Key Takeaways
4 insights · 11 min readDirector, secretary and UBO changes at RAK ICC are filed by your Certified Registered Agent through the RAK ICC portal — never directly by the company.
Any change to directors or beneficial owners must be recorded within 15 days of the agent being notified; late or missed filings expose the agent to a fine.
A UBO is a natural person owning or controlling 25% or more of shares/voting rights, or who can appoint/remove the majority of the board, or exercises significant control.
Each new officer needs a certified passport copy, address proof and a consent letter; UBOs held via trust or nominee need extra proof of ownership.
To change a director or secretary of a RAK ICC company, your Certified Registered Agent raises a “Changes to Director/Secretary” service request on the RAK ICC portal, updates the officer and UBO details, uploads certified documents, and submits. Any beneficial-ownership change must be filed within 15 days.
In this guide
Who can file the change What a UBO is Portal steps Adding & removing a UBO/POA Nature of Ownership Documents needed Deadline & penalty How much it costs Tax & compliance impact Common mistakes Key termsWho can make a RAK ICC change of director or secretary?
Only a Certified Registered Agent can file a change of director or secretary for a RAK ICC company. RAK ICC — the Ras Al Khaimah International Corporate Centre, the registry for international (offshore) companies in Ras Al Khaimah — does not deal with company officers directly. Every amendment is submitted by the licensed agent through the RAK ICC agent portal as a “Changes to Director/Secretary” service request.
In practice, you instruct your agent of the change — ideally in writing, supported by the relevant board or shareholder resolution — and the agent enters it on the portal, uploads the supporting documents, and pays the registry fee on your behalf. The same portal workflow is used to update shareholders, add a Power of Attorney (POA), or record a change of Ultimate Beneficial Owner (UBO), so a single service request can cover several linked changes at once. If you are still establishing the entity or want a single point of contact for these filings, our team can help you set up and maintain a RAK ICC company and act as the interface with your registered agent.
Expert Tip
Give your agent the instruction in writing and keep the signed resolution on file. Because the agent — not the company — carries the filing liability, a clear paper trail protects both sides if the registry ever queries the change.
What is a UBO, and who qualifies under RAK ICC's rules?
A UBO (Ultimate Beneficial Owner) of a RAK ICC company is always a natural person — never a company — who meets at least one of three tests. Under the RAK ICC Beneficial Ownership Regulations 2019, that person is the one who ultimately owns or controls the business, and their details must be recorded and kept current on the portal.
| UBO test | Trigger | Notes |
|---|---|---|
| Ownership / control of shares or votes | 25% or more | Owns or ultimately owns or controls 25%+ of the shares or voting rights, whether directly or indirectly. |
| Control of the board | Appoint / remove majority | Holds the right, directly or indirectly, to appoint or remove the majority of the board of directors. |
| Significant influence or control | Exercised in fact | Has the right to exercise, or actually exercises, significant influence or control over the company or its management. |
| Fallback | No one qualifies | If no individual meets any test above, the UBO is treated as the non-corporate director(s) of the company. |
Because a UBO must be a real person, ownership chains that run through holding companies have to be traced up until an individual clears the 25% threshold or the control tests. Keeping this register accurate is part of the same beneficial-ownership and anti-money-laundering framework that applies across the UAE — if your business is a designated non-financial business or profession, our UBO and AML compliance support can help you align your RAK ICC records with your wider obligations.
15-Day Filing Deadline
A change to directors or beneficial owners must be recorded within 15 days of your Certified Registered Agent being notified. Late or missing filings expose the agent to a fine, so tell your agent as soon as a change is agreed. Ask Fastlane to manage the filing →
How do you change a director or secretary on the RAK ICC portal?
The change is filed as a single service request. Your agent selects the “Changes to Director/Secretary” service, completes the company details, edits the officer and UBO records, uploads the documents, and submits after a declaration. The nine steps below mirror the RAK ICC agent-portal flow exactly.
- Log in to the agent portal — your Certified Registered Agent opens the RAK ICC Agent Portal home page.
- Open Company Services — select Company Services, then under Amendment, Liquidation & Charge choose Company Amendment and Changes to Director/Secretary.
- Complete the Company Details page — fill in all required information before moving to the officers page.
- Open the Directors/Secretary/UBO/POA page — this is where individuals are added, edited or removed.
- Add or edit the officer and set roles — use Add Individual Director/Secretary (or Add Corporate Director/Secretary), then tick the Secretary, Board of Director, UBO or POA/Authorized Signatory boxes and enter each role's start date.
- Add a new UBO or POA if required — use Add New UBO or Add New POA/Authorized Signatory for a person not already listed, and select the Nature of Ownership.
- Upload the required documents — passport copy, address proof, consent letter, and any extra UBO/POA proofs the portal requests.
- Tick the declaration — confirm on the Declaration page that the information is true; the portal notes a fine for false or misleading information.
- Review and submit — check the confirmation page and the price item, then Submit (or use Back to edit, or Cancel Request).
Would you rather not touch the portal at all?
Fastlane coordinates the whole RAK ICC amendment with your registered agent — from resolution to submission.
How do you add or remove a UBO or POA at RAK ICC?
To add a completely new UBO or POA, use the Add New UBO or Add New POA/Authorized Signatory button and enter the person's full details. To remove a role, open the individual's record, untick the role, and enter an End Date — the record stays on file with the role closed rather than being deleted.
When you add a new UBO you also record the Nature of Ownership and the date on which the person became a beneficial owner. A single individual can hold more than one role: ticking the POA box on a director makes them a signatory too, and ticking the UBO box on a POA records them as a beneficial owner. An existing officer who is already a director or shareholder can be marked as a UBO by editing their record rather than adding a new person.
The distinction that trips people up is between deleting and end-dating. A person you have just added but not yet submitted can be deleted outright. An officer already on the register is removed by end-dating the specific role — you untick, for example, the UBO or POA box and set the End Date, then save. This preserves the history of who held which role and when, which is exactly what the beneficial-ownership regime is designed to capture.
What is the 'Nature of Ownership' and which option applies?
When you declare a UBO, RAK ICC asks how that person owns or controls the company. You choose from eleven Nature of Ownership options, and some require an extra explanation or supporting document. Picking the right one matters because it drives which proof the portal then asks you to upload.
| # | Nature of Ownership | When it applies |
|---|---|---|
| 1 | Direct ownership of shares – sole personal capacity | Most companies with a natural person as the sole shareholder select this. |
| 2 | Direct ownership of voting rights – sole personal capacity | Control via votes held personally. |
| 3 | Right to appoint/remove directors – sole personal capacity | Board control held personally. |
| 4 | Direct ownership of shares – joint arrangement | Only where shareholders have agreed to exercise rights the same way and the combined stake is 25%+. |
| 5 | Direct ownership of voting rights – joint arrangement | As above, for voting rights. |
| 6 | Right to appoint/remove directors – joint arrangement | As above, for board control. |
| 7 | Indirect ownership through a chain | An individual holding 25%+ or the right to appoint/remove directors through another entity or chain of entities. |
| 8 | Control through other means | Holds decision or veto rights, or controls the rights of others — you must add a written explanation. |
| 9 | Senior Managing Official | Where nobody meets the tests above, the person controlling strategic decisions (e.g. Managing Director); also used for state-owned or listed entities. |
| 10 | Through a trust or other legal arrangement | Details of the arrangement must be provided, and extra proof is requested. |
| 11 | As a nominee | Both the nominee and the nominator must be declared, with proof. |
Options 4 to 6 are narrower than they look: holding shares alongside other people is not automatically a joint arrangement — it only counts when shareholders have actually agreed to act together. Option 8 always requires the explanation box, and options 10 and 11 trigger an additional ownership document, covered next.
What documents do you need for a RAK ICC director or secretary change?
Each new officer needs a certified passport copy, address proof and a consent letter. A POA additionally needs the POA document, and a UBO held through a trust or as a nominee needs proof of the nature of ownership. The portal lists the exact documents once you have set each person's roles.
| Document | Applies to | What is accepted |
|---|---|---|
| Passport copy | Every director, secretary, UBO and POA | Copy of the passport. |
| Address proof | Every individual officer | Certified copy of a current utility bill, local authority tax bill, tenancy agreement, residency certificate or bank statement showing the current permanent residence. |
| Consent letter | Director / secretary | Consent letter from the director or secretary, copy certified by the agent. |
| POA document | POA / Authorized Signatory | POA / Authorized Signatory document. |
| Proof of nature of ownership | UBO via trust or nominee | Trust deed or nominee/nominator evidence supporting the declared Nature of Ownership. |
Documents are certified by the agent, so getting clean, current copies to them early keeps the filing inside the 15-day window. If you are handling this alongside a broader restructuring, our UAE company formation and amendment team can prepare the resolutions and marshal the certified copies for you.
What is the deadline and penalty for not updating RAK ICC records?
A Certified Registered Agent that fails to make a required filing, or fails to amend the records within 15 days of being notified of a change, is liable to a fine. The portal's declaration also warns that providing false, misleading or deceptive information is an offence carrying a fine.
| Trigger | Timeframe | Consequence |
|---|---|---|
| Change of director / secretary / UBO / POA | Within 15 days | Must be recorded on the portal after the agent is notified. |
| Failure to file or amend in time | After 15 days | The Certified Registered Agent is liable to a fine. |
| False or misleading declaration | On submission | An offence; the declaration references a fine not exceeding the prescribed level. |
These obligations sit within RAK ICC's own Beneficial Ownership Regulations 2019, which is why the register must be kept current even between renewals. [VERIFY — confirm the current fine amount / penalty "level" and the latest RAK ICC guidance at rakicc.com before publishing.]
How much does a RAK ICC change of director or secretary cost?
Expect three cost components: an official RAK ICC amendment fee charged by the registry for each change, your agent's professional fee for preparing and filing, and any document attestation costs. In the current portal example, the registry line item — “Change of info – Directors/Secretary” — shows AED 500, but registry fees are set by RAK ICC and change from time to time.
Worked example — replacing one director who is also the UBO
• Official RAK ICC amendment fee — AED 500 for the change-of-information service (portal example figure — confirm current fee).
• Agent / advisory fee — charged by your registered agent for the resolution, portal filing and document certification.
• Attestation of documents — where the passport or address proof needs certifying.
• Illustrative total — the registry portion is modest; the agent fee is usually the larger part. Because a single service request can bundle the director and UBO change together, doing both at once avoids paying twice.
[VERIFY — the AED 500 above is the RAK ICC portal example, not a confirmed current tariff. Check the live RAK ICC schedule of fees before quoting a client.]
Handled by a Certified Registered Agent
- Filed correctly the first time, inside the 15-day window.
- Roles, End Dates and Nature of Ownership set properly.
- Certified documents prepared and the fine risk carried by the agent.
- Director and UBO changes bundled into one submission.
Trying to shortcut the process
- RAK ICC companies cannot file amendments without the agent.
- Missed 15-day window means a fine exposure.
- Wrong Nature of Ownership triggers document rejections.
- Forgetting to end-date a removed role leaves the register wrong.
Do RAK ICC changes affect your UAE tax or compliance obligations?
Keeping directors, secretaries and UBOs current is itself a standing compliance obligation. Separately, a RAK ICC company may fall within UAE Corporate Tax and anti-money-laundering rules depending on what it actually does — so a change of control is a sensible moment to review both.
A RAK ICC company is a UAE-incorporated entity, and its beneficial-ownership and record-keeping duties apply regardless of where it trades. Whether it also has a UAE Corporate Tax filing position depends on its residence and activities rather than on its offshore label, so it is worth confirming the company's status with an advisor when ownership or management changes — our UAE corporate tax team can assess this. If the entity is within scope of AML supervision, refresh the UBO register and controls at the same time, and keep the bookkeeping current with accounting and compliance support. [VERIFY — the corporate-tax treatment of RAK ICC (offshore) companies is fact-specific; do not state a blanket exemption or liability. Confirm against current FTA guidance.]
Common mistakes when changing RAK ICC directors and secretaries
Most rejected or late RAK ICC amendments come down to a short list of avoidable errors. Check each of these before your agent submits.
Avoid these six pitfalls
• Missing the 15-day window — the clock starts when the agent is notified, not when you get around to sending documents.
• Updating the director but forgetting the UBO — a change in ownership or control often changes the beneficial owner too.
• Choosing the wrong Nature of Ownership — the wrong option asks for the wrong proof and stalls the filing.
• Not entering an End Date when removing a role — untick the role and set the End Date, or the register stays inaccurate.
• Uncertified passport or stale address proof — copies must be certified and the address document current.
• Assuming a corporate director removes the UBO duty — the UBO is always traced up to a natural person.
Key RAK ICC terms explained
A quick glossary of the acronyms used across the RAK ICC amendment process.
| Term | What it means |
|---|---|
| RAK ICC | Ras Al Khaimah International Corporate Centre — the registry for international (offshore) companies in Ras Al Khaimah. |
| UBO | Ultimate Beneficial Owner — the natural person who ultimately owns or controls the company (25%+ stake, board control, or significant control). |
| POA / Authorized Signatory | A person authorised to act for the company; recorded with a start and expiry date. |
| Certified Registered Agent | The licensed agent that files all RAK ICC amendments on the portal and carries the filing liability. |
| Beneficial Ownership Regulations 2019 | The RAK ICC rules requiring beneficial-owner details to be filed and kept current. |
| Nature of Ownership | The declared basis on which a UBO owns or controls the company — one of eleven portal options. |
Fastlane Tax Team
FTA-registered tax agents and corporate-services specialists supporting UAE mainland, free-zone and RAK ICC companies with incorporation, amendments, tax and compliance. Every guide is reviewed against current regulations before publishing.
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