RAK ICC Share Classification: Creating Class A & Class B Shares

What is RAK ICC share classification?

RAK ICC share classification means dividing the shares of a RAK International Corporate Centre (RAK ICC) company into two or more distinct classes — most commonly Class A and Class B — where each class carries a different bundle of rights. 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.

RAK ICC is the Ras Al Khaimah corporate registry for international (offshore) companies. A single class of ordinary shares gives every shareholder the same rights in proportion to their holding. Classification breaks that link: it lets you separate control (who votes and appoints directors) from economic ownership (who receives dividends and capital on a winding-up). Those rights are set out in the company’s Memorandum & Articles of Association, so classification usually goes hand in hand with amending the Articles. If you are still at the formation stage, our team can build the class structure into the constitution from day one as part of RAK ICC share classification and company setup.

Why would a RAK ICC company classify its shares?

Companies classify their RAK ICC shares whenever they need shareholders to hold different rights — most often to bring in investment without giving away control. A single ordinary class treats everyone identically, which rarely suits a real ownership structure once outside money or family members are involved.

Common reasons to create classes at RAK ICC include:

Because these structures interact with ownership, financing and tax, it is worth planning them alongside your wider corporate setup — see our overview of setting up a company in Dubai and the wider UAE before you lock the class rights into the Articles.

What rights can different classes of shares carry?

Each RAK ICC share class can carry a different combination of voting, dividend, capital, redemption and transfer rights. Nothing is fixed by the class name — the rights are whatever the Memorandum & Articles attach to that class. The table below shows how these are commonly split between a voting Class A and a non-voting Class B, but any pattern is possible.

The point of classification is precisely this flexibility: you decide, class by class, who controls the company and who benefits economically. Keeping your statutory records and share register accurate and up to date afterwards is what makes those rights enforceable in practice.

Class A vs Class B shares: what’s the difference?

There is no fixed legal difference between Class A and Class B shares at RAK ICC — the difference is whatever the Articles create. In the most common structure, Class A shares vote and Class B shares do not, but both can still receive dividends and capital. Importantly, once you choose to apply classification on the portal, RAK ICC requires both Class A and Class B to be defined as a minimum; you then add Class C, D and beyond if you need them.

Do not read the labels as a ranking — “A” is not inherently senior to “B.” A Class B share could just as easily carry a dividend preference and rank ahead of Class A on economics. What matters is the wording in the Articles, not the letter.

How do you classify shares at RAK ICC (step by step)?

Share classification is filed by your registered agent through the RAK ICC portal, under Company Amendments → Changes to Share Capital. The workflow moves through Company Details, Share Definition, Shareholders, Share Allocation, Upload Documents and Confirmation. Here is the sequence your agent follows.

1. Open the amendment — the registered agent goes to Company Services → Company Amendments → Changes to Share Capital and searches for the company.
2. Select “Classification of Shares” — choose this amendment type, enter the meeting date, pick Normal or Urgent processing, set the signature verification status (for example “Witnessed by Agent”) and tick “Classification Applied.”
3. Define the classes — on the Share Definition page, define Class A and Class B (both mandatory), adding a description (e.g. voting / non-voting) and the proposed number of shares for each. Use New to add further classes.
4. Review shareholders — check existing shareholders and, if needed, use Add Individual / Corporate / Joint Shareholder to add new ones (name, nationality, passport, and so on).
5. Allocate shares by class — on Share Allocation, click Manage for each shareholder to assign a class and number of shares, then Save. The total allocated across everyone must equal the total shares defined.
6. Upload documents — attach the required documents the portal lists (typically the approving resolution and supporting records) and confirm the uploads.
7. Confirm and submit — review the Confirmation page showing the classes, per-shareholder allocations and rights, then submit the application for RAK ICC processing.

What documents does a RAK ICC share classification need?

A RAK ICC share classification is supported by a resolution approving the change, amended constitutional documents, and an updated share register — with the portal listing the exact uploads for your filing. Because classification changes shareholder rights, the paperwork has to evidence that the company properly authorised it.

The exact document set is determined by RAK ICC and confirmed by your registered agent on the portal’s Upload Documents step — the standard portal example shows a directors’ resolution plus a signed instrument where shares are transferred. Adding or changing shareholders can also trigger ultimate beneficial owner (UBO) checks, which overlap with your wider UBO and AML compliance obligations in the UAE. [VERIFY] the precise upload list and any certification/attestation requirements against the current RAK ICC guidance for your specific amendment.

How much does RAK ICC share classification 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. Classification does not, by itself, change your total share capital, so it is priced as an amendment rather than a capital increase.

Worked cost example. If your amendment 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. If a bank or investor deadline means you need it expedited, budget the standard fee plus AED 1,000 for urgent processing. Because the registry’s base fees can change, we confirm the live figure with RAK ICC before quoting.

How does classification affect share allocation and shareholders?

After you define the classes, every share must be allocated to a shareholder within a class — and the totals must reconcile exactly, or the portal will not submit. Classification and allocation are two linked steps: first you define how many shares sit in each class, then you assign those shares (by class) to named shareholders.

Take a company with 100,000 issued shares that wants a founder to keep control while an investor takes economic value:

This mirrors the RAK ICC portal example (Class A 90,000 “voting rights,” Class B 10,000 “no voting rights”). Note that classification changes rights, not necessarily the total capital or par value — the company’s share capital is denominated in its Articles (RAK ICC capital is commonly set in USD, though other currencies are possible, and there is no fixed statutory minimum). Getting the allocation, register and Articles to agree is essential; our accounting and corporate records support keeps them aligned after filing.

Do RAK ICC companies with share classes still pay UAE Corporate Tax?

Yes — being a RAK ICC (“offshore”) company does not place it outside UAE Corporate Tax. 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). Share classes change the internal allocation of voting and dividends between shareholders — they do not change the company’s tax status.

Two practical points follow. First, if the company meets the registration thresholds it must register for Corporate Tax and file, regardless of how its shares are classified. Second, whether any 0% Free Zone treatment could apply depends on the strict conditions for a Qualifying Free Zone Person (adequate substance, qualifying income, audited financials and de minimis limits), and a RAK ICC entity’s status differs from that of a designated free zone company — so this needs case-specific advice. [VERIFY] the precise Corporate Tax and any Free Zone Person position of a RAK ICC entity with the FTA or your adviser; 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 also need a tax residency certificate.

Common mistakes to avoid when classifying RAK ICC shares

Most RAK ICC classification problems come from sloppy drafting or mismatched numbers — both are avoidable. Watch for these:

Key terms: RAK ICC share classification glossary

A quick reference for the terms used above.