- The RAK free trade zone offshore companies are registered in the RAK ICC (RAK International Corporate Center). The customers communication with such registrar can be done over the Registrar registered agents only.
- The RAK offshore international business companies can be incorporated in the UAE to conduct the legal business only. Within the RAK offshore incorporation the following data shall be provided:
- The name of the IBC Company, which may end with, the word "Limited" or "Incorporated" or the abbreviation "Ltd." or "Inc.";
- The address of the Free Trade Zone International offshore Company's registered office;
- The nature of the RAK ICC business to be conducted. It shall be sufficient to state that the purpose of the RAK International offshore Company is to engage in any lawful act or activity for which they may be organized under these Regulations;
- The amount of share capital, which the Ras Al Khaimah ICC Company proposes to be registered, and its division into shares of a fixed amount;
- The full names and address of each of the incorporators and (if they are different) the persons who are to serve as directors.
- The Ras Al Khaimah offshore company memorandum and articles shall be in English Language.
- Upon registration of the RAK ICC company the registrar issues the certificate of registration of the IBC company and allocates the company the registration number. Such certificate confirms that the company is registered and the requirements for the company registration were duly fulfilled.
- The RAK FTZ International offshore companies can change its name to the name which would be acceptable to the Registrar. In case of the company name’s change the company registration certificate shall be altered accordingly.
- The RAK ICC Free Trade Zone IBC company has the rights, capacity and privileges of a natural person.
- Ras Al Khaimah International offshore Company, which is incorporated under these Regulations, shall not:
- Carry on business with persons in the Free Zone; or
- Carry on any other business which may, by regulations made by the Authority, be prohibited by the Authority;
- Carry on banking business in the UAE or the Zone; or
- Carry on business as an insurance or reinsurance company, insurance agent or insurance broker in the UAE or the Zone.
- The duly registered Ras Al Khaimah International offshore Company shall not be treated as carrying on business with persons in the Free Zone by reason only that:
- It makes or maintains professional contact with legal consultants, accountants, management companies or other similar persons carrying on business within the Free Trade Zone;
- It maintains books and records within the Free Trade Zone;
- It holds within the UAE Free Trade Zone meetings of its directors or members; or
- It holds a bank account in the RAK Free Trade Zone for the purpose of conducting its routine operational transactions; or
- It holds assets in areas of the Free Zone designated by the Authority.
- If the Ras Al Khaimah International offshore Company wishes to conduct trade or other business outside the RAK FTZ but elsewhere in the UAE, it must obtain the appropriate license to conduct the trade or other business activity from the competent authorities in the UAE. Notwithstanding the provisions of this Regulation the RAK ICC shall be permitted to hold a bank account in the UAE for the purpose of conducting its routine operational transactions.
- If the International offshore Company wishes to conduct banking or insurance business outside the Free Zone and the UAE, it must provide that it is appropriately licensed by the competent authorities in the relevant jurisdiction. Neither the Ras Al Khaimah Authority nor the FTZ shall have any liability in respect of its failure to do so.
- Nature of Free Trade Zone offshore company shares - the rights attaching to shares (or to any class of shares) shall be determined by the Articles of the Ras Al Khaimah International Company.
- Each share shall carry the right to vote at a meeting of the International offshore Company;
- Each share shall be a proportionate interest in the RAK International Company; and
- Each share shall rank in all respects equally with each other share in the International Company.
- To the extent permitted by its articles, the UAE Ras Al Khaimah International Companies may register / create different classes of shares in one or more series, with each share in the series having the rights, privileges, restrictions and conditions for that series as specified in the Articles of the RAK ICC Offshore Company, provided that each share in the series shall have the same rights, privileges, restrictions and conditions as all other shares in the same class.
- International company has the right to change its share capital over the respective shareholders resolution.
- Alteration of share capital of the RAK ICC can be done as follows:
- Increase its share capital by creating new shares of such amount as it thinks useful;
- Consolidate and divide all or any of its shares (whether issued or not) into shares of larger amount than its existing shares;
- Subdivide its shares, or any of them, into shares of smaller amount subject to a minimum amount prescribed by the Free Trade Zone Authority from time to time; and
- Cancel shares which, at the date of the passing of the Resolution to cancel them, have not been taken or agreed to be taken by any person, and diminish the amount of the International Company's share capital by the amount of the shares so cancelled.
- Variation of class rights - the provisions of these UAE RAK regulation are concerned with the variation or abrogation of the rights attached to the class of shares in an International RAK ICC Company whose share capital is divided into shares of different classes.
- If provision for the variation of the rights attached to a class of shares is made in the Ras Al Khaimah Free Trade Zone offshore company articles, by the terms of issue of the shares, those rights may only be varied in accordance with those provisions.
- If provision is not so made the rights may be varied if, but only if:
- The holders of three-quarters in nominal value of the shares of the class consent in writing to the variation;
- A resolution passed at a separate meeting of the holders of that class sanctions the variation.
- Any alteration of a provision in the UAE offshore company Articles for the variation of the rights attached to a class of shares, or the insertion of any such provision into the Articles and regulations of the Free Trade Zone is itself to be treated as a variation of those rights.
- Dividends and Other Distributions
- The RAK offshore company shall not declare or pay a dividend, or make a distribution out of contributed surplus, if there are reasonable grounds for believing that:
- The company is, or would after the payment be, unable to pay its liabilities as they become due; or
- Realizable value of the company's assets would thereby be less than the aggregate of its liabilities and its issued share capital and share premium accounts.
- For the purposes of governmental regulations, "contributed surplus" includes proceeds arising from donated shares, credits resulting from the redemption or conversion of shares at less than the amount set up as nominal capital and donations of cash and other assets to the RAK ICC company.
- "Distribution" means every description of distribution of the Ras Al Khaimah offshore Company's assets to its members, whether in cash or otherwise, except distribution by way of:
- An issue of bonus shares;
- The redemption or purchase of any of the International Company's own shares out of capital (including the proceeds of any fresh issue of shares) or out of unrealized profits in accordance with these Regulations;
- The reduction of share capital by extinguishing or reducing the liability of any of the members of any of the International Company's shares by paying off share capital;
- A distribution of assets to members of the Free Trade Zone International Company on its winding up.
- The RAK International Company shall at all times have the registered office which must be the office maintained in the Ras Al Khaimah Free Zone, or an office maintained by its registered agent in other Free Zone of the UAE and to which all communications and notices shall be addressed.
- The document can be delivered to the international offshore company in Ras Al Khaimah by mail to its registered office.
- An International Company in the UAE shall at all times have a registered agent in the FTZ or elsewhere in the UAE and shall be incorporated over such agent.
- No person shall be RAK ICC registered agent in UAE unless he has been approved as a registered agent by the Authority.
- The International Corporate Center Companies Registrar shall maintain a register of approved registered agents and may issue separate regulations concerning registered agents from time to time.
- The Ras Al Khaimah International offshore Company shall notify the Registrar of any change in the name or address of the registered agent.
- Any change in the details kept by the Free Trade Zone Companies Registrar in the register of registered agents pursuant to Regulations shall be notified immediately by the registered agent to the Registrar.
- The register of the UAE RAK offshore companies registered agents maintained by the Authority shall contain the following details in respect of each registered agent of the International Corporate Center:
- The name of the approved registered agent;
- The address of the approved registered agent;
- The names of the individuals authorized to sign on behalf of any firm or company that is an approved registered agent;
- The date when the registered agent obtained the approval of the Ras Al Khaimah Authority to provide registered agent services;
- Directors - taking into account any limitations in the Articles, the management of RAK ICC international company, registered in FTZ Ras Al Khaimah, United Arab Emirates is carried out or will be carried out under the direction or control of at least one director.
- A person cannot be the RAK offshore company director if he:
- Is under the age of 21 years; or
- Is disqualified from being a director; or
- Is an undercharged bankrupt; or
- Is considered unsuitable or unable by reason of capacity or otherwise to act as a director by the Authority or by the registered agent
- Accounting records - duly registered Ras Al Khaimah International offshore Company must keep accounting records, which are sufficient to show and explain its transactions, and shall reflect the following information:
- To disclose with reasonable accuracy, at any time, the financial position of the International Company offshore at that time; and
- To enable the directors to ensure that any accounts prepared by the RAK International Company under this Part comply with the requirements of these Regulations.
- The records, which the Ras Al Khaimah International offshore RAK ICC Company is required by these Free Trade Zone Regulations to keep, may be kept in the form of a bound or loose-leaf book, or photographic film, or may be entered or recorded by a system of mechanical or electronic data processing or any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time.
RAK International offshore company regulations
