Key Takeaways
4 insights · 12 min readRAK ICC incorporation documents always start with a signed Memorandum & Articles and a Registered Agent appointment letter — then extra papers depending on who owns the shares.
Individuals give a certified passport and proof of address; companies add a good-standing certificate and a notarised resolution; trusts and foundations add deeds, charters and beneficial-owner details.
Notarise the MoA/AoA only if it is signed outside the UAE; if signed inside, the agent gives an undertaking letter. Foreign-language papers need certified English/Arabic translations.
“Current” documents must be dated within 3 months, and every copy is certified and stamped by the Registered Agent. No UAE embassy attestation is needed.
The core RAK ICC incorporation documents are a signed Memorandum & Articles of Association and a Registered Agent appointment letter. Each individual then provides a certified passport and proof of address; corporate shareholders add their constitutional documents, a Certificate of Good Standing and a notarised resolution; and trusts and foundations add their deeds, charters and beneficial-owner details. Papers must be certified by the agent, current documents dated within 3 months, and any foreign-language document translated into certified English or Arabic.
In this guide
Documents every company needs Individual shareholders & UBOs Corporate shareholders Trusts as shareholders Foundations as shareholders Directors & secretaries Guarantee companies & SPCs Certification & translation Step-by-step Corporate TaxRAK ICC incorporation documents are the certified papers a Registered Agent files with the RAK International Corporate Centre (RAK ICC) to form your offshore company — and the exact set depends entirely on who the shareholders, directors and beneficial owners are. This checklist walks through every requirement by party type (individuals, companies, trusts and foundations), the special rules for guarantee companies and Segregated Portfolio Companies, and the certification, notarisation and translation rules that trip people up most often. If you would rather hand the whole thing over, our company incorporation service in the UAE prepares and files RAK ICC applications end to end.
What RAK ICC incorporation documents does every company need?
Whatever the ownership structure, two documents are always required: a Memorandum & Articles of Association signed by all shareholders, and a Registered Agent appointment letter authorising your agent to act for the new company. Everything else in this guide is added on top of these two, according to who owns and runs the company.
| Document | Applies to | Template |
|---|---|---|
| Memorandum & Articles of Association (signed by all shareholders) | Every company | — |
| Registered Agent appointment letter | Every company | Annexure 1 |
RAK ICC also uses a small set of standard annexure templates throughout the process. It helps to know which is which before you start collecting signatures:
| Annexure | What it is | When it is used |
|---|---|---|
| Annexure 1 | Registered Agent appointment letter | Every incorporation |
| Annexure 2 | Corporate resolution approving the incorporation | Corporate shareholder |
| Annexure 3 | Consent letter | Individual director / secretary |
| Annexure 4 | Resolution accepting the appointment | Corporate director / secretary |
| Annexure 5 | Witnessing-signature / undertaking letter | MoA/AoA signed within the UAE |
Documents for individual shareholders and beneficial owners
Every individual who is a shareholder — and every ultimate beneficial owner behind a corporate shareholder — provides the same two certified documents. They are simple, but both must be certified by the Registered Agent or a notary.
| Document | What is accepted |
|---|---|
| Certified copy of in-force passport | A valid, current passport for each individual. |
| Certified proof of current permanent address | A utility bill, local authority tax bill, tenancy agreement, residency certificate or bank statement showing the person's current permanent-residence address. |
Documents for corporate shareholders
When a company holds the shares, RAK ICC needs to see through to the people behind it, so the document set is longer. A corporate shareholder provides all of the following, with the beneficial owners also documented as individuals (see above).
| Document | Notes |
|---|---|
| Certificate of Incorporation / Registration + any trade licence | Certified copy. |
| Memorandum & Articles of Association | Certified copy of the corporate shareholder's own constitution. |
| Certificate of Incumbency or register extracts | Must be current (dated within 3 months). |
| Certificate of Good Standing | Must be current (dated within 3 months). |
| Passport of the authorised signatory | Certified copy. |
| Names of shareholders and ultimate beneficial owners | As defined in Regulation 26 of the RAK ICC Registered Agent Regulations 2018. |
| Corporate resolution approving the incorporation | Certified; template at Annexure 2. Notarised where signed outside the UAE. |
Documents when a trust owns the shares
Where a trust is the shareholder, RAK ICC looks at the trust itself and the people connected to it. A trust shareholder provides:
- The trust deed.
- A current certified register extract for the trust.
- Details of all additions to the trust, if any.
- Certified copies of the passports of the settlor, protector and beneficiaries.
- A corporate trustee is documented exactly like a corporate shareholder; an individual trustee is documented like an individual shareholder.
Documents when a foundation owns the shares
A foundation shareholder is treated similarly to a company, with its own charter and governing documents. A foundation provides:
- A certified Certificate of Incorporation / Registration and any trade licence or equivalent.
- The foundation regulations and charter.
- Foundation minutes approving the incorporation of the RAK ICC company.
- A current Certificate of Good Standing.
- For council members and protectors who are natural persons — the individual-shareholder documents above.
What must directors and secretaries provide?
Directors and secretaries provide the same identity documents as the equivalent shareholder type, plus one acceptance document confirming they take up the role.
| Role | What they provide |
|---|---|
| Individual director / secretary | Everything an individual shareholder provides, plus a signed consent letter (Annexure 3). |
| Corporate director / secretary | Everything a corporate shareholder provides (items 1–6 above), plus a resolution accepting the appointment as director/secretary (Annexure 4). |
Special cases: guarantee companies and SPCs
Two structures carry extra requirements on top of the standard set:
- Companies limited by guarantee — the guarantee members and their ultimate beneficial owners are documented in exactly the same way as shareholders.
- Segregated Portfolio Companies (SPCs) — in addition to the usual documents, an SPC files an application form, a business plan for the SPC, and evidence of the relevant knowledge and expertise, as contemplated by Regulation 142 of the Business Companies Regulations.
Certification, notarisation and translation of RAK ICC incorporation documents
Getting the documents right is only half the job — they also have to be certified and, in some cases, notarised or translated. These are the rules that most often cause delays, so it is worth reading them before you sign anything. The single biggest variable is where the Memorandum & Articles are signed.
MoA/AoA signed within the UAE
- No notarisation of the signatures is required.
- Instead, the Registered Agent provides an undertaking letter (Annexure 5).
- Fastest route where the signatories are in the UAE.
MoA/AoA signed outside the UAE
- If signed partly or wholly outside the UAE, the signatures must be notarised.
- Plan extra time for notarisation before the documents reach your agent.
- UAE embassy attestation is still not required.
| Rule | Requirement |
|---|---|
| MoA/AoA 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” | Must be dated within 3 months of the date of the application. |
| All documents | Duly signed and stamped by the Registered Agent; copies certified by the agent or a notary. |
⚠ Two rules to plan around. First, the Registrar reserves the right to call for additional documents, so treat this checklist as the baseline rather than the ceiling. Second, your Registered Agent must comply with Regulation 26 of the RAK ICC Registered Agent Regulations 2018 and applicable UAE anti-money-laundering and counter-terrorist-financing law — which is why full, verifiable beneficial-owner information is non-negotiable.
Tip: If anyone is signing under a Power of Attorney, get the POA and the attorney's passport ready at the start. A missing or expired POA is one of the most common reasons a RAK ICC file is sent back.
How to prepare your RAK ICC incorporation documents (step by step)
Here is the order a Registered Agent typically works through, from mapping the parties to a filed application and Corporate Tax registration:
- Identify every party and its type — List each shareholder, ultimate beneficial owner, director and secretary, and note whether each is an individual, a company, a trust or a foundation — the document set is driven entirely by these types.
- Gather certified passports and proof of address — For every individual, obtain a certified copy of an in-force passport and a certified proof of current permanent address (utility or tax bill, tenancy agreement, residency certificate or bank statement).
- Collect constitutional documents and good-standing certificates — For corporate, trust and foundation parties, gather incorporation/registration certificates, MoA/AoA or charters, incumbency or register extracts and a Certificate of Good Standing — documents that must be current should be dated within 3 months.
- Sign the MoA/AoA and handle notarisation — All shareholders sign the Memorandum & Articles. If signing happens partly or wholly outside the UAE the signatures must be notarised; if wholly within the UAE, the Registered Agent provides an undertaking letter. Signing under a Power of Attorney requires the attorney's passport and a valid POA.
- Translate any foreign-language documents — Documents not in English must be accompanied by duly certified English or Arabic translations before the application is submitted.
- Have the agent certify, stamp and file — then register for tax — The Registered Agent certifies and stamps every document and files with the Registrar. Once incorporated, register the company for UAE Corporate Tax within the FTA deadline [VERIFY] and set up IFRS-compliant books.
What does it cost? Government incorporation 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 Memorandum & Articles, RAK ICC provides one for an additional AED 600; and once incorporated, Fastlane handles the company's UAE Corporate Tax registration from AED 199.
Do RAK ICC companies still pay UAE Corporate Tax?
Once your documents are filed and the company is incorporated, it is a UAE-incorporated juridical person, and the Federal Tax Authority treats such companies as Resident Taxable Persons. That means the new company 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. A RAK ICC company is not outside UAE Corporate Tax simply because it is offshore. Build Corporate Tax registration into your incorporation plan, and get advice on your Corporate Tax position rather than assuming a nil obligation.
If your new company will need 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 incorporation itself, 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 incorporate 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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