Key Takeaways
4 insights · 11 min readRAK ICC merger and consolidation are permitted under Part IX: a merger combines companies into one existing survivor; a consolidation combines them into a new company.
A RAK ICC company can combine with other RAK ICC companies, RAK ICC subsidiaries, or foreign IBCs — as long as the survivor is a RAK ICC company.
Government fees are AED 1,500 with RAK ICC companies or subsidiaries and AED 2,000 with foreign companies. The form is filed manually, not via the portal.
Merging with a foreign company needs an AML/UBO certificate and proof the foreign jurisdiction allows the merger (Regulation 179).
RAK ICC merger and consolidation, under Part IX of the Business Companies Regulations 2018, let RAK ICC companies combine — with other RAK ICC companies, RAK ICC subsidiaries or foreign IBCs. A merger combines companies into one existing survivor; a consolidation combines them into a new company. You file articles of merger or consolidation (Regulation 176(1)), the relevant constitution changes, and Registered Agent certificates, submitted manually rather than through the portal. Government fees are AED 1,500 (RAK ICC companies or subsidiaries) or AED 2,000 (foreign companies).
In this guide
What it is Merger vs consolidation What you can combine with How it is submitted Documents (Regulation 174) Foreign mergers (Regulation 179) Fees Certificates & KYC Step-by-step Corporate TaxRAK ICC merger and consolidation let you combine two or more companies into a single RAK ICC entity, under Part IX of the RAK ICC Business Companies Regulations 2018. A RAK ICC company can merge or consolidate with other RAK ICC companies, with RAK ICC subsidiaries, or with foreign International Business Companies (IBCs). This guide explains the difference between a merger and a consolidation, exactly what documents Regulations 174 and 179 require, the government fees, and one process quirk that catches people out — the application is filed manually, not through the portal. If you would rather hand it over, our company services team structures and files RAK ICC mergers end to end.
What is a RAK ICC merger and consolidation?
Both are ways of combining companies under Part IX of the Regulations, and both centre on the idea of a constituent company — an existing RAK ICC or foreign company taking part in the combination. The difference is what you end up with: a merger leaves one of the original companies standing, while a consolidation creates something new.
| Term | Definition |
|---|---|
| Merger | The merging of two or more constituent companies into one of the constituent companies (the survivor). |
| Consolidation | The consolidating of two or more constituent companies into a new company. |
| Constituent company | An existing RAK ICC or foreign company participating in a merger or consolidation with one or more others. |
Merger vs consolidation: what's the difference?
The choice between a merger and a consolidation decides whether an existing entity carries on, or whether a fresh company is created to hold the combined business.
Merger
- Companies merge into one existing survivor.
- The survivor keeps its identity and registration.
- You file any resolution to amend the survivor's memorandum & articles.
- Best where one company should continue as the combined entity.
Consolidation
- Companies combine into a brand-new company.
- The new company needs its own memorandum & articles.
- The constituent companies give way to the consolidated company.
- Best where a clean, new entity should hold the combined business.
What can a RAK ICC company merge or consolidate with?
Part IX permits several combinations, provided the surviving or consolidated company is a RAK ICC company. The fee depends on which one you use (see the fees below).
| Combination | What it means |
|---|---|
| With existing RAK ICC companies | Two or more RAK ICC companies merge or consolidate together. |
| With RAK ICC subsidiaries | A RAK ICC company combines with subsidiaries established by RAK ICC. |
| With foreign companies (foreign IBCs) | A RAK ICC company combines with one or more foreign International Business Companies — subject to the extra Regulation 179 requirements. |
How a RAK ICC merger application is submitted
Here is the practical quirk that surprises applicants used to RAK ICC's online filings: a merger or consolidation is not filed through the portal. The application form is published in the guidance section of the portal, but the completed form and its supporting documentation must be submitted manually.
Tip: Download the merger/consolidation form from the portal's guidance section, but plan to file it and the documents manually. Trying to push a merger through the normal online process is the most common false start — build the manual submission into your timeline.
Documents for a merger or consolidation of RAK ICC companies (Regulation 174)
Where the companies combining are RAK ICC companies (or RAK ICC subsidiaries), Regulation 174 sets out four requirements.
| # | Requirement |
|---|---|
| 1 | Articles of merger or consolidation containing the Regulation 176(1) information — including the register of members and register of directors of the surviving or consolidated company, and that company's registered agent and registered office. |
| 2 | In the case of a merger, any resolution to amend the memorandum and articles of the surviving company. |
| 3 | In the case of a consolidation, the memorandum and articles for the consolidated company. |
| 4 | Certificates of the Registered Agents of the constituent companies that the provisions of the Business Companies Regulations have been complied with. |
Extra requirements when combining with a foreign company (Regulation 179)
If one of the constituent companies is a foreign IBC, Regulation 179 adds requirements on top of the Regulation 174 set — essentially, extra assurance on beneficial ownership and on the foreign jurisdiction's rules.
| # | Additional requirement |
|---|---|
| 1 | The information required for a merger or consolidation with a RAK ICC company (as above). |
| 2 | A certificate of the Registered Agent of the surviving or consolidated company that AML and UBO information on all shareholders has been obtained. |
| 3 | Evidence satisfactory to the Registrar that the laws of the foreign jurisdiction allow the merger or consolidation — typically written confirmation from the registrar in that jurisdiction. |
⚠ The foreign confirmation is the long pole. The evidence that the other jurisdiction permits the merger comes from the foreign registrar, not RAK ICC, and timelines vary by country. Start that confirmation early, and line up the AML/UBO information on all shareholders in parallel, so the foreign leg does not hold up the whole filing [VERIFY].
RAK ICC merger and consolidation fees
The RAK ICC government fee depends on what the RAK ICC company is combining with. These are the official fees; professional fees for structuring and filing are separate.
| Merger or consolidation with | RAK ICC fee |
|---|---|
| Existing RAK ICC companies | AED 1,500 |
| Subsidiaries (established by RAK ICC) | AED 1,500 |
| Foreign companies (foreign IBCs) | AED 2,000 |
What does it cost in total? Budget the RAK ICC government fee of AED 1,500 (RAK ICC companies or subsidiaries) or AED 2,000 (foreign IBCs), plus a professional fee for structuring the combination, preparing the articles and certificates and handling the manual filing, which is quoted case by case [VERIFY]. Once the combination is effective, Fastlane registers the surviving or consolidated company for UAE Corporate Tax from AED 199.
Registered Agent certificates and KYC
Two kinds of Registered Agent certificate run through a RAK ICC combination. For any merger or consolidation, the Registered Agents of the constituent companies certify that the Business Companies Regulations have been complied with. Where a foreign company is involved, the Registered Agent of the surviving or consolidated company additionally certifies that AML and UBO information on all shareholders has been obtained.
Because a combination changes who owns and controls the surviving entity, standard KYC applies to new shareholders, directors and ultimate beneficial owners — certified passports and proof of address for individuals, and constitutional documents, good standing and UBO details for corporate shareholders. Your Registered Agent confirms the exact set based on the resulting ownership.
How to complete a RAK ICC merger and consolidation (step by step)
Here is the order a RAK ICC merger or consolidation typically runs, from choosing the route to a combined company registered for UAE Corporate Tax:
- Decide between a merger and a consolidation — Choose whether the companies will merge into one existing survivor (a merger) or combine into a brand-new company (a consolidation), and identify every constituent company — RAK ICC, RAK ICC subsidiary or foreign IBC.
- Download the application form from the portal guidance section — The merger or consolidation form is in the guidance section of the RAK ICC portal. Remember it is submitted manually, not through the portal, with the supporting documents.
- Prepare the articles of merger or consolidation — Draft the articles containing the Regulation 176(1) information, including the register of members and directors of the surviving or consolidated company and its registered agent and registered office.
- Prepare the constitution changes — For a merger, prepare any resolution to amend the surviving company's memorandum and articles. For a consolidation, prepare the memorandum and articles for the new consolidated company.
- Obtain the Registered Agent certificates (and foreign evidence) — Get the Registered Agents' certificates that the Regulations have been complied with. For a foreign merger (Regulation 179), also obtain the AML/UBO certificate on all shareholders and evidence — usually written confirmation from the foreign registrar — that the other jurisdiction permits the merger.
- Pay the fee, file manually, and register for Corporate Tax — Submit the application and documents manually with the applicable fee (AED 1,500 or AED 2,000). Once effective, update the survivor's registers and register it for UAE Corporate Tax within the FTA deadline [VERIFY].
Corporate Tax and post-merger compliance
A merger or consolidation is a business combination, so it has tax and record-keeping consequences. The surviving or consolidated company is a UAE-incorporated juridical person and a Corporate Tax person, so it must be registered for UAE Corporate Tax and keep filing. Combining companies also moves assets, liabilities and ownership, which can affect the Corporate Tax position of the businesses involved.
⚠ Get Corporate Tax advice before you merge. A qualifying reorganisation may be eligible for relief under UAE Corporate Tax, but the conditions are technical and getting the sequence wrong can create an avoidable tax cost. Take advice on the Corporate Tax treatment before the combination is effective, not after [VERIFY].
After the combination, keep the surviving company's register of members and register of directors up to date (these feed into the Regulation 176(1) information), maintain clean accounting records, and refresh your AML compliance where ownership has changed. Our team can run the merger filing, Corporate Tax and accounting together so the combined entity is compliant from day one.
Fastlane Tax Team
A RAK ICC Registered Agent and FTA-registered tax agent. We structure and file RAK ICC mergers, consolidations and incorporations, and handle the Corporate Tax, VAT and accounting that corporate combinations require. Every guide is checked against current RAK ICC and FTA requirements before publishing.
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