Key Takeaways
4 insights · 12 min readRAK ICC company amendments are post-incorporation changes — name, shares, directors, registered agent, mergers — made by resolution and filed through your Registered Agent.
Most actions need a Registered Agent certificate confirming the Regulations and Memorandum & Articles have been complied with; share changes also need an AML/UBO confirmation.
Whether shareholders or directors approve a change — and the required majority — is set by Regulation 12 and the Memorandum & Articles.
Any share certificates are returned to the company or agent, not the Registrar. Notarise the amended M&A only if signed outside the UAE.
RAK ICC company amendments are the corporate changes you make to a live RAK ICC company under the Business Companies Regulations 2018 — amending the Memorandum & Articles, changing the name, issuing, transferring, redeeming or forfeiting shares, registering charges, updating directors, changing the registered office or agent, and merging with other companies. Nearly every change is made by a resolution of the shareholders (or directors, where the Memorandum & Articles allow), filed through your Registered Agent with a certificate confirming the Regulations have been complied with. New shareholders trigger AML/UBO and KYC requirements.
In this guide
What amendments are Name & Memorandum changes Issuing & transferring shares Redemption, forfeiture & capital Charges & voting trusts Directors, office & agent Mergers & consolidations KYC requirements Certification & notarisation Step-by-step Registers & Corporate TaxRAK ICC company amendments are the changes you make to a RAK ICC company after it has been incorporated — anything from a new name or a share transfer to a change of director or a merger — all governed by the RAK ICC Business Companies Regulations 2018 (the “BCR”) and filed through your Registered Agent. This guide groups the main corporate actions, sets out the resolution and documents each one needs, and highlights the two threads that run through almost all of them: a Registered Agent compliance certificate, and full KYC whenever a new shareholder appears. If you would rather hand a change over, our company services team files RAK ICC amendments end to end.
What are RAK ICC company amendments, and how are they filed?
An amendment is any change to a RAK ICC company's constitution, share structure, officers or administration once it is up and running. The mechanics are consistent: the change is authorised by a resolution — of the shareholders, or of the directors where the Memorandum & Articles permit — and then filed with the RAK ICC Registrar through your Registered Agent. For most actions the agent also issues a certificate confirming that the relevant provisions of the BCR and the Memorandum & Articles have been complied with. Because you cannot deal with the Registrar directly, the Registered Agent is central to every amendment.
Tip: Nearly every action below requires a Certificate of the Registered Agent confirming BCR (and, where relevant, Memorandum & Articles) compliance — and share issues and transfers additionally require confirmation that AML and UBO information on any new shareholder has been obtained. Treat that certificate as a standard part of every change, not an extra.
Changing the name and amending the Memorandum & Articles
Amendments to the Memorandum & Articles are governed by Regulation 12 and following. The required majority of shareholders — and how far the directors can amend by their own resolution — are set out in Regulation 12 and in the company's own Memorandum & Articles, so the first question is always who is entitled to make the change.
| Action | Key documents | Regulation |
|---|---|---|
| Amend the Memorandum & Articles | Shareholders' resolution (or directors', if permitted); Registered Agent compliance certificate | Regulation 12 |
| Change of company name / foreign-character name | Resolution; application notice in the approved form; addendum to the Memorandum & Articles | Regulations 21 & 32 |
| Amend a restriction on the number of shares that may be issued | Notice in the approved form | Regulation 52 |
| Addendum to the Memorandum & Articles | Not required under Regulation 15 — submit only if applicable to your M&A | Regulation 15 |
Issuing and transferring shares
Share changes are the most common amendments, and they carry the strictest AML requirements because they change who owns the company. Both an issue and a transfer need a Registered Agent certificate confirming that AML and UBO information on any new shareholder has been obtained.
| Action | Key documents | Regulation |
|---|---|---|
| Issue of shares | Directors' resolution reciting the consideration; new shareholder's consent to become a shareholder; Registered Agent AML/UBO & compliance certificate; Part B KYC | Regulations 58 & 59 |
| Transfer of shares | Instrument of transfer signed by transferor & transferee; directors' resolution approving; Registered Agent AML/UBO & transfer-compliance certificate; Part B KYC | Regulation 67 |
⚠ Two rules to watch on shares. First, if the shares to be issued exceed the number permitted by the Memorandum & Articles, the Memorandum & Articles must be amended first. Second, any share certificates issued by the company should be returned to the company or its Registered Agent — not the Registrar.
Redemption, repurchase, forfeiture and reshaping capital
Beyond issues and transfers, RAK ICC companies can buy back, cancel, forfeit and restructure their shares. Each has its own resolution and, again, a Registered Agent compliance certificate.
| Action | Key documents | Regulation |
|---|---|---|
| Redemption or repurchase of shares | Directors' resolution reciting consideration and whether shares are cancelled or held in treasury; shareholder's consent (unless the M&A dispenses with it); notice in the approved form; Registered Agent certificate | Regulation 71 |
| Dividing or combining share capital | Shareholders' resolution (or directors', if permitted); addendum to M&A if applicable; Registered Agent certificate | Regulation 53 |
| Forfeiture of shares | Directors' certificate that a call notice was issued, not complied with, and shares forfeited; Registered Agent certificate | Regulation 64 |
Charges over shares and voting trusts
Where shares are used as security, or voting rights are separated from ownership, RAK ICC records the arrangement.
| Action | Key documents | Regulation |
|---|---|---|
| Mortgage or charge of shares | Statement from directors or agent of the shares charged, the mortgagee/chargee's name and address, and the date of entry in the register of members; Registered Agent certificate; KYC for the mortgagee/chargee and their UBO | Regulation 78 |
| Voting trusts | The information required for a transfer of shares, plus a statement that the shares are transferred pursuant to a voting trust or other agreement | Regulation 86 |
Changing directors, the registered office or the registered agent
Administrative changes — who runs the company and where it is based — follow their own notices and resolutions.
| Action | Key documents | Regulation |
|---|---|---|
| Changes to the register of directors | Director/shareholder resolution; consent of any new director; KYC for the new director | Regulations 123, 118 & 117 |
| Change of registered office or registered agent | Notice in the approved form; if changing agent, a non-objection certificate from the resigning agent; resolution of shareholders (or directors, if permitted) | Regulations 92 & 96 |
One nuance catches people out: a change in the name or address of the registered agent itself must be notified by the registered agent — not by the company, and not by the agent on the company's behalf (Regulations 92 and 96).
Mergers and consolidations
Two or more RAK ICC companies can merge or consolidate, and a RAK ICC company can also combine with a company from another jurisdiction provided the survivor is a RAK ICC company.
| Scenario | Key documents | Regulation |
|---|---|---|
| Merger / consolidation of RAK ICC companies | Articles of merger or consolidation with the Regulation 176(1) information; a resolution to amend the survivor's M&A (merger) or M&A for the consolidated company (consolidation); Registered Agent certificates of the constituent companies | Regulations 174 & 176 |
| Merger / consolidation with a non-RAK ICC company (survivor is RAK ICC) | The information for a RAK ICC merger; a Registered Agent certificate that AML/UBO information on all shareholders is obtained; evidence the other jurisdiction permits the merger (usually written confirmation from that registrar) | Regulation 179 |
KYC requirements for RAK ICC company amendments
Wherever an amendment brings in a new shareholder, director, beneficial owner, mortgagee or chargee, Part B KYC applies. It follows the same structure as a new incorporation — the deeper the structure, the more the Registrar needs to see the people behind it.
| Party type | Core KYC documents |
|---|---|
| Individual / ultimate beneficial owner | Certified in-force passport; certified proof of current permanent address. |
| Corporate shareholder | Certificate of incorporation + trade licence; Memorandum & Articles; incumbency or register extracts; certificate of good standing; authorised signatory's passport; shareholder/UBO names (Regulation 26); corporate resolution. |
| Trust | Trust deed; current register extract; details of additions; certified passports or death certificates of settlor, protector & beneficiaries; trustees documented as corporate/individual shareholders. |
| Foundation | Certificate of incorporation + trade licence; regulations & charter; minutes; certificate of good standing; individual documents for council members & protectors. |
| Directors / secretaries | The relevant individual or corporate documents, plus a consent letter (individuals) or an acceptance resolution (corporates). |
Certifying and notarising your RAK ICC company amendments
As with any RAK ICC filing, the documents are certified and, in some cases, notarised or translated. The main variable is where the amended Memorandum & Articles are signed.
Amended M&A signed within the UAE
- No notarisation of the signatures is required.
- The Registered Agent provides an undertaking letter (Annexure 4).
- Fastest route where signatories are in the UAE.
Amended M&A signed outside the UAE
- If signed partly or wholly outside the UAE, the signatures must be notarised.
- Allow time for notarisation before documents reach your agent.
- UAE embassy attestation is still not required.
| Rule | Requirement |
|---|---|
| Signed under a Power of Attorney | Provide the attorney's passport copy and a valid copy of the POA. |
| Foreign-language documents | Must be accompanied by duly certified English or Arabic translations. |
| Documents that must be “current” | Dated within 3 months of the application. |
| All documents | Duly signed and stamped by the Registered Agent; copies certified by the agent or a notary. |
How to file a RAK ICC company amendment (step by step)
Whatever the specific change, a RAK ICC amendment follows the same broad path from identifying the action to updating your records:
- Identify the corporate action and its regulation — Pin down exactly what you are changing — name, shares, directors, registered agent, a merger — because each action has its own governing regulation and its own required documents under the Business Companies Regulations 2018.
- Check who must approve it, and whether the M&A comes first — Confirm whether shareholders or directors must resolve (the majority and directors' powers are set by Regulation 12 and the Memorandum & Articles), and whether the Memorandum & Articles must be amended first — for example where a share issue would exceed the permitted number.
- Prepare the resolutions and approved-form notices — Draft the shareholder or director resolution and any approved-form notice (for example for a name change, a share-issue restriction, a redemption, or a change of registered office or agent).
- Gather Part B KYC for anyone new — Collect certified passports, proof of address and constitutional documents for any new shareholder, director, ultimate beneficial owner, mortgagee or chargee — documents that must be current should be dated within 3 months.
- Obtain the Registered Agent's certificate — Have the Registered Agent issue the certificate that the Regulations and Memorandum & Articles have been complied with, and — for share issues and transfers — that AML and UBO information on any new shareholder has been obtained.
- File through the agent and update your records — The agent files the amendment, notarising the amended Memorandum & Articles if signed outside the UAE. Return any share certificates to the company (not the Registrar), update the registers of members and directors, and refresh your accounting and Corporate Tax records [VERIFY].
Registers, share certificates and Corporate Tax after a change
Filing the amendment is not quite the end. Keep the company's register of members and register of directors up to date, and remember that any share certificates are returned to the company or its agent, not the Registrar. The Registrar can also call for additional documents, and your Registered Agent must meet its obligations under Regulation 26 of the RAK ICC Registered Agent Regulations 2018 and UAE anti-money-laundering law.
⚠ Some amendments have tax consequences. A share transfer, a new shareholder or a merger can affect the company's UAE Corporate Tax position and ownership records. Keep your accounting current and check whether a change alters your Corporate Tax profile rather than assuming it is purely administrative [VERIFY].
Because share changes trigger AML and UBO obligations, make sure your AML compliance records are refreshed at the same time. Our team can run the resolution, KYC, tax and accounting steps together so an amendment is filed cleanly and your records stay consistent.
Fastlane Tax Team
A RAK ICC Registered Agent and FTA-registered tax agent. We incorporate, amend and administer offshore and free-zone companies, and handle the Corporate Tax, VAT and AML steps that corporate changes require. Every guide is checked against current RAK ICC and FTA requirements before publishing.
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