Key Takeaways
4 insights · 11 min readRAK ICC par value only changes the value of each share while keeping the number of shares the same — you revalue, you do not issue or cancel shares.
Because capital = par value × number of shares, raising the par value raises capital and lowering it reduces capital — with no change to who owns what.
Uniquely among capital changes, this route needs no share reallocation: on the portal the agent leaves the shareholder and allocation pages untouched and moves straight to Upload Documents.
Standard processing is Normal; urgent (expedited) processing adds AED 1,000, on top of the RAK ICC amendment fee and your agent’s professional fee.
A RAK ICC “Par Value only” change increases or reduces share capital by changing the nominal value of each share, while the number of shares — and every shareholder’s holding — stays the same. It is filed as a “Changes to Share Capital” amendment by a licensed registered agent. You select “Increase in Capital – Par Value only” or “Reduction of Capital – Par Value only,” enter the new par value, leave the shareholder and allocation pages unchanged, upload the approving resolution and submit.
In this guide
What a par value only change means When to change par value only Which amendment type to choose How capital and ownership change How to change it (step by step) Why you don’t touch shareholders Documents you need Cost & timeline Corporate Tax on RAK ICC companies Common mistakes Key termsWhat does a RAK ICC par value only change mean?
A RAK ICC par value only change adjusts the nominal value of each share while the number of shares stays exactly the same — it revalues shares rather than issuing or cancelling them. It is handled on the registry as a Changes to Share Capital amendment and, like every RAK ICC filing, must be submitted by an approved registered agent rather than by the company directly.
A company’s share capital is the par value of each share multiplied by the number of shares. In a par-value-only change you move just the first figure: raise or lower the value per share, and the total capital moves with it, but the share count is untouched. This is the simplest of the capital amendments because ownership does not move. RAK ICC keeps the variations as separate amendment types — if you need to change how many shares exist, see our guide to a RAK ICC share capital change (number of shares); if both figures change, see par value with number of shares; and if you are separating rights into classes, see RAK ICC share classification. Our team files the RAK ICC par value only amendment for you as part of our corporate services.
Change the Articles, not just the portal
A par value change must be reflected in the company’s Memorandum & Articles, not only entered on the portal. The registry record, the Articles and your capital figures all have to agree. Get your RAK ICC par value only change prepared →
Expert Tip
Confirm that only the par value is moving before you start. If the number of shares is also changing, this is the wrong type — you would use “No. of Shares only” or the combined “Par Value with No. of Shares” route instead. Choosing par-value-only keeps the filing simple precisely because nothing about the shareholders changes.
When would you change par value only?
You change par value only when you want to move the company’s capital up or down without altering who holds what. Because ownership is untouched, it is the cleanest way to reset the capital figure.
Common reasons to change par value only
• Increase capital without issuing shares — raise the par value so the same shares represent more capital.
• Return or reduce capital — lower the par value to bring the capital figure down.
• Revalue or standardise — reset the nominal value of each share to a round or standard figure.
• Preserve the ownership split — adjust capital while keeping every shareholder’s percentage exactly as it is.
If a change of ownership is the goal — bringing in an investor or removing a shareholder — a par-value-only change is not the right tool, because it deliberately leaves the shareholder register alone. Plan those alongside your wider corporate setup; see our overview of setting up and structuring a company in the UAE.
Which amendment type do you choose?
For this change you select “Increase in Capital – Par Value only” or “Reduction of Capital – Par Value only” — the two types that move the par value and nothing else. The RAK ICC “Changes to Share Capital” menu lists several options; the table shows where the par-value-only route sits.
| Amendment type | What it changes |
|---|---|
| Increase – Par Value only | Raises capital by increasing the value per share; the share count is unchanged. (Covered here.) |
| Reduction – Par Value only | Reduces capital by lowering the value per share; the share count is unchanged. (Covered here.) |
| Increase / Reduction – No. of Shares only | Changes how many shares exist; par value is unchanged. See our number-of-shares guide. |
| Increase / Reduction – Par Value with No. of Shares | Changes both figures at once. See our combined-change guide. |
| Classification of Shares | Splits shares into classes — see our share classification guide. |
| Other types | Change of currency, Joint Shareholding, Redemption of shares and Treasury shares. |
The dropdown appears twice in the walkthrough — once to increase and once to reduce the par value — but the workflow after that is the same. Picking the par-value-only line is what tells the portal to leave the share count and shareholders alone.
How does a RAK ICC par value only change affect capital and ownership?
Changing the par value scales the total capital up or down, but because every holder keeps the same number of shares, ownership percentages do not move at all. Working the numbers shows why this route is so clean.
| Scenario | Par value | Number of shares | Share capital | Ownership split |
|---|---|---|---|---|
| Before | USD 1.00 | 100 | USD 100 | 60 / 40 |
| After (increase) | USD 2.00 | 100 | USD 200 | 60 / 40 |
| After (reduction) | USD 0.50 | 100 | USD 50 | 60 / 40 |
In the increase example, doubling the par value doubles the capital from USD 100 to USD 200 — while the two shareholders still hold 60 and 40 shares, and still own 60% and 40%. A reduction works the same way in reverse. Because the share numbers never change, there is nothing to reallocate, which is the defining feature of this amendment. The RAK ICC portal example even shows the confirmation page carrying the new par value while share holdings remain exactly as before.
How do you change par value only in the portal (step by step)?
The change is filed by your registered agent through the RAK ICC portal, under Company Amendments → Changes to Share Capital, entering only a new par value. Here is the sequence your agent follows.
- Open the amendment — the registered agent goes to Company Services → Company Amendments → Changes to Share Capital and searches for the company.
- Select the Par Value only type — choose “Increase in Capital – Par Value only” to raise capital, or “Reduction of Capital – Par Value only” to lower it. Enter the details of the amendment, the meeting date, Normal or Urgent processing, and the signature verification status.
- Enter the new par value — on the Share Details page, enter only the new Par Value (there is no Number of Shares field for this type), then add the correspondence email and mobile.
- Leave the shareholders unchanged — on the Shareholders and Share Allocation pages, do not add shareholders or change any holdings. Simply move to the next page until Upload Documents is displayed.
- Upload documents — attach the documents the portal lists (typically the approving resolution and supporting records) and confirm the uploads.
- Confirm and submit — review the Confirmation page, checking the new Par Value (for example AED 2.00) is shown while each shareholder’s share holdings are unchanged, review the Price Items, then submit the application for RAK ICC processing.
Adjusting your RAK ICC capital by par value?
We prepare the resolution, reflect the new par value in your Articles and file the amendment through a licensed registered agent — without disturbing your ownership.
Why you don’t change shareholders or share allocation
A par-value-only change deliberately leaves the shareholder register and the allocation untouched — because no shares are being created, cancelled or moved. This is the single biggest difference between this amendment and the other capital changes.
In a No. of Shares only change, or a combined Par Value with No. of Shares change, the share count moves, so you must reallocate holdings and make the totals reconcile before the portal will submit. Here, none of that applies: the RAK ICC walkthrough is explicit that when only the par value is changing, you should not add new shareholders or alter the existing shareholding structure — you just click through the shareholder and allocation pages to reach Upload Documents. The result is a faster, lower-risk filing, because there is no allocation arithmetic to get wrong. Keeping your statutory records and share register accurate still matters, so the new par value flows through to your financial statements correctly.
What documents does a par value only change need?
A par-value-only change is supported by a resolution approving it and amended constitutional documents reflecting the new par value — with the portal listing the exact uploads for your filing. Because no shares move, the paperwork is about authorising and recording the revaluation, not transferring anything.
| Document | Purpose | When required |
|---|---|---|
| Directors’ / shareholders’ resolution | Authorises the increase or reduction of par value | Always |
| Amended Memorandum & Articles | Reflects the new par value and share capital | Where the capital clause changes |
| Solvency / supporting statement | Supports a capital reduction and creditor position | For reductions — [VERIFY] |
The exact set is determined by RAK ICC and confirmed by your registered agent on the portal’s Upload Documents step. Note that a standard portal example can display transfer-style documents (an instrument of transfer and a directors’ resolution) carried over from other amendments — but for a pure par-value change no share transfer is involved, so your agent maps the correct uploads. Because no shareholders change, this route does not usually trigger new ultimate beneficial owner (UBO) onboarding, though your standing AML and UBO obligations continue. [VERIFY] the precise upload list, and for a reduction any solvency, creditor-protection or approval requirements, against the current RAK ICC guidance.
How much does it cost and how long does it take?
You pay the RAK ICC amendment fee from the current schedule of fees, plus your registered agent’s professional fee — and if you need it fast, urgent (expedited) processing adds AED 1,000. The confirmation page’s Price Items section sets out the charge and any VAT before you submit.
| Item | Amount | Notes |
|---|---|---|
| RAK ICC amendment / government fee | Per RAK ICC schedule [VERIFY] | Set by the registry; confirm the current figure |
| Urgent (expedited) processing | AED 1,000 | Additional fee charged for urgent requests |
| VAT on the service | Shown on the Price Items page | Applied per the confirmation summary |
| Registered agent professional fee | Varies | Covers drafting, filing and portal submission |
| Processing time | A few business days (Normal) [VERIFY] | Faster under Urgent; SLA set by RAK ICC |
Worked cost example. If your par value change is not time-critical, choose Normal and you avoid the AED 1,000 urgent surcharge entirely — you pay only the RAK ICC amendment fee plus your agent’s professional fee and applicable VAT. If a deadline means you need it expedited, budget the standard fee plus AED 1,000, and rely on the live Price Items figure rather than the illustrative amount shown in RAK ICC’s walkthrough. Because base fees can change, we confirm the current figure with RAK ICC before quoting.
Do these changes affect UAE Corporate Tax?
Being a RAK ICC (“offshore”) company does not place it outside UAE Corporate Tax, and changing par value is a structural change rather than a taxable event in itself. A company incorporated in the UAE is generally a Resident Person under Federal Decree-Law No. 47 of 2022 and is within the scope of UAE Corporate Tax at 9% on taxable income above AED 375,000 (0% below that).
Two practical points follow. First, if the company meets the registration thresholds it must register for Corporate Tax and file, regardless of its capital structure. Second, capital structure is not tax-neutral in every respect — how a business is funded can affect matters such as interest deductibility, and whether any 0% Free Zone treatment could apply depends on the strict conditions for a Qualifying Free Zone Person, whose status differs from that of a RAK ICC entity. [VERIFY] the precise Corporate Tax and any Free Zone Person position with the FTA or your adviser, and do not assume “offshore” means tax-free. For the wider framework, see our UAE Corporate Tax guide, and note that companies confirming UAE tax residency may need a tax residency certificate.
Common mistakes when making a RAK ICC par value only change
Most problems come from choosing the wrong amendment type or forgetting to update the Articles — both are avoidable. Watch for these:
Mistakes we see most often
• Using par-value-only when shares also change — if the share count is moving too, use “No. of Shares only” or the combined type instead.
• Updating the portal but not the Articles — the new par value must be reflected in the Memorandum & Articles.
• Changing the shareholder pages by mistake — for this type you leave shareholders and allocation exactly as they are.
• No proper resolution or meeting date — the change must be authorised and documented before filing.
• Reducing capital without checking solvency & creditors — a reduction can carry solvency and creditor considerations; confirm them first. [VERIFY]
• Paying for Urgent unnecessarily — the AED 1,000 surcharge only makes sense against a real deadline.
• Assuming a capital change is tax-neutral — capital structure can still affect Corporate Tax analysis.
Key terms: RAK ICC par value only glossary
A quick reference for the terms used above.
| Term | What it means |
|---|---|
| Par value (nominal value) | The fixed value assigned to each share in the Articles — not the market or subscription price. |
| Par value only change | An amendment that changes the value per share while the number of shares stays the same. |
| Share capital | The total value of a company’s shares — par value multiplied by the number of shares. |
| Number of shares | How many shares the company has — unchanged in a par-value-only amendment. |
| Ownership percentage | Each shareholder’s proportion of the shares — unaffected by a par-value-only change. |
| RAK ICC | RAK International Corporate Centre — the Ras Al Khaimah registry for international (offshore) companies. |
| Registered agent | The RAK ICC-approved agent that files all company transactions on the portal. |
| Capital increase / reduction | Raising or lowering share capital, here by changing the par value. |
| Register of members | The statutory record of who owns how many shares. |
Fastlane Corporate Services Team
Fastlane Management Consultancy advises on UAE company structuring, corporate amendments and tax across the mainland, free zones and RAK ICC. Our team prepares resolutions, updates constitutional documents and works with licensed registered agents so capital changes are filed correctly and accepted first time.
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