Ras al Khaimah Offshore Company Formation
Ras Al Khaimah Offshore (RAK ICC) has earned its reputation as a pre-eminent commercial centre with an innovative, dynamic and entrepreneurial business culture. Strategically located at the crossroads of trade and commerce between East and West, it is ideally positioned to service and access markets that span the Middle East, Africa, the Indian subcontinent and the CIS countries. Moreover, it occupies a time zone that allows it to connect markets like the Far East and the US. To leverage this advantage, it is developing a world class infrastructure, air and port facilities, making it the most well connected hub in the region.
Offshore Company Formation
Politically stable, Ras Al Khaimah has a forward-looking, responsive government with a progressive, pro-business attitude and a strong commitment to the private sector. Business-friendly regulations and a favorable tax and customs framework have played a key role in attracting business investment from all over the world in almost every sphere of economic activity. Strong economic indicators and a relatively low cost work environment have contributed to its rapid development and prosperity. A modern, safe, multi-cultural place with state-of-the-art medical, education, entertainment, shopping and sports facilities that ensure a high quality of life, Ras Al Khaimah is the location of choice for the modern professional and an ideal location for multinationals to establish a regional presence.
Rak Company Registration
RAK ICC Offshore established by the Ras Al Khaimah Investment Authority (RAK ICC) may not seem the obvious choice of jurisdiction, but a closer examination of the benefits that RAK ICC and the UAE have to offer makes this venue an attractive option.
No Corporate Tax.
No Income Tax.
No foreign exchange controls, trade barriers or quotas.
No restrictions on capital repatriation.
Easy access to key decision makers.
Easy procedures for transfer of shares.
RAK ICC Offshore is not on the OECD “blacklist” of tax havens (nor the FATF blacklist).
Double Taxation Treaties: Double taxation agreements prevent individuals and corporations from being susceptible to paying tax on the same item during the same time period. These agreements determine which of the two states concerned should levy tax in a particular situation.
RAK ICC Offshore Companies can own/lease real estate properties in the UAE approved by RAK ICC as well as anywhere outside the UAE.
RAK ICC Offshore Companies can hold an account in a bank within and/or outside the UAE for the purpose of conducting routine operational transactions.
Legalization of documents is less costly and less cumbersome than other jurisdictions.
RAK ICC Offshore Companies may own yachts registered in the UAE.
A person resident in the UAE may hold shares in a RAK ICC Offshore Company.
Property Owning Company.
International services companies.
Professional Service Company.
Shipping and ship management companies.
A minimum of one shareholder is required and there is no limitation on the maximum. Corporate shareholders are permitted. Shareholders meetings should be held periodically (at least once in a year). Every RAK Offshore Company shall maintain minutes of all proceedings at general meetings.
There is no minimum capital amount required. Shares Certificates must be issued within two months from the date of payment of the capital. Classes of Shares are permitted. Bearer shares are not allowed. Shares may be issued fully, partly or nil paid.
AE Dirham and US Dollar can be used as the denomination for the capital. Any foreign currency is acceptable but prior consent has to be approved by the RAK Investment Authority.
A minimum of one director is required and corporate directors are permitted. The number of directors can be fixed in the Memorandum and Articles of Association. Details of directors are not available for public inspection. The first directors are appointed by the incorporators at the time of incorporation, and thereafter elected by the shareholders. Any shareholder may be appointed as a director and/or a secretary.
Each director holds office for a period determined by the shareholders. In the event of death or resignation another director may be appointed by the resolution of the shareholders. A vacancy created by removal of a director may be filled by resolution or in absence of such resolution by the remaining directors.
The directors have all the powers of the company that are not reserved to the members under the Regulation or in the memorandum and articles.
Every RAK ICC Offshore Company is required to have a secretary, which is appointed by the shareholders for such period as the shareholders may determine. A shareholder may be appointed as a secretary and/or a director. Corporate Secretaries are permitted.
Annual Account and Audits
Accounts are not required to be filed with the Authority. Audited Accounts are not required, but they may be audited by persons approved by the directors. A company incorporated under the Regulation shall keep such accounts and records as the directors consider necessary or desirable in order to reflect the financial position of the company.
All RAK ICC Offshore Companies are required to maintain the following registers:
(1) Register of Shareholders;
(2) Register of Directors and Secretary;
(3) Register of Meetings (shareholders, directors, committees);.
These are not available for public inspection, other than by members or directors. If copies of these registers and documents are kept other than by the registered agent, the registered agent must be notified of the location of the original.
Inspection by the Authority is permitted in cases of suspected fraud.
Incorporation Time Frame
24 hours from the time all the required documents are submitted to the RAK Offshore Registrar.
Restrictions on Name
Generally the nature of the company has to be indicated through the words ‘Limited’, ‘Corporation’, ‘Incorporated’, ‘Société Anonyme’, ‘Sociedad Anonima’, ‘Unlimited’ or the abbreviation ‘Ltd’, ‘Corp.’, ‘Inc.’, ‘SA’ or ‘Unl’. No names are permissible if the name resembles to any other offshore company already registered or the name appears to be misleading with the names of any governmental organisations existing in UAE. Words resembling financial activities such as ‘Assurance’, ‘Bank’, ‘Building Society’, ‘Royal’, ‘Trust Company’, ‘Trustee Company’ etc. will require justification.
Information published relating to shares and shareholders, Directors
Details of the company beneficial owners, directors and shareholders are NOT part of public record. The Registrar of Companies does not require any data whatsoever on who is the actual beneficial owner of the new company. This information is only known to the licensed Registered Agent of the company and is kept in complete confidentiality. The internal corporate files of the IBC, like the Register of Members, Register of Directors and all Minutes and Resolutions, are kept at the offices of the Registered Agent and are also confidential.
RAK ICC is not a dependent or ‘overseas’ territory of another country and as such it is not sharing or reporting information to any overseas ‘principal’ or organization. Ras Al Khaimah is not subject to the EU Savings Tax Directive, unlike some other offshore tax havens related to the EU member states.
Is there a register of company charges?
A company may maintain at its registered office a register charges and other encumbrances. This is not mandatory. Similarly, a public register may be maintained at the option of the company
Dissolution of a RAK ICC Offshore Company:
A company may be dissolved/deregistered prior to the renewal date. The following documents are required from the applicant in order to deregister a RAK ICC Offshore Company:
Original Memorandum and Articles of Association and Incorporation Certificate must be surrendered to the Registrar;
Resolution of the Shareholder(s) calling for the deregistration of the RAK Offshore Company (a sample can be provided if required);
Liquidation Report from auditors stating that there has been no transaction on behalf of the RAK ICC Offshore Company for the past year. Client shall be responsible for securing Auditor’s Report; however, Flying Colour Businessmen Service can provide this service;
Plan of Dissolution;
Articles of Dissolution;
Original of Newspaper Publication made by the company after approving the Plan of Dissolution by the Registrar;
Original of Paper Publication made by the Liquidator after receiving the Certificate of Dissolution from the Registrar.
A company incorporated under the laws of a foreign jurisdiction may continue its existence as a company registered under the Act. Similarly, RAK Offshore business companies may transfer their domicile to foreign territories that permit such procedures.
The RAK ICC Offshore Company is required to appoint an approved registered agent from the list of approved RAK ICC Offshore Registered Agent List (Flying Colour Businessmen Service is an approved RAK ICC Offshore Registered Agent)