Key Takeaways
4 insights · 12 min readRAK ICC continuation documents go beyond ordinary KYC — you also file a certificate of good standing, a solvency statement and proof your home jurisdiction allows the move.
The continued Memorandum & Articles must comply with Regulation 187, and a certificate must confirm the company is not disqualified under Regulation 186(2).
The good-standing and incumbency certificates are needed in original; any “current” document must be dated within 3 months of the application.
Notarise the continued MoA only if it is signed outside the UAE. The continued company is still a UAE Corporate Tax person.
RAK ICC continuation documents fall into two parts. Part A is continuation-specific: a Registered Agent consent letter, a certified certificate of incorporation, an original certificate of good standing, a continued Memorandum & Articles compliant with Regulation 187, written confirmation that your home jurisdiction permits the move, directors' and shareholders' approval certificates, a solvency (non-disqualification) certificate under Regulation 186, and a certificate of incumbency. Part B is standard KYC for every shareholder, director and beneficial owner. All documents are certified by the Registered Agent, and current documents must be dated within 3 months.
In this guide
What a continuation is Part A: continuation documents Solvency & Regulation 186 Home-jurisdiction evidence & Reg 187 Part B: KYC by shareholder type Directors & secretaries Annexure templates Certification & translation Step-by-step Corporate TaxRAK ICC continuation documents are the papers a Registered Agent files to move (continue, or re-domicile) an existing foreign company into the RAK International Corporate Centre (RAK ICC) so it carries on as the same legal entity. Because continuation is not a fresh incorporation, the document set is different: on top of ordinary KYC, RAK ICC needs proof that your company can legally leave its current jurisdiction, that it is solvent, and that its continued Memorandum & Articles will comply with the Regulations. This checklist covers Part A (the continuation-specific documents) and Part B (KYC by shareholder type), plus the certification and notarisation rules. If you would rather hand the whole thing over, our company incorporation service in the UAE manages RAK ICC continuations end to end.
What is a RAK ICC continuation, and why do the documents differ?
A continuation — also called transfer of domicile or re-domiciliation — lets a company registered abroad move its registration to RAK ICC without being wound up. The same entity survives, keeping its assets, contracts and history. That is exactly why the paperwork is heavier than a normal incorporation: RAK ICC has to be satisfied that the company is entitled to leave its current home, that it is not being moved to escape its debts, and that its constitution will fit the RAK ICC framework once it arrives. Those three concerns drive the Part A documents below.
Part A: the RAK ICC continuation documents you must file
Part A is the set of documents unique to a continuation. Every item is filed through your Registered Agent, who certifies and stamps it before submission.
| # | Document | Notes |
|---|---|---|
| 1 | Registered Agent consent letter | Annexure 1 — the agent consents to act and certifies the application is true and complete. |
| 2 | Certified copy of the certificate of incorporation (or equivalent) | Evidence of the applicant's incorporation, registration or formation. |
| 3 | Certificate of good standing | In respect of the applicant — current-dated and required in original. |
| 4 | Continued Memorandum & Articles | As they take effect on continuation; must comply with Regulation 187(2), (3) and (4). |
| 5 | Evidence the home jurisdiction allows the continuation | Usually written confirmation from the foreign registrar that the company may continue into RAK ICC. |
| 6 | Certificate that the application & continued MoA are approved | By (a) a majority of directors/shareholders and (b) holders of any charges over the assets or shares — Annexures 2 & 3. |
| 7 | Certificate of non-disqualification under Regulation 186(2)(a)–(d) | Deals with the applicant's solvency — Annexure 4. |
| 8 | Certificate of incumbency / current register of members & directors | Original, current-dated; includes the information the Regulations require to be kept. |
Item 9 on the official checklist is simply the KYC set for the directors, shareholders and beneficial owners — that is Part B, covered below.
The solvency statement and non-disqualification certificate (Regulation 186)
The document that most often surprises applicants is the solvency statement (Annexure 4). RAK ICC will not accept a company that is being moved to dodge its creditors, so the shareholders must sign a declaration certifying that:
- the realisable value of the company's assets is not less than the sum of its liabilities, as shown in its books of account; and
- the company is, has been and — as far as is reasonably foreseeable — will be able to pay its debts as they fall due, for the 12 months prior to the application to continue.
This statement underpins the separate certificate confirming the company is not disqualified from continuing under Regulation 186(2)(a) to (d), which deal with solvency. In other words, both the solvency declaration and the non-disqualification certificate are there to prove the same thing: the company is financially sound at the point it moves.
⚠ Solvency is a gating requirement. If the company cannot honestly make the solvency declaration, it cannot continue into RAK ICC. Review your latest management accounts before you start — a company that is balance-sheet or cash-flow insolvent must resolve that position first, because the declaration is a signed certification, not a formality.
Proving your home jurisdiction allows the continuation (Regulation 187)
RAK ICC can only continue in a company that its current jurisdiction lets continue out. You must therefore give the Registrar evidence that the laws of the jurisdiction of incorporation permit the continuation into RAK ICC. In practice this is usually a written confirmation from the registrar in your current jurisdiction stating that the company may continue into RAK ICC.
Alongside that, the continued Memorandum & Articles — the version that takes effect once the company arrives — must be drafted to comply with Regulation 187(2), (3) and (4) of the RAK ICC Business Companies Regulations 2018. Your Registered Agent prepares the continued constitution so that it satisfies these requirements from day one, which avoids a rejection and a re-draft later.
Part B: KYC documents by shareholder type
Part B is the know-your-customer set, provided wherever Part A calls for it. It follows the same logic as a standard RAK ICC incorporation — the deeper you go into a structure, the more the Registrar needs to see the individuals behind it.
| Shareholder type | Core KYC documents |
|---|---|
| Individual / ultimate beneficial owner | Certified in-force passport; certified proof of current permanent address (utility or tax bill, tenancy agreement, residency certificate or bank statement). |
| Corporate shareholder | Certificate of incorporation + trade licence; Memorandum & Articles; certificate of incumbency or register extracts; certificate of good standing; authorised signatory's passport; names of shareholders & UBOs (Regulation 26); resolution approving the continuation. |
| Trust | Trust deed; current certified register extract; details of any additions to the trust; certified passports of settlor, protector & beneficiaries; corporate/individual trustees documented as corporate/individual shareholders. |
| Foundation | Certificate of incorporation + trade licence; foundation regulations & charter; minutes approving the continuation; certificate of good standing; individual documents for council members & protectors. |
Because this KYC set mirrors the one used for a new company, the same rules on certification and 3-month currency apply — see the certification section below.
Directors, secretaries and the approval certificates
Directors and secretaries provide the identity documents for their type (individual or corporate), plus a document accepting the role:
| Role | What they provide |
|---|---|
| Individual director / secretary | The individual-shareholder KYC above, plus a signed consent letter (Annexure 5). |
| Corporate director / secretary | The corporate-shareholder documents (items 1–6), plus a resolution accepting the appointment (Annexure 6). |
Separately, the decision to continue is evidenced by the shareholders' resolution (Annexure 2) and the directors' resolution (Annexure 3). These resolve to continue the company into RAK ICC, adopt the continued Memorandum & Articles, place the registered office at the agent's premises, and instruct the agent to notify the authorities in the original jurisdiction.
The annexure templates for a RAK ICC continuation
RAK ICC provides standard templates for the continuation. It is worth knowing which is which before you begin — note that a continuation uses a Registered Agent consent/confirmation letter (Annexure 1), which is different from the agent-appointment letter used for a brand-new incorporation.
| Annexure | What it is |
|---|---|
| Annexure 1 | Registered Agent consent / confirmation letter |
| Annexure 2 | Shareholders' resolution to continue |
| Annexure 3 | Directors' resolution to continue |
| Annexure 4 | Solvency statement (shareholder's declaration) |
| Annexure 5 | Individual director / secretary consent letter |
| Annexure 6 | Corporate director / secretary acceptance resolution |
| Annexure 7 | Registered Agent witnessing-signature letter |
| Annexure 8 | Registered Agent undertaking letter (used when documents are signed within the UAE) |
Certifying, notarising and translating your RAK ICC continuation documents
As with any RAK ICC filing, the documents must be certified and, in some cases, notarised or translated. The main variable is where the continued Memorandum & Articles are signed.
Continued MoA signed within the UAE
- No notarisation of the signatures is required.
- The Registered Agent provides an undertaking letter (Annexure 8).
- Fastest route where signatories are in the UAE.
Continued MoA signed outside the UAE
- If signed partly or wholly outside the UAE, the signatures must be notarised.
- Allow extra 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 (good standing and incumbency also required in original). |
| All documents | Duly signed and stamped by the Registered Agent; copies certified by the agent or a notary. |
Tip: Start the home-jurisdiction confirmation and the original certificate of good standing early. Because both come from your current registrar and must be current-dated, they are usually the critical-path items — the rest of the file can be prepared in parallel.
How to prepare your RAK ICC continuation documents (step by step)
Here is the order a Registered Agent typically works through, from appointment to a continued company registered for UAE Corporate Tax:
- Appoint a RAK ICC Registered Agent and get the consent letter — You cannot apply directly. A licensed Registered Agent such as Fastlane performs KYC and issues the consent/confirmation letter (Annexure 1) certifying that the application is true and that it will notify the Registrar of any changes.
- Secure written confirmation from your home jurisdiction — Obtain evidence — usually a written confirmation from the current registrar — that the laws of your jurisdiction allow the company to continue out into RAK ICC. This is often the longest lead-time item [VERIFY].
- Prepare the continued Memorandum & Articles — Draft the Memorandum & Articles as they will take effect on continuation, ensuring they comply with Regulation 187(2), (3) and (4) of the RAK ICC Business Companies Regulations 2018.
- Pass the approval and solvency resolutions — Have the shareholders and directors approve the continuation and the new Memorandum & Articles (Annexures 2 and 3), sign the solvency statement (Annexure 4), and produce the certificate that the company is not disqualified under Regulation 186(2).
- Assemble the good-standing, incumbency and KYC documents — Collect an original, current certificate of good standing, a certificate of incumbency or current register of members and directors, and Part B KYC for every shareholder, director and beneficial owner — documents that must be current should be dated within 3 months.
- File through the agent — then register for Corporate Tax — The Registered Agent certifies and stamps the documents (notarising the MoA/AoA if signed outside the UAE) and files the continuation application. Once the certificate of continuation is issued, register the company for UAE Corporate Tax within the FTA deadline [VERIFY].
What does it cost? Government continuation fees and the Registered Agent's professional fee depend on the structure and are confirmed case by case [VERIFY]. Two costs we can be specific about: if you want an Arabic version of the continued Memorandum & Articles, RAK ICC provides one for an additional AED 600; and once continued, Fastlane handles the company's UAE Corporate Tax registration from AED 199.
Does a continued company pay UAE Corporate Tax?
Once the certificate of continuation is issued, the company is a UAE-incorporated juridical person, and the Federal Tax Authority treats such companies as Resident Taxable Persons. It therefore generally has to register for UAE Corporate Tax and obtain a Corporate Tax registration, then file annual returns. Whether it actually pays tax depends on its income, structure and any reliefs it qualifies for — registration is required regardless.
⚠ “Offshore” does not mean tax-free. Continuing a company into RAK ICC brings it inside the UAE tax system. Build Corporate Tax registration into your plan, and get advice on your Corporate Tax position rather than assuming a nil obligation.
If your continued company needs to prove UAE tax residency for treaty benefits, you may also want a UAE Tax Residency Certificate, plus ongoing accounting and bookkeeping to keep it filing-ready. We can set all of this up alongside the continuation, and handle your AML compliance obligations where you fall in scope.
Fastlane Tax Team
A RAK ICC Registered Agent and FTA-registered tax agent. We continue, incorporate and administer offshore and free-zone companies, then keep them compliant with UAE Corporate Tax, VAT and accounting rules. Every guide is checked against current RAK ICC and FTA requirements before publishing.
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