UAE - Company Formation

The United Arab Emirates (often known as the "UAE") is made up of seven Emirates: Abu Dhabi, Ajman, Dubai, Fujairah, Ras Al Khaimah, Sharjah, and Umm Al Quwain. The UAE's economy has expanded to include trade, business, and finance on a regional and international scale. The UAE has established itself as a significant international hub for, among other things, banking, commerce, manufacturing, and modern logistics thanks to its ideal position. Dubai in particular has emerged as a top commercial location for numerous industries. The country's economy has been expanding over the past few years, and the success of Dubai's bid for the 2020 World Expo is expected to help boost foreign direct investment.

The legal framework of the United Arab Emirates is based on both the civil code and Islamic Shari'a law. The UAE federal constitution permits the division of powers between the federal government and the governments of each Emirate. As a result, each Emirate's local administration is allowed to control local issues that are not covered by federal law. As a result, each Emirate continues to hold major authority over the regulation of business operations, the registration and incorporation of corporate entities, and the issuance of trade licenses insofar as those activities are not covered by federal law.

WHY in the UAE?

  • A tax free and business friendly environment
  • A politically stable place with rapidly
  • A developing economy
  • No foreign exchange controls, quotas or trade barriers
  • Registered business address in UAE
  • Identity of shareholders is kept confidential by law
  • 100% foreign ownership

FreeZone is a midshore free zone company, permitting the registration of a new legal entity or migration of an overseas company through the RAK ICC registered agents with a range of permitted activities (Commercial, Services, E-Commerce, Media and Educational).

The company registration, amendments, renewals and deregistration of the FreeZone are to be processed through the agents.

Why set up a FreeZone?
  • Ability to comply with UAE substance requirements
  • Eligibility to apply for UAE Residence Visa
  • Eligibility to apply for Tax Domicile Certificate
  • Remote registration with e-documents and no physical presence required
  • Variety of facilities options, such as co-working spaces, serviced offices and executive offices
  • High credibility with UAE banks
  • Ease of Redomiciliation from within the UAE or globally
Facility Types
  • COWORKING | Shared workstation
  • SERVICED OFFICES | Dedicated workstation in shared office
  • EXECUTIVE OFFICES | Private enclosed office
A Comprehensive list of business activities including:
  • E-COMMERCE | Trading in goods and services via electronic means
  • SERVICE | Conducting services or consultancies across any industry
  • MEDIA | Operating media-related business activities
  • COMMERCIAL | Trading in goods and services
  • EDUCATIONAL | Opening an education-related institution or consultancy company

The Offshore Company Formation is a corporate structure comprising of a RAK ICC International Business Company (IBC) (the “Holdco”) having a subsidiary in RAK Free Zone (RAKEZ) (the “Opco”). This allows offshore companies registered with RAKICC to carry out their activities onshore by establishing a subsidiary at RAKEZ.

The Offshore Company Formation is a combination of a RAK International Corporate Centre (RAK ICC) Company and a RAK Economic Zone (RAKEZ) entity. The company has to be established with RAK ICC first and then the subsidiary of the same is established with the RAKEZ. This gives the discerning investor an opportunity to enjoy the best of both.

Offshore Company Formation – RAK ICC & RAKEZ combination
  • The Holdco owner(s) can be directors or senior management of the Opco
  • The Holdco can benefit from the offshore features. The Opco can benefit from substance and operations in the UAE
  • Staffing and office premises available
  • Dual Bank accounts can be established
  • Double Tax Treaties can be availed
  • Commercial and service licenses are issued by the free zone authority
  • Residence Visas available as a result of this structure
  • Substance requirements can be satisfied
  • Flexi, Standard and Executive offices are available
  • Companies are treated as business enterprise of substance
  • Investors can open bank accounts locally and internationally
  • Option to lease a physical facility from RAKEZ
  • Enjoy Double Taxation Treaty benefits
  • Global trade and investments
  • Eligibility for a UAE Residence Visa



  • Company Limited by Shares
  • Company Limited by Guarantee
  • Restricted Purposes Company
  • Unlimited Company






Offshore Company Formation

Other Products & Services

What are Special Purpose Vehicles (SPVs)?

SPVs (Special Purpose Vehicles) are separate corporate vehicles designed for securitization and isolating financial and legal risk by ring-fencing assets and liabilities. SPVs can be established as subsidiaries, project or joint venture vehicles to ensure that only those assets related to a transaction are exposed to the liabilities associated with that transaction.

With SPVs having a separate legal personality, claims by your SPV’s creditors cannot attach to the assets of the SPV’s shareholders or any of its sister companies.

  • Structured finance: This financial instrument is available to companies to restructure debt, raise capital, transfer assets, and manage risk. Conventional financing does not address these issues.
  • Securitisations: This includes bringing together the companies various financial assets and debts.  Therefore, issuing the investors with a consolidated financial instrument.
  • Asset holding and transfers: A transfer includes the movement of assets from one account to another account. An SPV reduces red tape and as a result, makes this process much easier and faster.
  • Financing and raising capital: using SPVs as a funding structure.
  • Ring-fencing and risk sharing: This is a protective strategy to create a ‘barrier’ in order to separate the company’s financial assets from the rest, legally allowing you to isolate the risks of a project and share those risks with other investors.
  • Fractional ownership structures: Selling ownership asset shares to individual shareholders, who then share the benefits. As a result, keeping the cost lower then whole ownership.
Why establish an SPV with RAK ICC?

RAK ICC is a future-proof destination for your business, whether you are starting up or relocating from elsewhere. Benefits of setting up a Special Purpose Vehicle (SPV) with RAK ICC include:

  • Fast and straightforward incorporation process
  • Simple migration from various global jurisdictions
  • Robust Anti-Money Laundering laws in Ras Al Khaimah
  • Attractive tax regime effective in the UAE
  • A welcoming and encouraging business environment

What is a Holding Company (Holdco)?

A holding company (Holdco) is a business entity, usually a corporation or LTD, that doesn’t manufacture anything, sell any products or services, or conduct any other business operations. Its purpose, as the name implies, is to hold the controlling stock or membership interests in other companies. Some of the subsidiary companies it owns do manufacture, sell, or otherwise conduct business. These are called operating companies. Other subsidiaries hold real estate, intellectual property, vehicles, equipment, or anything else of value that is used by the operating companies.

Holdco Ownership

The holding company (Holdco) can own 100% of the subsidiary, or it can own just enough stock or membership interests to control the subsidiary. Having control means it has enough stock or membership interests to ensure that a vote of owners will go it’s way. This can be 51%, or where there are many owners, it can be a much lower percentage. Each subsidiary has its own management who run the day-to-day business. The holding company’s management is responsible for overseeing how the subsidiaries are run. Therefore, they can elect and remove corporate directors. They can also make major policy decisions like deciding to merge or dissolve. The people running the holding company do not participate in the operating companies’ day-to-day decision making.

Why use a holding company (Holdco)?
Liability protection

Placing operating companies and the assets they use in separate entities provides a liability shield. As a result, the debts of each subsidiary belong to that subsidiary. A creditor of the subsidiary cannot reach the assets of the holding company or another subsidiary.

For instance, our entrepreneurs’ horse farm is struggling and has been unable to pay its trainer and veterinarian. They can sue and reach the assets of the subsidiary that owns the horse farm but not the assets of the subsidiaries that own the restaurant and apartment building, or the holding company.

Control assets for less money

A holding company needs to control its subsidiaries but doesn’t necessarily need to own all shares or membership interests. That allows the holding company to obtain control of another company and its assets at a lower cost than if it had acquired all of the subsidiary’s ownership interests.

Lower debt financing costs

A holding company that has financial strength can often obtain loans for a lower interest rate than its operating companies could themselves, particularly where the business in need of capital is a start-up or other venture considered a credit risk. Subsequently, the holding company can obtain the loan and distribute the funds to the subsidiary.

Foster innovation

Because operating companies are separate entities, there is less risk in investing in start-ups or other ventures that seem risky. For example, when one major global business restructured and formed another entity as its holding company, one of the reasons cited for doing so was that the shareholders were concerned about the risks from investments in non-core areas (e.g., robotics, life sciences, and medical research). By restructuring, those investments were separated from its core and profitable functions.

Day-to-day management not required

A holding company can own businesses in a variety of unrelated industries. It does not matter if the owners and managers of the holding company don’t know about those businesses because each subsidiary has its own management to run the day-to-day operations.

Why consider establishing a Holdco?

By establishing a RAK ICC company for holding of real estate (‘’RAK ICC Holdco’’), the client can enjoy several benefits. Below are some of the main advantages of a RAK ICC Holdco:

  • reduce the client’s personal exposure to the risks and liabilities inherent with owning investment property;
  • isolate income from a property or specific properties, simplifying bookkeeping and taxes;
  • reduce the effective level of any withholding taxes on the income and capital gains;
  • flexibility of transferring the shares upon selling the property;
  • reduce inheritance tax through structuring the assets through a RAK ICC Holdco;
  • ability to open a local or an international bank account for the RAK ICC Holdco to receive rental income or for administering the real estate’s fees and payments to any property managers.

What is a Single Family Office?

The purpose of creating an entity known as a Single Family Office (SFO) is to serve the interest of a single family. Its main focus is on managing the affairs of only one ‘wealthy family’. Many family offices incorporate International Business Companies and Foundations with RAK ICC. This acts as an efficient and effective tool to achieve their objectives.

In addition, single family offices tend to provide broadly two types of services or a combination thereof:

  • financial planning and investments including; wealth and asset management, asset monitoring, holding shares in a family business, assets, trusts and foundations as well as tax and legal services
  • supporting the family’s day to day needs such as concierge services, travel planning and administrative functions to that same family; whether to a family member, family business, family entity or family trust or foundation.
Family Office models

A wide range of family office models are in use today. There are several key differences between single family offices and multi-family offices that serve several unrelated families. Variants also include private family trust companies that are legally constituted in a form that maximizes tax and estate planning, along with long-term fiduciary oversight. The private trust company may work in concert with a family office or operate as a standalone entity.

Another model is the family investment company. These entities often undertake investment activities on behalf of the family, but do not offer support services that are often provided by the traditional family offices. Support services can include residence management, legal and accounting services. Regardless, the common denominator is that the office serves only one family, which may include multiple generations or even family branches.

While it is often said that each family office is unique, they do share many common attributes in respect to operational practices and service delivery models. The uniqueness of each family office is most often due to the values, interests, needs, and idiosyncrasies of the family it serves. Furthermore, we often see great variety in governance, family engagement, communication practices, and the degree to which the office enables and enriches the lives of family members.

Family Office structure

Three key factors define family offices:

  • Size – number of staff
  • Complexity – legal entity structures, investment types, number of generations, etc.
  • Autonomy of the office – the degree to which professional functions has been outsourced to third parties or carried out internally by staff. For example, investment management, legal, or accounting functions.
Why consider establishing SFO?

There are several reasons for setting up a Single Family Office. These essentially will focus on the family’s vision, plans and needs. Therefore, the fundamental objective would be to protect and preserve family wealth through generations, and to ensure that this objective is given a structure that caters to that family and evolves as the family grows or changes.

  • Protect the family’s privacy and ensure discretion
  • Manage the risks facing the family
  • Exert greater control over the family’s holdings
  • Simplify the administrative burden on family members
  • Ensure continuity of legacy and values across generations
  • Oversee family enterprises (businesses, philanthropy, etc.)
  • Manage family wealth and deal with succession
  • Pool family resources to access greater investment opportunities and better pricing
  • Provide a single resource to oversee the family’s wealth
  • Focus exclusively on the needs and interests of the family

What is an Unlimited Company?

An Unlimited Company (UC) 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.

Features of an Unlimited Company

Unlimited Company (UC) 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. Thus, its members or shareholders have joint, several and non-limited obligations 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.

The joint, several and non-limited liability of the members or shareholders of the company to meet any insufficiency in the assets of the company (to settle its outstanding liabilities if any exist) applies only upon the formal liquidation of the company. Therefore, prior to any such formal liquidation, any creditors or security holders of the company may have recourse. This applies only to the assets of the company, not those of its members or shareholders.

Additional optional features:

  • Unlimited capacity
  • Restricted purpose
  • An unlimited or limited duration
Possible uses of an Unlimited Company

RAK ICC unlimited companies are flexible and administratively simple corporate vehicles that can be used for a number of purposes. A UC may be used to avoid the need for shareholder guarantees to support the credit of the UC. For example, where a UC is dealing with a sole customer, it requires recourse to the shareholders of the UC.

  • Liability pass-through the company in a corporate group
  • International tax planning vehicle

An Intellectual Property Holding Company (IPHC) at RAK ICC is a subsidiary or sister company of global corporations that is set up to hold the companies’ IP (e.g. patents, trademarks, copyrights, etc.)

The intellectual property (IP) associated with a business name or system can be one of its most valuable assets – but only if it is properly protected. Any business that wishes to establish a national or international identity should take steps to protect the use of its name, logo or other IP, such as patent rights, formulae/processes, designs, trademarks, franchises, license agreements, “know-how” and copyrights. Given the importance of IP, RAK ICC offers IP holding structures that protect your IP platform and provide you with a range of IP holding benefits.

IP Holding Benefits
  • Centralisation
    • Easier administration of centralised asset
    • Facilitates sales and lease of IP assets
  • IP Asset Protection
    • Ring-fence IP from the company’s trading activities
    • Allows litigation under single trusted jurisdiction
  • Taxation
    • Eases paying taxes from centralisation & consolidation
    • Allows efficiency in tax structures
  • Securitization
    • Allows using IP as collateral
  • Clear Balance Sheet
    • Facilitate IP Audit
    • Facilitate IP inventory

Redomiciliation Opportunities with RAK ICC

Transfer of Domicile/Continuation (also known as migration) 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.

RAK International Corporate Centre permits companies /enterprises incorporated in other offshore jurisdictions to migrate into our jurisdiction.

Why re-domicile to RAK ICC?
Companies migrate 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.

The major advantages include:

  • Companies could maintain existing legal status
  • Companies could preserve operational and banking history
  • Access to common law courts
  • Internationally compliant registry
  • Move from a jurisdiction in case of any changes in the rules and regulations in the country
Transfer of Domicile Benefits

RAK ICC has built an effective back-office process that enables large volumes of re-domiciliations to be processed quickly.  Not only does this offer the perfect solution to meeting your company’s ESR needs, but it comes with other major advantages as well. Companies can redomicile while maintaining their existing legal status and maintaining operational and banking history. RAK ICC companies follow the common law regulations and can have access to both common and local law courts.  International Business Companies can be migrated to RAK ICC through their registered agents who have a wealth of experience in advising companies on formation, reporting, and running AGMs and can assist them to meet their ESR.

Robust Anti-Money Laundering Law

The UAE has worked hard to make detailed changes to laws for setting up and running International Business Companies and remains committed to helping companies meet these regulations based on the UAE federal legislation developed to meet International AML/CFT standards set out in the recommendations of the Financial Action Task Force (FATF).

RAK ICC can offer appropriate infrastructure and resources

To meet ESR in the UAE, entities must demonstrate that they meet the following:

  • Adequate physical assets, expenditure and employees exist in the UAE
  • Core income-generating activities (CIGA) undertaken in the UAE
  • Directed and managed in the UAE

The UAE provides plenty of physical offices or premises that are appropriate for your CIGAs. In addition to this, there is a large pool of experienced employees to choose from.

RAK ICC offers more than one solution

RAK ICC is at the forefront of International Business Company licencing in the region. There are three solutions to meet ESR for a company looking to redomicile:

  • Outsource its CIGAs – this can be done if the activities are performed in the UAE, giving access to employees and premises in the country.
  • Use the Premium product – this allows the licensee to enjoy the best of both worlds, by establishing with RAK ICC first and then the RAKEZ Freezone
  • Form a Branch – by starting a branch in the RAKEZ free zone, this would be treated as the same legal entity
  • RAK ICC keeps it simple and cost-effective

RAK International Corporate Centre (RAK ICC) Foundations are a corporate body created with a legal personality separate from that of its founder(s). The Foundation acts through its council to administer its assets and carry out its objects.

Uses of RAK ICC Foundations:
  • Enhanced succession planning and asset protection
  • To provide a robust governance structure
  • Guardian oversight
  • A distinct legal personality that separates liability meanwhile maintaining control of assets and have perpetual existence after the lifetime of the founder
  • To hold assets
  • Distribute dividends from operating companies
  • Hold shares in RAK ICC companies
  • Manage and hold the founders assets for the benefit of the qualified recipients
  • Hold operating companies
  • Family philanthropic purposes
Overview of RAK ICC Foundations
Governing Law

The RAK ICC Foundations Regulations 2019.

Governing Jurisdiction

A choice of common law jurisdictions between either: The Courts of the Abu Dhabi Global Market; or The Courts of the Dubai International Financial Centre.



Incorporation Process

Criteria for the incorporation process is as follows:

  1. Founder (Individual or Body Corporate)
  2. Council Members (Individual or Body Corporate)
  3. A Registered Agent
  4. A UAE registered office

A Foundation that has a charitable object, or a specified non-charitable object must appoint a Guardian (Individual or Body Corporate) accordingly. Completion of the Application Form signed by the Founder and subsequently submitted to the Registrar. The Application Form shall contain the above details, together with the Charter and the By-Laws.

Minimum Capital

USD 100 (or it’s equivalent in any other currency). Additional Property may be subsequently contributed to the Foundation by a Contributor.

Control Mechanisms

The Foundation is governed by the Council Members in accordance with the provisions of the By-Laws which is a private document.

The Council is comprised of a minimum of 2 Members who could be either the Founder, Family Members, Trusted Advisors, or Professional Advisers (Individual or Body Corporate). The Guardian (if appointed) supervises the Council Members and always ensures strict compliance with the By-Laws of the Foundation.

Right to Information

The Registrar shall maintain a Foundations Register which shall contain basic details of each Foundation (Name and date of registration, details of the Founder, Council Members, Registered Agent). All other information is treated as private and shall not be disclosed unless required by relevant authorities.


Migration of a Foundation into, or from the RAK ICC, is permissible subject to certain conditions.

Annual Accounts

The registered agent shall maintain the accounting records at the registered office. The accounting records are not subject to public disclosure.

Advantages of RAK ICC Foundations:
  • Internationally compliant Registry
  • Robust governance structure
  • Attractive tax regime effective in the UAE
  • No requirement to file or audit accounts – the company otherwise remains subject to RAK ICC AML requirements set out in RAK ICC Business Companies Regulations 2018
  • Possibility to migrate to RAK ICC from overseas
  • Low registration and administrative costs
  • Governance
  • Perpetual concept
  • Flexibility with beneficiary classes

Company Limited by Shares (CLS)

Company Limited by Shares (CLS) 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.

Features of a Company Limited by Shares (CLS)

The essential feature of a CLS is that the liability of shareholders is limited to the amount of capital that they have committed or have agreed to commit. A CLS must at all times have at least one shareholder and one director. A CLS may issue bonus shares, partly paid shares or nil paid shares. More than one person can hold shares for succession purposes as joint owners.

Additional optional features:
  • Unlimited capacity
  • Restricted purpose
  • An unlimited or limited duration
  • Segregated Portfolios in which assets are insulated from liability
Possible uses of a Company Limited by Shares (CLS)

RAK ICC companies limited by shares are flexible and administratively simple corporate vehicles that can be used for a number of purposes such as:

  • International Business Company: Flexible corporate vehicle to facilitate worldwide investments and global trade.
  • Holding company: Flexible corporate vehicle to hold shares in subsidiary companies.
  • Special Purpose Vehicle:Company to hold specific assets such as real estate. The underlying asset may be indirectly sold as a whole or in parts by selling the shares in the RAK ICC company typically, without needing to involve local notaries or land registries.
  • Joint Venture Company: Rights of the shareholders in the joint venture company may be set out in the Memorandum and Articles and/or in a separate shareholders’ agreement.
  • Project company: Vehicle to own and operate a specific project while reducing the exposure of shareholders to liability.
  • Family office:Private vehicle, with limited disclosure obligations.
  • Segregated portfolio:Company Use of segregated portfolios for different assets can insulate each. asset from liability and permit the separation of ownership from management and control.

Company Limited by Guarantee set-up with RAK ICC

A Company Limited by Guarantee (CLG) 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.

The liability of a guarantee member to the company, as a guarantee member, is limited to:

  • the amount that the guarantee member is liable to contribute as specified in the memorandum and articles of association
  • any other liability expressly provided for in the memorandum or articles of the company

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. They are also liable for 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.

Features of a Company Limited by Guarantee

The essential feature of a CLG is that its guarantee members give an undertaking to contribute to the CLG by a specified amount in the event of its liquidation. The liability of a guarantee member is limited to that specified amount. A CLG must have at least one guarantee member. The membership rights of guarantee members are not transferable. A guarantee member remains liable to the company for one year after it ceases to be a member. A CLG may be incorporated as a CLG authorised to issue shares or as a CLG that is not authorised to issue shares. Where a CLG is authorised to issue shares, a guarantee member may also be a shareholder.

Additional optional features:

  • Unlimited capacity
  • Restricted purpose
  • An unlimited or limited duration
  • Issue shares (in addition to having guarantee members)
Possible uses of a Company Limited by Guarantee

Incorporated tenant association for real-estate development: RAK ICC companies limited by guarantee are flexible corporate vehicles that can be used for a number of purposes. A classic example is to act as an incorporated association or to confer on apartment owners certain membership rights in the company that manages the real estate development for the apartment owners, as illustrated in the diagram below.

A Restricted Purposes Company (RPS) 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.

A Segregated Portfolio Company (SPC) 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.

  • 100% Foreign ownership
  • Complete repatriation of profits and capital
  • Open bank accounts locally and internationally
  • Establish subsidiary with Free Zone and avail double taxation treaty benefits

A RAK ICC segregated portfolio company has the following features:

  • Separate legal personality: It is a legal person separate from its shareholders.
  • Limited liability of shareholders: The liability of each of its shareholders is limited to the amount of share capital that it has agreed to pay to the company.
  • Up to ten segregated portfolios: It can create up to ten segregated portfolios. The assets held in each such segregated portfolios are ring-fenced from the general liabilities of the company or of other segregated portfolios. Each portfolio may, but does not have to, issue shares.
  • Independently maintained register of members: The Registrar maintains its register of members which is the definitive statement of the shareholders of the company and, if relevant, its portfolios; there is no maximum number of shareholders.
  • Flexible approach to Memorandum and Articles: Although a template Memorandum and Articles of Association has been provided by RAK ICC, this form need not be followed. For example, a RAK ICC segregated shares portfolio company may have more than one class of shares with their different rights set out in the Memorandum and Articles of Association.
  • Privacy: As a general rule, the records maintained by the Registrar may only be inspected by its directors, shareholders or the registered agent.
  • Restrictions on purpose: Unless they elect otherwise in their Memorandum and Articles, RAK ICC companies have unlimited corporate capacity except that as a general rule they may not carry on business within the United Arab Emirates or carry on financial services businesses.
  • High anti-money laundering standards: Registered agents are obliged to comply with relevant provisions of the UAE’s anti-money laundering rules. The extent of these obligations is clarified in a Registrar’s Guide.
  • Directors: It may have corporate directors, so long as at least one director is a natural person.
  • Registered agent: It needs to have, at all times, a registered agent. A company secretary may be appointed, but this is not required and is not a function that is recognised by the Business Companies Regulations.
Separation of liability

Only the assets of each Segregated Portfolio are available to meet liabilities to creditors in respect of that Segregated Portfolio; where there are liabilities arising from a matter attributable to a particular Segregated Portfolio, the creditor may only have recourse to the assets attributable to that Segregated Portfolio. Under the laws of some jurisdictions, where the assets of a Segregated Portfolio are inadequate to meet that portfolio’s obligations then a creditor may have recourse to the general assets of the SPC, but not those assets which belong to a different Segregated Portfolio. An SPC is technically a single legal entity and the Segregated Portfolio’s within the SPC will not be separate legal entities that are separate from the SPC, although for bankruptcy purposes they are treated as such.

Nominee Services

Appointment of a Nominee Director.

Appointment of Nominee (or Trustee) Shareholder(s), to be holding the Company's shares for the benefit and under the instructions of the client(s).

Additional Services

Please refer to the Bank Account Opening section of this website.

Facts & Info about: UAE - Company Formation

  • Minimum Share Capital: One Share AED, US$, EUR, GBP (other currencies with approval)
  • Minimum Number of Shareholders: One
  • Minimum Number of Directors: One
  • Bearer Shares Allowed: No
  • Corporate Directors Permitted: Yes (Names of Directors disclosed to Registry)

  • Registered Office / Agent: Yes
  • Local Directors: No
  • Local Secretary: No
  • Local Meetings: No
  • Government Register of Directors: Yes
  • Government Register of Shareholders: Yes
  • Possible Name Endings: End with "LLC"

  • Annual Return: No
  • Audited Accounts: No (only for specific activities)
  • Bookkeeping: Yes (Accounts must be approved by the Directors and preserved for seven years)
  • Annual General Meetings: Yes

  • Zero taxes and duties.
  • No Tax Information Exchange Agreement with any country.
  • No public disclosure of information.
  • Simple accounting requirements.
  • Facility for company name reservation (up to 90 days).
  • Can do business in the UAE with appropriate license.
  • Beneficial owner has option to choose the applicable law governing internal governance (see below).
  • Legalization of company documents not required when used within UAE.

Choice of Applicable Law - A unique feature of the company law is that it allows the Shareholders to select their choice of proper law (e.g. English, Cyprus) to decide matters concerning, among others, disputes between the Shareholders, the death of a Shareholder, any other matters to be specified. The choice of proper law must be cited in the Memorandum & Articles of Association.

Cannot carry out:

  • Business with persons/entities in the Ras Al Khaimah Free Trade Zone or in the UAE except where permitted by Regulations;
  • Banking business or business as an insurance or reinsurance company, insurance agent or insurance broker, unless it is licensed under applicable UAE law and authorized to carry on that business.

  • Incorporation: The company can be registered within 6 to 8 working days (depending on the immigration approval).
  • Shelf Companies: No.

Ras Al Khaimah Decree dated 7 June 2005, The Ras Al Khaimah Free Trade Zone International Companies Regulations 2006.