Key Takeaways
4 insights · 12 min readA RAK ICC Segregated Portfolio Company is one legal entity that holds multiple ring-fenced portfolios — the assets of one cannot be reached by the creditors of another.
You can name up to 10 portfolios on incorporation (Regulation 143), each with its own segregated assets and liabilities alongside the company's general assets.
An SPC is not a light-touch shell: you must file a business plan for the company and every portfolio, plus evidence of management expertise, systems and capital (Regulation 142).
An SPC is a UAE Corporate Tax person and must keep adequate per-portfolio records. Fees are non-refundable and documents are not returned.
A RAK ICC Segregated Portfolio Company (SPC) is a single company that can create multiple segregated portfolios, or cells, whose assets and liabilities are legally ring-fenced from one another and from the company's general assets. You can name up to 10 portfolios on incorporation. To set one up you file the Memorandum & Articles, a business plan for the company and each portfolio, and evidence that management has the knowledge, systems and capital to run it (Regulation 142) — all through a RAK ICC Registered Agent.
In this guide
What an SPC is How segregation works When to use an SPC Naming the SPC & portfolios Capacity, duration & office Directors & shareholders Documents you must submit Registered Agent certificate Step-by-step Corporate Tax & complianceA RAK ICC Segregated Portfolio Company (SPC) is a specialised structure that lets you hold several ring-fenced pools of assets inside a single company. Each pool — a “segregated portfolio” or “cell” — is legally walled off from the others, so a liability in one portfolio does not put the assets of another at risk. It is used for investment funds and share classes, insurance and captive structures, and holding distinct assets or ventures under one roof. This guide explains how segregation works, when an SPC makes sense, and exactly what the RAK ICC incorporation application requires — including the business plan and expertise evidence that make an SPC more demanding than an ordinary company. Setup is always through a Registered Agent; our company incorporation team handles RAK ICC SPCs end to end.
What is a RAK ICC Segregated Portfolio Company (SPC)?
A Segregated Portfolio Company is a single legal person that can establish multiple segregated portfolios. Crucially, the portfolios are not separate companies — there is only one entity — but the assets and liabilities attributed to each portfolio are kept legally distinct from those of every other portfolio and from the company's own general assets (the assets that do not belong to any portfolio). The result is internal ring-fencing: many walled-off pools of value within one corporate wrapper.
Because it is created under the RAK ICC Business Companies Regulations 2018 and administered through a Registered Agent, an SPC is a RAK ICC company like any other for filing purposes — but its portfolio structure, business plan and governance requirements set it apart from a standard company.
How segregation works: portfolios, general assets and ring-fencing
The whole point of an SPC is that a claim against one portfolio can normally only be satisfied out of that portfolio's assets. Creditors of Portfolio A cannot reach the assets of Portfolio B, or the company's general assets, and vice versa. This lets you run genuinely separate economic arrangements — different investors, strategies or risks — side by side without one contaminating another, while still filing, and paying for, a single company.
One SPC with multiple portfolios
- One legal entity, one registered agent, one set of filings.
- Assets and liabilities ring-fenced portfolio by portfolio.
- Add distinct funds, strategies or ventures as separate cells.
- Lower cost and administration than many standalone companies.
Several separate companies
- A separate entity for each venture — more incorporations.
- Each needs its own agent, filings and renewals.
- Segregation is absolute, but administration multiplies.
- Better where each venture needs its own legal personality.
When should you use a RAK ICC Segregated Portfolio Company?
An SPC earns its extra complexity when you need real separation between pools of assets but want to keep them under one entity. Common uses include:
- Investment funds and share classes — each portfolio holds a distinct strategy or investor class.
- Insurance and captive structures — segregating risks and reserves cell by cell.
- Asset holding — keeping properties, portfolios or ventures legally separated.
- Family office and multi-venture structures — ring-fencing different branches or projects.
If you only have a single pool of assets or one activity, a standard RAK ICC company is simpler and cheaper — see our guide to company incorporation in Dubai. The SPC is specifically for when segregation is the point.
Naming the SPC and its portfolios
The application starts with the company's proposed name and the names of its portfolios. Two rules matter here: the name should be reserved in advance, and there is a cap on how many portfolios you can create at incorporation.
| Item | Requirement | Regulation |
|---|---|---|
| Proposed company name | Stated in the application; ideally reserved beforehand. | Regulation 24 |
| Portfolio names | Name each portfolio on incorporation — not exceeding 10 (use a continuation sheet if needed). | Regulation 143 |
Tip: Plan your cell structure before you file. Because you can name up to 10 portfolios at incorporation, it pays to map out how many you will need and what each will hold up front, rather than reworking the structure later.
Capacity, duration and the registered office
The application also fixes some core characteristics of the company. You choose its capacity and its duration, and you name the Registered Agent and registered office.
| Choice | Options |
|---|---|
| Capacity | Unlimited capacity, restricted purpose, or limited purpose. |
| Duration | Unlimited duration, or limited duration (with a proposed end date). |
| Registered agent & office | Name of the Registered Agent and the address of the registered office (Regulation 91). |
Directors and shareholders of an SPC
Like any RAK ICC company, an SPC needs directors and shareholders, and the application captures their details in full. For each initial director you provide the full name, residential address, nationality and passport number (Regulation 116). For each initial shareholder you provide the name, address (or registered office address for a company), nationality (or jurisdiction of incorporation) and passport number (or equivalent).
| For each shareholder, the application records |
|---|
| Number of shares to be subscribed on incorporation |
| Class or type of share |
| Subscription price, including how and when it is to be paid |
Where the SPC will have a corporate shareholding structure, full disclosure of the ultimate beneficial ownership is required — the Registrar looks through corporate shareholders to the individuals behind them.
The documents you must submit for a RAK ICC SPC
This is where an SPC differs most from an ordinary company. Alongside the application, you submit three documents — and the third is a genuine substance test, not a formality.
| # | Document | What it covers |
|---|---|---|
| 2.1 | Memorandum & Articles of Association | The constitution you propose to adopt on incorporation. |
| 2.2 | Business plan | A plan for the segregated portfolio company and each of its portfolios. |
| 2.3 | Evidence of knowledge and expertise (Regulation 142) | Evidence that management can properly run the SPC — what is needed depends in part on the business plan. |
For the expertise evidence, the Registrar would ordinarily expect to see the CVs of each director, evidence that the SPC will have accounting and legal resources and systems sufficient to keep adequate records for the company and each portfolio, and evidence that it will have sufficient capital to implement its business plan and maintain those systems.
⚠ An SPC must show real substance. Regulation 142 means an SPC cannot be set up as an empty shell. If you cannot demonstrate management expertise, proper accounting and legal systems for every portfolio, and enough capital to run the plan, the Registrar can refuse the application. Build these into your plan from the start.
The Registered Agent certificate and key conditions
The application is completed and certified by the Registered Agent, who agrees to act, confirms it is authorised by the proposed shareholders, and irrevocably undertakes to comply with the Business Companies Regulations, the Registered Agent Regulations and any implementing rules. The agent also certifies that, after due enquiry, the information is true, complete and not misleading, and undertakes to advise RAK ICC of any changes to the shareholders.
Several conditions apply to every SPC application:
- All information is subject to verification; false or misleading statements result in refusal.
- The Registrar can request further information or clarification.
- RAK ICC's review does not cover other UAE or Ras Al Khaimah operational approvals your activities may need — obtaining those is your responsibility.
- All fees are non-refundable, and RAK ICC may revise them.
- Submitted documents become RAK ICC property and are not returned.
How to incorporate a RAK ICC Segregated Portfolio Company (step by step)
Here is the order a RAK ICC SPC incorporation typically runs, from designing the cells to a company registered for UAE Corporate Tax:
- Design the SPC and its portfolios — Decide how many segregated portfolios you need (up to 10 on incorporation), what each will hold, and how assets and risks are split between them and the company's general assets.
- Reserve the company name — Reserve the proposed name under Regulation 24 and choose the name of each portfolio, and confirm the company's capacity (unlimited, restricted or limited purpose) and duration (limited or unlimited).
- Prepare the Memorandum & Articles and business plan — Draft the Memorandum & Articles you will adopt on incorporation, and a business plan for the SPC and each of its portfolios — the plan drives how much expertise, capital and systems the Registrar will expect to see.
- Assemble the expertise, systems and capital evidence — Gather CVs for each director and evidence that the SPC will have the accounting and legal resources and systems to keep adequate records for the company and each portfolio, and sufficient capital to implement the plan (Regulation 142).
- Complete the application and shareholder details — Provide the registered agent and office (Regulation 91), the initial directors (Regulation 116), the initial shareholders and, for each, the number, class and subscription price of shares — with full ultimate-beneficial-ownership disclosure for any corporate shareholder.
- File through the Registered Agent and register for tax — The Registered Agent signs its certificate and files the application. Once incorporated, register the SPC for UAE Corporate Tax within the FTA deadline and put per-portfolio bookkeeping in place [VERIFY].
What does it cost? RAK ICC government fees for an SPC depend on the structure and are non-refundable [VERIFY]. Because an SPC needs a business plan for every portfolio and evidence of systems, expertise and capital, professional fees are higher than for a standard company and are quoted case by case [VERIFY]. Once incorporated, Fastlane handles Corporate Tax registration from AED 199 and per-portfolio bookkeeping from AED 499/month.
Corporate Tax, accounting and ongoing compliance for an SPC
An SPC is a UAE-incorporated juridical person, and the Federal Tax Authority treats such companies as Resident Taxable Persons, so it generally has to register for UAE Corporate Tax and file annual returns. The good news is that the discipline the Registrar already expects — adequate accounting records for the company and each portfolio — is exactly what you need to meet your tax and reporting obligations cleanly.
⚠ Keep portfolios accounted for separately. An SPC only works if each portfolio's assets and liabilities are genuinely kept apart in the books. Maintain clear per-portfolio accounts, and take advice on how UAE Corporate Tax applies to the company and its portfolios rather than assuming a single simple position [VERIFY].
Where the SPC or its shareholders fall within anti-money-laundering rules — particularly given the ultimate-beneficial-ownership disclosure for corporate shareholders — keep your AML compliance in order too. Our team can run the incorporation, Corporate Tax and per-portfolio accounting together so the structure is compliant from day one.
Fastlane Tax Team
A RAK ICC Registered Agent and FTA-registered tax agent. We incorporate and administer offshore and free-zone companies — including specialised structures such as Segregated Portfolio Companies — and handle the Corporate Tax, VAT and accounting they require. Every guide is checked against current RAK ICC and FTA requirements before publishing.
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