How to Pass a RAK ICC Shareholders’ Resolution to Wind Up in 2026

What is a RAK ICC shareholders' resolution to wind up?

A RAK ICC shareholders' resolution to wind up is the formal decision by the company's member(s) to close a solvent offshore company, passed under Section 203(1) of the RAK ICC Business Companies Regulations 2018. It is the document that actually starts a voluntary liquidation: without it, the declaration of solvency and the liquidation plan have no effect, because it is the shareholders — not the directors — who own the decision to dissolve.

RAK ICC (the Ras Al Khaimah International Corporate Centre) is the registry for offshore International Business Companies. When the owners of such a company decide it has served its purpose and can be closed, UAE offshore law requires the winding up to be authorised by the members. The resolution records that authority in writing and pulls together, in one signed instrument, every decision the Regulations require: that the company be wound up, that the directors' solvency declaration is accepted, that the liquidation plan is approved, and that a liquidator is appointed.

This guide focuses on that single instrument — how it is passed, what it must contain and where owners go wrong. For the end-to-end closure process, the liquidator's duties and the final Registrar filings, see our full walkthrough on RAK ICC company liquidation, and for hands-on help our liquidation and closure support keeps the resolution, plan and tax deregistration in the right order.

One quick clarification before we go further: RAK ICC is not the same as RAKEZ. RAKEZ (Ras Al Khaimah Economic Zone) is a free zone for licensed, onshore-style companies with its own rulebook and its own resolutions — see RAKEZ liquidation for that. Everything below concerns RAK ICC offshore companies.

Written resolution or a members' meeting?

A written resolution lets the shareholder(s) authorise the winding up without convening a physical meeting — the members simply sign the resolution instead. For the many RAK ICC companies that have a single shareholder or a small, aligned group of owners, a written resolution is the normal, faster route; a formal meeting with minutes is the alternative where the constitution or the shareholders prefer it.

Either way, the decision to wind up must be validly made by the members in accordance with the company's articles and the Regulations. The precise approval threshold and any notice requirements are governed by the company's constitutional documents, so those should be checked before signing — do not assume a percentage. What matters for RAK ICC is that the resolution is properly authorised, correctly worded, dated and countersigned by the registered agent.

In practice the resolution is one link in a short chain of documents that all have to line up. The sequence below is the order most registered agents follow so the file is accepted first time.

1. Confirm solvency & prepare the declaration of solvency — the director(s) certify the company can pay its debts (Section 204(1)(a)).
2. Prepare the liquidation plan — the Section 204(1)(b) plan that names the liquidator and sets the timeline.
3. Draft the written shareholders' resolution — authorising the winding up under Section 203(1) and tying the other documents together.
4. Confirm the bank position — establish that no UAE account is open, or that any account has been closed.
5. Obtain the liquidator's consent — the eligible liquidator agrees in writing to act (Section 205).
6. Sign & countersign — the shareholder signs and dates the resolution; the registered agent witnesses and countersigns.
7. Lodge with RAK ICC — the registered agent files the resolution and supporting documents with the Registrar to commence the liquidation.
8. Deregister for tax & dissolve — clear Corporate Tax and VAT with the FTA, then complete the strike-off for the certificate of dissolution.

What must the RAK ICC wind-up resolution actually say?

The resolution must record five things: the decision to wind up, acceptance of the declaration of solvency, approval of the liquidation plan, appointment of the voluntary liquidator, and a ratification of the company's UAE bank-account position. Each of these maps to a specific provision of the Regulations, and each has to appear on the face of the document. The table sets out the standard resolved clauses and what they do.

The document is then signed and dated by the shareholder, whose signature is witnessed, and countersigned by the registered agent. A copy of the declaration of solvency is attached for reference. Miss any of the five resolved items — most commonly the bank ratification — and the resolution is incomplete, which stalls the whole liquidation.

What is the declaration of solvency (Section 204(1)(a))?

The declaration of solvency is the directors' formal statement that the company is, and will continue to be, able to discharge its debts as they fall due, and that the value of its assets equals or exceeds its liabilities. It is the gateway to the entire voluntary route: if the directors cannot honestly make it, the members cannot use a solvent winding up and a creditors' process applies instead.

The shareholders' resolution does not create the declaration — the directors do — but it accepts it, and a copy is attached to the resolution. That link matters, because it is what allows the members to proceed on the basis that all creditors will be paid in full. In substance the declaration certifies two things: present ability to pay, and continued ability to pay throughout the winding up.

Directors should treat this as a considered statement, not a formality. Making a declaration of solvency that the company cannot in fact meet exposes the directors personally — and it will unravel the liquidation if creditors emerge who cannot be paid. Where the numbers are tight, prepare up-to-date accounts first. Our accounting and bookkeeping team can produce a current statement of assets and liabilities so the directors can sign the declaration with confidence.

How does the resolution approve the liquidation plan (Section 204(1)(b))?

The resolution approves the liquidation plan — the separate Section 204(1)(b) document that records the company is solvent and ceasing business, estimates the timeline, names and remunerates the liquidator, and deals with any charges over the assets. The plan carries the operational detail; the resolution gives it the members' authority.

Keeping the two documents distinct is important. The plan is where the winding-up timeline (often estimated at around 30 days), the liquidator's remuneration and the treatment of any registered charges are set out clause by clause. The resolution simply confirms the members approve that plan. If the plan is missing or unsigned, the resolution's approval clause has nothing to bite on.

Because the plan does the heavy lifting, it is worth understanding in its own right — including the clause 7 branch for companies that have security registered over their assets. Our companion guide breaks the plan down in full: read the RAK ICC liquidation plan explained alongside this resolution guide so the two documents line up before you sign either.

How does the resolution appoint the voluntary liquidator (Section 205)?

Under Section 205 the shareholder appoints a named voluntary liquidator in the resolution, and that person must be eligible, not disqualified, and must have consented to act. The appointment is one of the operative decisions the resolution makes — the liquidator cannot take control of the winding up until the members have appointed them.

The liquidator is commonly an approved professional firm, an auditor or the company's registered agent. Once appointed, they realise the company's assets, settle its debts and complete the filings that lead to dissolution; their remuneration is fixed in the liquidation plan. Because the liquidator ultimately signs off the winding up, getting the appointment right in the resolution matters — naming someone ineligible, or naming a liquidator who has not actually agreed to act, can invalidate the process and force the members to pass a fresh resolution.

A RAK ICC company must also keep a registered agent and registered office throughout the winding up, and in practice the agent coordinates the Registrar filings. Fastlane's chartered accountants and FTA-registered tax agents regularly support RAK ICC liquidation mandates — from drafting the resolution and confirming the liquidator's consent to preparing the closing statement of account.

Why must the resolution confirm the bank account is closed?

RAK ICC requires the resolution to ratify that the company either never opened a UAE (or overseas) bank account, or that any account it held has been closed — because an open bank account is inconsistent with dissolving the company. A dissolved company cannot own a live bank account, so the Registrar wants this confirmed on the face of the resolution before it will proceed.

This is the clause owners most often overlook, and it has a real practical tail. Closing a UAE corporate bank account is not instant: banks run their own account-closure process, may require settlement of any facilities, and can take time to issue a closure confirmation. Start it early. Leaving a residual balance, an un-swept account or an open facility will hold up the winding up even after everything else is ready.

Sequencing tip: sweep and close the account before the resolution is dated, so the “account has been closed” wording is true when signed. If the company genuinely never opened an account, the resolution records that instead — but be sure that is actually the case, because the ratification is a statement the shareholder is standing behind.

Why must the registered agent countersign the resolution?

Every RAK ICC company must act through a licensed registered agent, and it is the agent that lodges filings with the Registrar — so the agent countersigns the resolution to confirm it is genuine and properly made before it is submitted. The shareholder signs to authorise the winding up; the agent's countersignature is what carries it into the RAK ICC system.

Owners cannot file directly with RAK ICC; the registry works through registered agents. That is why the resolution has two signature blocks — the shareholder (whose signature is witnessed) and the registered agent, signing in that capacity. The agent typically also assembles the supporting pack (declaration of solvency, liquidation plan, liquidator's consent, bank-closure evidence) and manages the strike-off through to the certificate of dissolution.

If your current agent does not offer liquidation support, or you would rather have the whole exit handled by one team, Fastlane can act on and coordinate the closure end to end. Whether you are winding up or, in other cases, setting up a new UAE company, having the resolutions and filings prepared correctly the first time avoids costly rejections.

After the resolution: Corporate Tax, VAT and dissolution

Passing the resolution starts the winding up, but it does not close the company's Federal Tax Authority file. A RAK ICC company that was registered for UAE Corporate Tax must apply to deregister within 3 months of ceasing business and file a final return; if it holds a VAT registration (TRN), it must cancel VAT within 20 business days of ceasing taxable supplies. RAK ICC and the FTA are separate systems — striking the company off the register does not switch off its tax registrations.

Corporate Tax penalties are governed by Cabinet Decision No. 75 of 2023 (as amended); VAT and Excise penalties by Cabinet Decision No. 129 of 2025, effective 14 April 2026 — the two regimes must not be conflated. The Corporate Tax Law also requires accounting records to be kept for seven years, so retain the company's books even after dissolution. Fastlane handles Corporate Tax deregistration from AED 399 and VAT deregistration from AED 499 as part of a RAK ICC closure.

Worked example. A single-shareholder RAK ICC holding company that is VAT-registered decides to close in 2026. The director signs a declaration of solvency; the shareholder passes a written resolution accepting it, approving the liquidation plan and appointing a liquidator, and confirms the company's UAE account was closed the week before. The registered agent countersigns and lodges the pack. Fastlane then runs the FTA side — closure support (AED 1,499), Corporate Tax deregistration (AED 399) and VAT deregistration (AED 499), so AED 2,397 in professional fees plus RAK ICC's own registry and agent fees, payable separately [VERIFY current schedule]. The plan estimates 30 days to wind up; with the bank closure, the FTA approvals and the Registrar strike-off, the file realistically closes over roughly two to three months.

Common mistakes in a RAK ICC wind-up resolution

The most common mistakes are omitting the bank-account ratification, dating the resolution before its supporting documents exist, naming a liquidator who has not consented, and assuming the resolution closes the FTA file. Any one of them delays the winding up or creates penalties that outlast the company.