RAK ICC Share Capital: How to Increase or Reduce the Number of Shares

What is a RAK ICC share capital change?

A RAK ICC share capital change is an amendment that raises or lowers a company’s share capital by changing the number of shares it has — keeping the par value of each share the same. It is handled on the registry as a Changes to Share Capital amendment and, like every RAK ICC filing, must be submitted by an approved registered agent rather than by the company directly.

RAK ICC (RAK International Corporate Centre) is the Ras Al Khaimah registry for international (offshore) companies. A company’s share capital is simply the par value of each share multiplied by the number of shares in issue. This guide covers the “No. of Shares only” route — where you change how many shares exist while the value per share is unchanged — in both directions: an increase (issuing new shares to raise capital) and a reduction (cancelling shares to lower it). If you are still at the formation stage, our team can plan the structure and file it as part of your RAK ICC share capital and company setup.

Why would a RAK ICC company increase or reduce its share capital?

Companies change their RAK ICC share capital whenever the amount of capital or the number of shares needs to move — to raise funds, admit or remove a shareholder, or tidy up the capital structure. Increases and reductions solve different problems.

Because these changes interact with ownership, financing and tax, it is worth planning them alongside your wider corporate setup — see our overview of setting up and structuring a company in the UAE before you file the amendment.

What amendment types can you choose for a RAK ICC share capital change?

The RAK ICC portal’s “Changes to Share Capital” menu offers several amendment types — this guide focuses on the two that change only the number of shares. Your registered agent picks the type that matches exactly what is moving, as shown below.

The dropdown appears twice in the walkthrough — once to increase and once to reduce the number of shares — but the workflow after that is the same. Choosing the wrong line here is the single easiest mistake to make, so confirm whether the par value, the share count, or both are moving before you start.

“No. of Shares only” vs “Par Value only”: what’s the difference?

Share capital equals par value multiplied by the number of shares, so you can change the total by moving either figure — and the portal keeps them as separate amendment types. Understanding the arithmetic makes the choice obvious.

There is also a combined option — Par Value with No. of Shares — when both figures change together. For most day-to-day increases (issuing shares to a new investor) or reductions (cancelling a departing shareholder’s shares), No. of Shares only is the route you want, because the par value stays constant and only the count changes. RAK ICC share capital is commonly denominated in USD, though other currencies are possible.

How do you change RAK ICC share capital, step by step?

A share capital change is filed by your registered agent through the RAK ICC portal, under Company Amendments → Changes to Share Capital. The workflow moves through Company Details, Shareholders, Share Allocation, Upload Documents and Confirmation. Here is the sequence your agent follows.

1. Open the amendment — the registered agent goes to Company Services → Company Amendments → Changes to Share Capital and searches for the company that needs the change.
2. Select the amendment type — choose “Increase in Capital – No. of Shares only” to add shares, or “Reduction of Capital – No. of Shares only” to cancel shares. Enter the details of the amendment, the meeting date, Normal or Urgent processing, and the signature verification status (for example “Witnessed by Agent”).
3. Enter the new number of shares — in the Share Details section, enter the new Number of Shares (the new total for the company) and any Unissued Shares, then add the correspondence email and mobile.
4. Review shareholders — check the existing shareholders and, if the new shares go to a new holder, use Add Individual / Corporate / Joint Shareholder to add them (name, nationality, passport, and so on).
5. Reallocate the shares — on Share Allocation, click Manage for each shareholder, then Edit, enter their new number of shares and Save. The total allocated across everyone must equal the new number of shares defined.
6. Upload documents — attach the documents the portal lists (typically the approving resolution and supporting records) and confirm the uploads.
7. Confirm and submit — review the Confirmation page, checking the new Number of Shares and per-shareholder allocations are shown correctly, review the Price Items, then submit the application for RAK ICC processing.

What documents does a RAK ICC share capital change need?

A share capital change is supported by a resolution approving it, amended constitutional documents where the capital clause moves, and an updated share register — with the portal listing the exact uploads for your filing. Because the change affects the company’s capital and its shareholders, the paperwork has to evidence that it was properly authorised.

The exact document set is determined by RAK ICC and confirmed by your registered agent on the portal’s Upload Documents step. Note that a standard portal example can display transfer-style documents (an instrument of transfer and a directors’ resolution), so the labels you see may differ from a pure capital change — your agent maps the correct uploads to the amendment. Adding a new shareholder can also trigger ultimate beneficial owner (UBO) checks, which overlap with your wider UBO and AML compliance obligations in the UAE. [VERIFY] the precise upload list, and for a reduction any solvency, creditor-protection or approval requirements, against the current RAK ICC guidance for your specific amendment.

How much does a RAK ICC share capital change cost and how long does it take?

You pay the RAK ICC amendment fee from the current schedule of fees, plus your registered agent’s professional fee — and if you need it fast, urgent (expedited) processing adds AED 1,000. The confirmation page’s Price Items section sets out the charge and any VAT before you submit.

Worked cost example. If your capital change is not time-critical, choose Normal and you avoid the AED 1,000 urgent surcharge entirely — you pay only the RAK ICC amendment fee plus your agent’s professional fee and applicable VAT. If a bank facility, investor or licensing deadline means you need it expedited, budget the standard fee plus AED 1,000 for urgent processing. Because the registry’s base fees can change, we confirm the live figure with RAK ICC before quoting.

How does share allocation and reconciliation work?

After you set the new number of shares, every share must be allocated to a shareholder — and the totals must reconcile exactly, or the portal will not submit. This is the step that most often trips people up: the system compares the total you allocate across shareholders with the new Number of Shares defined at the Company Details stage, and blocks you if they differ.

Take a company with 100 shares held 60/40 that wants to increase to 200 shares by having both existing shareholders subscribe pro-rata:

The same rule applies whichever way you go. If instead a new investor took the extra 100 shares, the allocation would be A 60, B 40 and the investor 100 — still totalling 200. For a reduction, the logic reverses: if the company cut from 500 shares to 300 by cancelling a departing holder’s 200 shares, the remaining allocations would have to add up to exactly 300. Getting the allocation, the register and the Articles to agree is essential; our accounting and corporate records support keeps them aligned after filing.

Do RAK ICC share capital changes affect UAE Corporate Tax?

Being a RAK ICC (“offshore”) company does not place it outside UAE Corporate Tax, and changing the number of shares is a structural change rather than a taxable event in itself. A company incorporated in the UAE is generally a Resident Person under Federal Decree-Law No. 47 of 2022 and is within the scope of UAE Corporate Tax at 9% on taxable income above AED 375,000 (0% below that). Increasing or reducing share capital does not change the company’s tax status.

Two practical points follow. First, if the company meets the registration thresholds it must register for Corporate Tax and file, regardless of its capital structure. Second, capital structure is not tax-neutral in every respect — how a business is funded (equity versus debt) can affect matters such as interest deductibility, and whether any 0% Free Zone treatment could apply depends on the strict conditions for a Qualifying Free Zone Person (adequate substance, qualifying income, audited financials and de minimis limits). A RAK ICC entity’s status differs from that of a designated free zone company, so this needs case-specific advice. [VERIFY] the precise Corporate Tax and any Free Zone Person position of a RAK ICC entity with the FTA or your adviser, and do not assume “offshore” means tax-free. For the wider framework, see our UAE Corporate Tax guide, and note that companies confirming UAE tax residency may also need a tax residency certificate.

Common mistakes to avoid when changing RAK ICC share capital

Most RAK ICC capital-change problems come from choosing the wrong amendment type or mismatched share numbers — both are avoidable. Watch for these:

Key terms: RAK ICC share capital glossary

A quick reference for the terms used above.