RAK ICC Amendments Name Changes, Share Transfers, Mergers & Agent Change

When can you make RAK ICC amendments?

A RAK ICC company must have active status to carry out any amendments. The portal will not permit you to proceed with a share transfer, name change or any other request unless the company is renewed and has completed the re-registration process. This is the single gate that trips up most amendment requests.

If the company has not completed re-registration, then after renewal you must submit the signed re-registration documents — and only after that can you proceed with a share transfer or other request. The same applies to companies re-registered by way of an application form: they must sign and submit the relevant re-registration documents before any amendment or share transfer. For the mechanics of that step, see our RAK ICC re-registration FAQ.

Do I have to use RAK ICC's resolution templates?

No. It is not mandatory to use the generated documents. You are free to prepare resolutions in your preferred format, provided all relevant details are mentioned. In practice, your Registered Agent will draft the resolutions for each amendment so they are complete and correctly worded.

This flexibility is useful for group structures or transactions with specific wording requirements. The key is completeness — a resolution missing required particulars will hold up the filing, so it is usually safest to have an experienced agent prepare or review it before submission.

How do I change a RAK ICC company's name and activity?

When a company intends to change both its name and its activity, the advised order in the portal is to apply for the activity change first, and then proceed with the name change. Doing it in that sequence avoids the second request being blocked by the first.

Can a RAK ICC company transfer shares, issue bonus shares or create fractional shares?

Yes to all three. Bonus shares are permitted under the RAK ICC Regulations — a resolution submitted by the shareholder(s) or director(s) is filed. Fractional shares are also permitted; any change to the company's share or shareholding structure that is resolved and approved by shareholders/directors is filed.

Two things to keep in mind. First, RAK ICC will not be responsible for any liabilities arising from a change in shares or share capital — that risk sits with the company and its members, so take advice on the commercial and tax consequences before restructuring. Second, a straightforward share transfer requires the company to be active and re-registered, and standard due diligence documents are needed for any new shareholder. Share changes can also carry UAE Corporate Tax and AML implications, which we can review alongside the filing.

What is a Restated Memorandum & Articles of Association?

After an amendment is completed, a company can request a non-standard full set of MOA/AOA that reflects the changes made. This is referred to as a ‘Restated Memorandum & Articles of Association’, and a standard fee applies.

Once the requested amendment is completed, you (or your agent) inform the RAK ICC amendments team so the restated M&A reflecting the amendments carried out can be filed. A restated M&A is helpful when you want a single clean, consolidated document — for example, for a bank, an investor or a counterparty — rather than the original M&A plus a series of separate addenda.

Can a RAK ICC company merge with another company or an FZE?

An FZE cannot merge with a RAK ICC company. However, merger and consolidation is permitted for RAK ICC companies, and for foreign IBCs to merge or consolidate with RAK ICC companies. So the route depends entirely on the type of entity you want to combine with.

If you are restructuring across different UAE vehicles — for example, an offshore IBC alongside a free-zone or mainland entity — a merger may not be the right (or permitted) tool, and an alternative structure may be needed. Our company incorporation and restructuring team can map the options before you commit to a path.

Can a RAK ICC company open a branch office in the UAE?

Yes — RAK ICC has no objection to establishing a branch of an IBC, provided the other Authority permits such an establishment. In other words, RAK ICC's position is permissive, but the deciding factor is whether the relevant onshore or free-zone authority where you want the branch will allow it.

If you are considering a UAE presence for an offshore company — for banking, contracts or a local operating footprint — it is worth confirming the receiving authority's rules first, then structuring the branch or a separate entity accordingly. We can advise on whether a branch or a fresh company setup is the cleaner option.

What happens on the death of a shareholder or director?

The procedure differs depending on whether the deceased was a shareholder or a director. In both cases a death certificate issued by the concerned authority is required; the additional documents then depend on the role.

Because succession involves courts and, potentially, embassy attestation, these matters can take time — so start early and keep the original documents safe. We can guide the estate and the incoming shareholders through the share-transfer steps once the succession documents are in place.

How do NOCs and resolution attestation work?

For the issuance of a No-Objection Certificate (NOC), the relevant resolution must be filed with the Registry, and the NOC issued will refer to the matter resolved in that resolution. After filing, attestation of the resolution is optional — if the company does not request attestation, it is not mandatory.

These are official RAK ICC fees set by the Registrar and can change, so confirm the current amounts before you file. A worked example shows how the pieces fit together for a transfer of shares following a shareholder's death:

1. Confirm status — the company is renewed (active) and re-registration is complete.
2. Gather succession documents — death certificate plus succession certificate (or a probated, embassy-attested will).
3. Prepare the transfer — your agent drafts the share-transfer resolution and addendum, with due diligence documents for the new shareholder.
4. File and (if needed) NOC — the resolution is filed with the Registry; an NOC is AED 1,000, and attestation is AED 400 only if you request it.

How do I change a non-cooperative registered agent?

A company always has the right to appoint a new registered agent. Under Regulation 95 of the RAK ICC Business Companies Regulations 2018, if the existing registered agent fails to file a notice of change of registered agent within 14 days of a request by the company to do so, then the proposed new registered agent can file the notice for that change.

Separately, for an inactive company, you can send the NOC for the agent change to renewals@rakicc.com; the team renews the company from the backend, which then allows you to apply for the agent change in the portal. As a RAK ICC Registered Agent, Fastlane handles both routes — the standard portal transfer and the Regulation 95 process where an agent is uncooperative. You can also read more on agent changes in our RAK ICC Regulations 2018 guide.

How does Fastlane handle your RAK ICC amendments?

As a RAK ICC Registered Agent, Fastlane prepares the resolutions, runs due diligence and files your amendments correctly — from name and activity changes to share transfers, mergers, restated M&As and agent changes — while keeping your wider UAE tax and compliance picture in view.

1. Check eligibility — we confirm the company is renewed and re-registered so amendments can actually be filed.
2. Draft the resolutions — in the correct format with all required details, plus any addenda.
3. Run due diligence & file — KYC on incoming shareholders, then submission to the Registrar via the portal.
4. Keep you compliant — we review Corporate Tax, accounting and AML impacts of the change.