A Guide to RAK ICC Company Re-Registration in 2026

What is RAK ICC company re-registration?

RAK ICC company re-registration is the process of bringing an existing offshore company under the Ras Al Khaimah International Corporate Centre Business Companies Regulations and adopting the current standard-form memorandum and articles of association. Crucially, the company does not cease to exist and is not created afresh — it continues as the same legal entity, keeping its contracts, assets and history, but now governed by the RAK ICC framework.

RAK ICC is the corporate registry for offshore International Business Companies in Ras Al Khaimah. It was formed by consolidating the emirate's earlier offshore registries into a single centre, and existing companies were brought under its Business Companies Regulations through re-registration. In practice, re-registration is how a company adopts the RAK ICC constitutional documents in place of its older ones and comes fully within the current rulebook.

It helps to separate three things that are often confused. Incorporation creates a brand-new company. Liquidation closes a company down — see our guide to RAK ICC company liquidation if that is your goal. Re-registration is neither: it keeps an existing company alive while updating the regime and documents that govern it. If you are setting up something new instead, that is a UAE company incorporation, not a re-registration.

Because the requirements and the applicable version of the Regulations have evolved over time, the practical detail should always be confirmed with RAK ICC and your registered agent before you file. What does not change is the mechanism this guide focuses on: a shareholder resolution that authorises the agent to apply and adopts the new constitutional documents.

Why would a company re-register under the RAK ICC Regulations?

Companies re-register to bring a legacy offshore company under the current RAK ICC framework, to adopt the modern standard-form memorandum and articles, and — in continuation scenarios — to move a company's governing regime while preserving the entity. The common thread is continuity: owners want the same company, with the same track record and banking relationships, operating under an up-to-date rulebook.

Typical drivers include aligning an older offshore structure with the RAK ICC Regulations, refreshing outdated constitutional documents, or tidying up a group so every entity sits under the same modern regime. In some cases re-registration is also the route used when a company's domicile or governing regulations are being changed while keeping the corporate personality intact — a continuation rather than a fresh start.

Whatever the driver, re-registration is a corporate-governance exercise, so it needs a properly authorised shareholder resolution and a registered agent to execute it. Because the original migration of legacy companies followed the establishment of RAK ICC, the exact requirements, timing and fees that apply to your company today should be confirmed with RAK ICC before you begin — do not assume an old deadline or fee still applies.

What does the shareholder resolution authorise?

The shareholder resolution authorises the registered agent to apply for re-registration, adopts the new constitutional documents once the certificate is issued, and records any address changes for the company's corporate officers. Each resolved item does a specific job, and all of them need to appear on the face of the resolution. The table sets out the standard clauses.

Two features are worth noting. First, clause 2 is conditional — the new memorandum and amended articles take effect only “subject to” the Registrar issuing a certificate of re-registration, so the old documents remain in force until that moment. Second, the address clauses let a company update its corporate officers' details in the same resolution, which is efficient but means those details must be correct before signing. Leaving a clause blank or inconsistent is a frequent cause of rejection.

What is the registered agent's role in re-registration?

Every RAK ICC company must act through a licensed registered agent, and it is the agent — not the owner — who signs and submits the re-registration application to the Registrar. The shareholder resolution exists partly to give the agent that authority in writing, which is why clause 1 expressly empowers the named agent to apply under Schedule 6.

Owners cannot file directly with RAK ICC; the registry works through registered agents. Beyond lodging the application, the agent typically assembles the supporting pack — the resolution, the new memorandum in the correct form, the amended articles and any address updates — checks it for completeness, and manages the process through to the certificate of re-registration. The agent also witnesses the shareholder's signature on the resolution.

If your current agent does not handle re-registration, or you would prefer one team to manage the whole exercise, Fastlane can act as or coordinate with the registered agent and prepare the full document set. Our corporate team supports RAK ICC and wider UAE company formation and restructuring mandates, and our accounting and compliance team keeps the company's records aligned after the change.

What are the new memorandum and articles of association?

On re-registration the company adopts a new memorandum of association in the RAK ICC standard form (Schedule 1) in place of its existing one, and amends its articles of association to comply with the RAK ICC Business Companies Regulations. These are the company's constitutional documents, and updating them is the substantive point of the exercise — it is what actually brings the company under the current regime.

The new memorandum sets out the fundamentals of the company under the RAK ICC framework, while the amended articles govern its internal management. Because the resolution adopts the new memorandum “in substitution for, and to the exclusion of” the old one, precision matters: the document must be in the correct current form, and the articles must be amended consistently. The table below shows what changes and what carries over.

The continuity point is the one owners most value: because the company survives, existing banking relationships, commercial contracts and intellectual-property registrations generally carry on in the same name, rather than having to be novated to a new entity as they would on incorporation.

How do you update the corporate officers' addresses?

The same resolution can change the registered addresses of the corporate shareholder, corporate director and corporate secretary from their current to their new addresses. RAK ICC companies frequently have corporate officers — that is, other companies acting as shareholder, director or secretary — and keeping their address details current is part of good standing.

Folding these updates into the re-registration resolution is efficient, but it makes accuracy essential: each clause names the officer and states the old and new address, so the details must be verified before signing. If an address is wrong, out of date, or inconsistent with the company's other records, it can hold up the filing or leave the register incorrect afterwards. Where officers are themselves companies, make sure you are using their correct current registered addresses, not trading or correspondence addresses that may differ.

How is the resolution signed by a corporate shareholder?

Where the shareholder is a company, the resolution is signed by an authorised signatory acting on behalf of the corporate shareholder, and the signature is made in the presence of the registered agent, who witnesses it. A company cannot physically sign, so it acts through a person empowered to sign on its behalf — and the document records that chain of authority expressly.

This is why the signature block names both the corporate member and the individual authorised signatory: it evidences that the person signing genuinely has authority to bind the corporate shareholder. Getting this right is important, because a resolution signed by someone without proper authority is defective. In practice the authorised signatory's authority should be capable of being evidenced — for example by the corporate shareholder's own board resolution or power of attorney — and the registered agent then signs as witness to complete the execution.

If your ownership runs through one or more corporate layers, it is worth mapping the signing authority before the resolution is circulated. Fastlane regularly prepares execution blocks and supporting authority documents for corporate-owned RAK ICC companies so the resolution is validly signed the first time.

What is the certificate of re-registration?

The certificate of re-registration is the document the Registrar issues to confirm the company has been re-registered under the RAK ICC Business Companies Regulations — and it is the trigger that brings the new memorandum and amended articles into effect. Until it is issued, the resolution's changes to the constitutional documents are held in suspense.

Because the entity continues, the certificate marks a change of regime rather than the birth of a new company. From that point the company operates under the RAK ICC framework with its new constitutional documents, while retaining its corporate history. Keep the certificate with the company's statutory records — banks, counterparties and auditors may ask to see it as evidence that the company is properly re-registered and in good standing.

What about tax and compliance after re-registration?

Re-registration is not, by itself, a taxable event: because the company continues as the same legal entity, its existing UAE Corporate Tax and VAT registrations continue with it — you are not deregistering or re-registering with the FTA. That continuity is one of the advantages of re-registration over closing and re-forming.

What does not change is the company's underlying tax position. A RAK ICC company that is within the scope of UAE Corporate Tax must be registered and file, whether or not it re-registers; re-registration does not create or remove that obligation. If the company is a Qualifying Free Zone Person seeking the 0% rate on qualifying income, it must still meet the substance, qualifying-income and audited-financials conditions — re-registration has no bearing on that test. Keep accounting records for the seven years the Corporate Tax Law requires.

A practical housekeeping point: after the certificate is issued, update the company's records with its bank, the FTA profile and any counterparties to reflect the re-registered constitutional documents and any new addresses. Our accounting, bookkeeping and tax team can align these, and DNFBPs should confirm their AML and goAML registrations remain accurate. Because tax and regulatory detail turns on the company's specific facts, confirm your position with a qualified adviser rather than assuming re-registration is tax-neutral in every respect.

Common mistakes to avoid in RAK ICC re-registration

The most common mistakes are confusing re-registration with incorporation or liquidation, omitting the agent's authority, using old-form or missing constitutional documents, and signing without proper corporate authority. Any one of them can get the application rejected or leave the register inaccurate.