimes also known as a protected cell company, is a legal entity structure that provides a mechanism for segregating the assets and liabilities of different portfolios within a single company. It is commonly used in the context of investment funds and insurance companies to allow for the separation of various investment strategies or risk profiles.

Main features:

Separate legal personality from shareholders
Shareholder liability limited to share capital invested
Allowance of up to ten segregated portfolios
High level of privacy
Restrictions on purpose
Required registered agent

RAK ICC Restricted Purposes Company (RPS)

A restricted purposes company (RPC) is a type of legal entity structure designed for specific purposes, often related to asset securitization transactions. RPCs are typically used to isolate and protect specific assets or income streams, providing a level of legal and financial certainty to the parties involved in the transaction.

Main features

Specialised purpose
Limited activities
Asset segregation

Process to set up a RAK ICC company

The process to set up a RAK ICC company can be outlined by the following 4 key steps:

Step 1 – Contact a registered agent such as PRO Partner Group to assist with providing an office address. PRO Partner Group is registered on the RAK ICC website portal under name PPG Corporate Services.

Step 2 – Prepare the required documentation as per the RAK ICC checklist which PRO Partner Group will provide

Step 3 – Submit the RAK ICC application form

Step 4 – Assuming all documentation is approved, you will receive your certificate of incorporation

Documents required for business set up in RAKICC

To set up a company in RAK ICC (Ras Al Khaimah International Corporate Centre), you will typically need to provide the following documents:

Memorandum & Articles of Association signed by all shareholders
Agent Appointment Letter (i.e. from PPG Corporate Services)
Ultimate Beneficial Owner (UBO) and Nominee Declaration form
Proof of address and identity of all shareholders, directors and UBO such as identification docyments including passport copies and proof of address such as utility bills or bank statements etc.
Application form by RAK ICC

It is important to note that the specific documentation requirements may vary based on the type of company being formed, the desired corporate structure, and any applicable regulations or guidelines. Consult with PRO Partner Group for comprehensive guidance on the required documents and the company setup process specific to your situation. Documents are required to be signed and stamped by the registered agent.

Documents in foreign languages must be accompanied by certified English or Arabic translations. PRO Partner Group offer translation and attestation services to support with the incorporation process in RAK ICC.

RAK ICC Special Purpose Vehicle

RAK ICC allows for the formation and registration of Special Purpose Vehicles as one of the corporate structures available to businesses within its jurisdiction.

A Special Purpose Vehicle (SPV) is a legal entity that is created for a specific purpose or project. It is often used to isolate and protect assets or liabilities associated with a particular venture or investment.

We will handle all paperwork involved in RAK ICC business registration to establish your business in a timely manner.
We will assist with notarisation, legalisation and attestation of legal documents.
We will assist you with visa applications and family visas.
We provide access to ongoing services and support.

Set up in RAK ICC

Contact PRO Partner Group

RAK ICC operates under the legal system of English Common Law. Companies in RAK ICC therefore have access to Common Law courts of Abu Dhabi Global Market (ADGM) and Dubai International Finance Centre (DIFC) as well as local RAK courts. This legal system provides a well-established and internationally recognised framework for commercial activities, contracts, property rights, and dispute resolution.

Application form for re-registration
Members resolution for re-registration
Addendum to Memorandum & Articles of Association OR
New Memorandum & Articles of Association for re-registration

Unique Name: The proposed name for a company must be unique and distinguishable from existing company names registered with RAK ICC or any other relevant authority. It should not be similar to or likely to cause confusion with existing company names.
Legal and Regulatory Compliance: The name should comply with all applicable laws, regulations, and guidelines in the UAE and RAK ICC. It should not include any prohibited or restricted terms or violate any intellectual property rights.
Language and Script: The name can be in any language but must be accompanied by an English translation if it is not in English or Arabic. RAK ICC may request a certified translation of the proposed name if necessary.
Misleading or Offensive Names: The name should not be misleading, deceptive, offensive, or against public interest. It should not imply any illegal or immoral activities or violate cultural norms.
Restricted Terms: Certain terms, such as "Bank," "Insurance," "Trust," or other regulated activities, may require additional approvals or licensing from the relevant authorities.

PRO Partner Group can assist with RAK ICC company formations and structuring solutions. Our expert operations and PRO teams help to streamline and accelerate the application process for business set up in RAK ICC. If you require any assistance with setting up in RAK ICC or any other related onshore or offshore company setup, restructuring, local partner or PRO support matter in Abu Dhabi, Dubai, the wider UAE, Oman, Bahrain, Saudi Arabia or Qatar, then please do get in touch with us on +971 (0)4 456 1761 for Dubai or +971 (0)2 448 5120 for Abu Dhabi, email us at info@propartnergroup.com or complete the contact form below and we will be delighted to assist you.