Key Takeaways
5 insights · 12 min readLiquidation is a formal winding up that ends in the company being dissolved; strike off is an enforcement action where the members and directors remain liable.
A voluntary liquidator must be a legal entity authorised to provide audit services in the UAE and not disqualified under Regulation 205(6) — and the company's own registered agent can act as liquidator.
You can liquidate an inactive company without renewing it, but a delay penalty of AED 500 per year applies. Re-registration is not required — since 1 January 2018 all companies on the Registry are RAK ICC companies.
A liquidator's statement is required even if the company never traded or opened a bank account. No newspaper notice is needed — the Registrar publishes on the RAK ICC website.
A dissolved company can be restored by application to the Court within 10 years of dissolution (Regulation 247(1)).
RAK ICC liquidation is the formal, voluntary winding up of an IBC that ends with the company being certified as dissolved. It requires shareholder/director consent and a qualified liquidator (an entity authorised to provide UAE audit services). You can liquidate an inactive company without renewing it, though an AED 500 per year delay penalty applies.
In this guide
Liquidation vs strike off Who can be liquidator Liquidator's statement Liquidate without renewing? Unreachable / deceased director Newspaper publication The liquidation process Restoring a dissolved company Who pays the charges Corporate Tax on closure How Fastlane helpsWhat is RAK ICC liquidation, and how is it different from strike off?
Liquidation is the formal winding up of the company, after which it is considered dissolved. Strike off is different: it is an enforcement action taken against a company for not being in good standing, and crucially the members and directors continue to be liable. So liquidation is the clean, deliberate way to close a RAK ICC company; strike off is what happens to a company that has lapsed.
Voluntary liquidation
- ✓ A formal, deliberate winding up
- ✓ Company is certified as dissolved on completion
- ✓ Requires shareholder / director consent
- ✓ A clean exit — no lingering liability for members
Strike off
- ✗ An enforcement action for not being in good standing
- ✗ Members and directors remain liable
- ✗ Not a clean or controlled way to exit
- ✗ Can leave the company exposed to future issues
If your goal is to close the company properly and walk away without residual exposure, a structured liquidation with an approved audit report is almost always the right route — not letting the company drift into strike off.
Who can be appointed as a RAK ICC voluntary liquidator?
Legal entities can now be appointed as liquidator, provided they are authorised to provide audit services in the UAE and are not disqualified by Regulation 205(6) of the RAK ICC Business Companies Regulations 2018. In addition, the company's own registered agent can act as the liquidator, as long as the appointment is not contrary to Regulation 205(6).
This matters practically: because Fastlane is both a RAK ICC Registered Agent and an MoE-approved auditor, we can act as your registered agent and your liquidator, and prepare the liquidator's statement and audit — keeping the whole closure under one roof rather than coordinating multiple parties. See our UAE liquidation audit report service for how that works.
What goes in the liquidator's statement?
The exact content depends on each liquidator/auditor, but at a minimum the liquidator is expected to confirm the status of the assets and liabilities of the company. It is the document that evidences the company has been properly wound up before it is dissolved.
⚠️ A liquidator's statement is required even for a dormant company
Yes — a liquidator's statement is required even if the company never carried out any business or opened a bank account. A "shell" IBC still has to be formally wound up. Ask us to prepare yours →
Can I liquidate without renewing or re-registering the company?
Yes on both counts. Liquidation can be applied for inactive companies — you do not have to renew the company first. However, a penalty for the delay in liquidation applies, at AED 500 per year. And you do not need to re-register the company either, because effective 1 January 2018 all companies on the Registry are considered RAK ICC companies.
This is an important contrast with amendments: a share transfer or name change requires the company to be active and re-registered (see our RAK ICC amendments guide), whereas liquidation can proceed on an inactive company — you simply pay the delay penalty. Here is how the cost stacks up for a dormant company that has lapsed for a few years:
| Item | Amount | Notes |
|---|---|---|
| Liquidation delay penalty | AED 500 / year | Charged per year of delay on an unrenewed company |
| Example: 3 years lapsed | AED 1,500 | 3 × AED 500 delay penalty (illustrative) |
| Corporate Tax deregistration | from AED 399 | Fastlane fee to close the company's CT registration on exit |
Official RAK ICC penalties and liquidation fees are set by the Registrar and can change, so confirm the current figures before you file.
What if a director is unreachable or has died?
Voluntary liquidation can still go ahead. Where a director of the company is not reachable or has passed away, the liquidation procedures can be completed by appointing new director(s) for the company first. Once a director is in place to act, the liquidation application can proceed as normal.
Appointing a replacement director is itself an amendment, so the company will need to be in a position to file it — our team handles the director appointment and the liquidation together so there is no gap. If a shareholder has died, the succession and share-transfer steps we cover in the amendments guide apply before or alongside the winding up.
Does the registered agent need to make a newspaper publication?
No. The liquidator appointment, mentioning the company details, is published by the Registrar on the official RAK ICC website. So the registered agent does not need to make a newspaper publication — unless the liquidator specifically advises otherwise.
Separately, on completion, the voluntary liquidator requests the Registrar to publish a notice on the website — for at least 7 days under Regulation 219(3) — that the company has been struck off the Register of Companies and dissolved. This official publication is what makes the dissolution a matter of public record.
How does the RAK ICC voluntary liquidation process work?
At a high level, a RAK ICC voluntary liquidation follows a clear sequence from shareholder consent through to the company being certified as dissolved:
- Obtain shareholder / director consent — a company cannot be liquidated without it.
- Appoint a qualified liquidator — an entity authorised to provide UAE audit services and not disqualified under Regulation 205(6); your registered agent may act as liquidator.
- Prepare the liquidator's statement — confirming the status of the company's assets and liabilities (required even if it never traded).
- File the liquidation application — via the registered agent; the Registrar publishes the liquidator appointment on the RAK ICC website (no newspaper notice needed).
- Settle UAE tax obligations — deregister for Corporate Tax and file any final return before closure.
- Dissolution & publication — the Registrar publishes the strike-off/dissolution notice for at least 7 days (Regulation 219(3)) and the company is certified as dissolved (Regulation 219(1)(b)).
Want a clean exit without lingering liability?
As RAK ICC agent and approved auditor, we run the whole voluntary liquidation — statement, filing and dissolution.
Can a liquidated (dissolved) company be restored?
Yes, within a time limit. Upon completion of voluntary liquidation, the company is certified as dissolved under Regulation 219(1)(b). Under Regulation 247(1), an application may be made to the Court to restore a dissolved company — provided the application is not submitted after ten years of dissolution.
| Regulation (BCR 2018) | What it covers |
|---|---|
| Regulation 205(6) | Disqualification criteria for who may be appointed liquidator |
| Regulation 219(1)(b) | Company certified as dissolved on completion of voluntary liquidation |
| Regulation 219(3) | Registrar publishes a strike-off / dissolution notice for at least 7 days |
| Regulation 247(1) | Court restoration of a dissolved company, within 10 years of dissolution |
Expert Tip
Restoration is a Court application, not a portal filing — and the 10-year clock runs from dissolution. If you think you may ever need the company back, weigh that before choosing liquidation over simply keeping it renewed.
Who pays the RAK ICC liquidation charges?
The company pays, via the registered agent — not the agent. A company cannot be liquidated without the consent of its shareholders or directors, and if the shareholders decide not to proceed with restoration or liquidation, the registered agent is not responsible for the charges. The cost of liquidation is borne by the company through its registered agent.
In other words, the decision and the cost sit with the owners. This is why it is worth deciding early whether to renew, restore or liquidate a dormant IBC — leaving it in limbo simply accumulates the AED 500 per year delay penalty without resolving anything.
Do I need to settle UAE Corporate Tax before liquidating?
Very likely, yes — and this is easy to overlook. A RAK ICC / offshore company is not automatically outside UAE Corporate Tax, so before the company is dissolved you should assess whether it needs to deregister for Corporate Tax and file a final return. Dissolving the RAK ICC entity does not, by itself, close an FTA Corporate Tax registration.
⚠️ Don't dissolve the company with an open tax registration
If the company was registered for UAE Corporate Tax (or VAT), that registration must be dealt with separately. Leaving it open can create penalties even after the company is gone. Handle Corporate Tax deregistration (from AED 399) as part of the closure. Ask for a closure review →
We line up the tax side with the liquidation: a final look at Corporate Tax, any VAT position, and closing accounts and AML registrations, so the entity is closed cleanly with nothing left open at the FTA.
How does Fastlane handle your RAK ICC liquidation?
As a RAK ICC Registered Agent and an MoE-approved auditor, Fastlane can act as both your agent and your liquidator — preparing the liquidator's statement, filing the application, coordinating the Registrar's publication, and settling the tax side, so the company is dissolved cleanly.
- Assess the company — confirm consent, status and any delay penalty, and choose liquidation vs restoration.
- Act as liquidator — prepare the liquidator's statement and audit confirming assets and liabilities.
- File & publish — submit the application; the Registrar publishes the appointment and the dissolution notice.
- Close the tax file — Corporate Tax deregistration, final returns and closing accounts so nothing is left open.
Fastlane Tax Team
A RAK ICC Registered Agent, MoE-approved auditor and FTA-registered tax agent supporting offshore, free-zone and mainland companies across the UAE. We handle company setup, amendments, renewals, liquidation, audit, accounting and tax compliance.
Ask the team a question