A Guide to the RAK ICC Business Companies Regulations 2018 and What They Require

What are the RAK ICC Business Companies Regulations 2018?

The RAK ICC Business Companies Regulations 2018 are the principal legal framework for companies registered at the Ras Al Khaimah International Corporate Centre — the registry for offshore International Business Companies in Ras Al Khaimah. They govern the whole life of a company: how it is formed and structured, what it may do, who must run it, how it raises and transfers capital, and how it is eventually wound up or continued to another jurisdiction.

RAK ICC was created by consolidating the emirate's earlier offshore registries into a single centre, and the 2018 Regulations are the modern rulebook that resulted. They are accompanied by the RAK ICC Registered Agent Regulations 2018, which set the standards for the licensed firms through which every company must operate. Together, these two instruments define what it means to be a company in good standing at RAK ICC.

This guide walks through the provisions that matter most to owners and directors in practice. Because RAK ICC updates its rules from time to time, treat this as an orientation rather than legal advice, and confirm the current version of the Regulations with RAK ICC or your registered agent before acting. If you are setting up, restructuring or closing a company, our corporate services team can help you apply these rules to your specific situation.

What can a RAK ICC company do — and what is prohibited?

A RAK ICC company can carry on international business such as trading, holding shares and assets, owning intellectual property and wealth structuring, but under Regulation 40 it cannot carry on banking, insurance or financial services by way of business. The prohibition on financial services was broadened in the 2018 framework so that it captures financial services carried on by way of business generally, not just banking and insurance.

There is an important carve-out. The prohibition only bites where the activity is carried on by way of business, and Regulation 40 expressly permits group treasury activities — for example, borrowing from banks and on-lending to companies within the same corporate group, or pooling cash deposits from group companies. The Registrar can also confirm the scope of the prohibition on a case-by-case basis or more generally, which helps resolve any doubt about whether a particular activity is caught.

Illustration. A RAK ICC holding company that borrows from a bank and on-lends to its subsidiaries, or that centralises the group's surplus cash, is relying on the group-treasury exception rather than carrying on financial services by way of business. The same company offering lending or financial services to third parties as a business would fall foul of Regulation 40. If your intended activity sits near the line, ask the Registrar — through your agent — to confirm scope before you proceed.

What are the director requirements?

Under Regulation 116, each RAK ICC company must have at least one director who is a natural person. A company can have additional corporate directors, but it cannot be run solely by corporate entities — there must always be at least one individual on the board. This ensures a real person is ultimately responsible for the company's decisions.

There was a transitional accommodation for older structures: companies incorporated under the former RAK Free Trade Zone or RAKIA IBC regimes that did not already comply with this rule needed to comply only from the first occasion on which they next appointed directors — in other words, the first time they changed the board. For any company forming or refreshing its board today, the rule is simply that at least one natural-person director must be in place.

Getting the board composition right from the outset avoids problems later, particularly around banking and good standing. Our team regularly advises on director structures for RAK ICC and wider UAE company setups, including where corporate directors are used alongside the required individual.

What are the rules on registered agents and changing them?

Every RAK ICC company must act through a licensed registered agent, and the 2018 framework both widened who may act as an agent and clarified what happens when a company changes agent. Under Regulation 95, a change of registered office or registered agent does not require the company's memorandum and articles to be amended or re-filed — a welcome simplification.

Regulation 95 also sets out duties for the outgoing agent on a change: it must, within five days of a request, provide details of any outstanding fees due to it, and it may share appropriate confidential information with the incoming agent. That information-sharing matters in practice — if an agent is resigning because of anti-money-laundering concerns, it can and should pass those concerns to the incoming agent. If your agent has resigned, our dedicated guide to RAK ICC registered agent resignation explains the notice, the deadline to appoint a replacement and the risk of strike-off.

On the agent side, the RAK ICC Registered Agent Regulations 2018 broadened the categories of firms that may act. The table summarises who can be an agent and the key obligations they carry.

How does liquidation work under the Regulations?

A solvent RAK ICC company is wound up by voluntary liquidation, and under Regulation 205 a legal entity — not just a natural person — may now be appointed liquidator, provided it is authorised to provide audit services in the UAE and is not otherwise disqualified. This is why owners commonly appoint an approved audit or professional firm to handle the winding up.

The 2018 framework also streamlined the process: under Regulation 208, the obligation to publish a notice of the liquidation in newspapers has been removed, and the liquidator has discretion over notice requirements. That reduces cost and delay compared with the old approach. The substantive steps — a declaration of solvency, a liquidation plan, appointing the liquidator, settling debts and obtaining a certificate of dissolution — remain, and we cover them in full in our guide to RAK ICC company liquidation.

Because a corporate liquidator must be authorised to provide audit services in the UAE, the choice of liquidator overlaps with audit capability. Fastlane's chartered accountants support liquidation and closure mandates and prepare the audit and financial statements that a winding up often requires.

What is the annual return requirement?

Under Regulation 262, a RAK ICC company must deliver an annual return — essentially confirming that all filings required to be made with the Registrar have been made. The 2018 framework made express provision for this return, putting the obligation to keep the company's filings current on a clear footing.

In practice, the annual return is a compliance checkpoint. Registered agents are expected to ensure their engagement letters oblige the company to provide the information needed to complete it, so the responsibility flows through to the company to keep its agent supplied with accurate, up-to-date details. Missing filings or an incomplete return undermines the company's good standing.

Can a company merge with, or continue as, a foreign company?

Yes — the Regulations provide for both merger or consolidation with a foreign company (Regulation 179) and continuation into RAK ICC from another jurisdiction (Regulation 187), but in each case the Registrar must be satisfied that the relevant foreign law permits it. The Registrar expects that evidence to be in writing, to include the relevant legislation, and to be accompanied by a formal legal opinion or certificate from an appropriate person, such as the registrar of the foreign registry.

Continuation (sometimes called re-domiciliation) is the mechanism by which an existing foreign company transfers its domicile to RAK ICC while keeping its corporate identity, rather than incorporating afresh. It is a considered, evidence-led process precisely because the Registrar needs comfort that the move is lawful in the origin jurisdiction.

One important point of history clears up a common misunderstanding: the transitional re-registration of companies from the former RAK registries completed automatically on 31 December 2017, and the transitional schedule (previously Schedule 6) was removed from the 2018 Regulations. So legacy re-registration under that schedule is no longer a live process — a foreign company now enters RAK ICC by continuation under Regulation 187, and an existing RAK ICC company simply operates under the current Regulations. If you are considering moving a company into or out of RAK ICC, our corporate team can advise on the continuation route and the evidence required.

What about segregated portfolio companies?

RAK ICC allows segregated portfolio companies (SPCs), but under Regulation 143 an SPC may not have more than ten segregated portfolios, and forming a new portfolio requires prior Registrar approval. An SPC ring-fences assets and liabilities between separate portfolios within one legal entity, which is useful for structuring distinct pools of assets under a single company.

The Regulations also make clear that any limitations in the company's memorandum on the activities the SPC can carry out apply equally to each segregated portfolio — a portfolio cannot be used to do something the company itself is not permitted to do. If an SPC suits your structuring needs, plan the number and purpose of portfolios up front, given the ten-portfolio ceiling and the approval requirement for each new one.

How do shares, transfers and dividends work?

The Regulations set clear rules for share capital, transfers and distributions, including that a share transfer only takes effect once the Registrar updates the register of members. Under Regulation 54, when shares are transferred the Registrar must be informed within 30 days, and the change of ownership occurs only when the Registrar updates the register — so prompt notification matters.

A few other points are worth knowing. Companies with shares can redenominate their share capital into a different currency (Regulation 49). Distributions are governed by a solvency test rather than by whether the company has accounting profits available — RAK ICC companies declare dividends by reference to solvency, so directors must satisfy that test before distributing (Regulation 69). And the model articles are no longer a schedule to the Regulations; the Registrar publishes separate model articles for companies limited by shares, companies limited by guarantee not authorised to issue shares, unlimited companies authorised to issue shares, and segregated portfolio companies.

What are the dispute-resolution and other key points?

Under Regulation 279, a company's articles may provide that disputes arising under the articles are resolved by arbitration rather than before the courts, and may provide that powers conferred on the courts are exercised by the ADGM Courts or the DIFC Courts instead of the Courts of Ras Al Khaimah. This gives companies real flexibility over how and where governance disputes are decided.

A few further points round out the picture. The schedule of fines was increased to bring RAK ICC into line with UAE government recommendations, so non-compliance is more costly than before. Certificates of good standing and similar certificates are, as a general rule, issued only on the registered agent's request (Regulation 269). And the clarifications in the 2018 framework confirmed, among other things, that the shares provisions apply not only to companies limited by shares but also to guarantee and unlimited companies authorised to issue shares (Regulation 5).

The table below pulls the headline provisions together as a quick reference.