RAK ICC Transfer of Shares with a Change to Director or Secretary

What Is the RAK ICC “Transfer of Shares with Change to Director/Secretary” Service?

The “Transfer of Shares with change to Director/Secretary” service is a single RAK ICC Agent Portal amendment that does two jobs at once: it moves shares between holders and appoints or removes a director or company secretary. It lives on the portal under Amendment, Liquidation & Charge → Company Amendment, alongside the standalone Transfer of Shares and Changes to Director/Secretary services.

The point of the combined service is efficiency: many ownership changes come bundled with a board change — a departing shareholder who was also a director, or an incoming investor taking a seat — and running one request instead of two keeps the paperwork and the timeline together. It is a RAK ICC transfer of shares and a governance change filed as one workflow rather than two.

Like every RAK ICC filing, it runs through a Certified Registered Agent with portal access; a company officer cannot lodge it directly. This guide assumes you already understand who qualifies as a beneficial owner — for the full 25% test and the eleven Nature of Ownership options, see our RAK ICC UBO filing guide, and for the wider philosophy of keeping the register current after any change, our guide to the RAK ICC UBO register and the Add/Remove UBO Details service. Here we focus on the mechanics of this specific combined amendment. If you would rather hand it over, our team handles RAK ICC share transfers and corporate amendments end to end.

When Should You Combine a Share Transfer with a Director or Secretary Change?

Combine the two when the ownership change and the governance change are the same event. The clearest case is a buy-out: a shareholder who also sat on the board sells their shares and steps down at the same time, so the transfer and the director removal belong in one request. The mirror image is an incoming investor who takes both equity and a board seat on completion.

There is one judgement call worth making deliberately. Because the combined service produces a re-analysis of both the cap table and the board, it also produces a bigger, more involved request than either change on its own. Where the events are genuinely linked, that is a feature — everything moves together. Where they are coincidental, splitting them into a plain transfer of shares and a separate director change can be simpler to prepare and to correct. Either way, the beneficial ownership consequences have to be worked out on the post-change structure, which is the subject of the sections below.

How Do You Complete the Shareholder / Director / Secretary / UBO / POA Page?

Because this is an amendment rather than an incorporation, the Shareholder / Director / Secretary / UBO / POA page opens with every existing party already listed — individual shareholders, corporate shareholders, individual directors and secretaries, and any UBOs or authorised signatories. You edit that live picture rather than building it from scratch. Complete the Company Details page first; the parties page will not accept changes until it is filled.

The page offers the same set of buttons as a new incorporation — Add Individual Shareholder, Add Corporate Shareholder, Add Individual Director/Secretary, Add Corporate Director/Secretary, Add New UBO and Add New POA/Authorized Signatory — but here you are typically adding an incoming party or editing an existing one. Each individual record carries role tick boxes for Secretary, Board of Director, UBO and POA/Authorized Signatory, and ticking a role opens the block that role needs.

One person can hold several of these at once. RAK ICC’s own walkthrough shows a single incoming shareholder who is simultaneously ticked as Board of Director and UBO — capturing a director Start Date and, in the UBO block, a Nature of Ownership and the date they became a beneficial owner. Tick every role the person genuinely holds; each one drives a different downstream requirement, from a start date to a document upload. Save the record, and it joins the list with its ticks shown against each column.

How Do You Add a Director or Secretary Role and Its Start Date?

To appoint a director or secretary, tick Board of Director or Secretary on the person’s record and complete the Start Date that appears in the Director Information or Secretary Information block. The start date is the effective date of the appointment, and it is a required field — the role does not save cleanly without it.

This applies whether the person is brand new to the company or an existing shareholder taking on a board role for the first time. A shareholder who becomes a director simply has the Board of Director box ticked on their existing record, with a start date entered; you do not create a duplicate entry. Where the appointee is also a beneficial owner or an authorised signatory, tick those roles too and complete their blocks — a director who is also a UBO records both a director start date and a UBO “became such” date.

How Do You Remove a UBO, Director or POA Role Using an End Date?

To remove a role, click Edit against the person’s record, untick the role you are removing, and enter the End Date for that role. This is the detail that distinguishes an amendment from a formation: RAK ICC does not simply delete the role, it closes it with an end date, so the register carries a start-to-end history of who held what and when.

The end date is a genuine data point, not a formality. Removing a director captures the date they ceased to hold office; removing a UBO records the date they stopped being a beneficial owner — typically because a share transfer dropped them below 25% with no residual control. Set it to the effective date of the change, not the date you happen to be doing the filing, so the register reflects when control actually moved.

1. Open the record — click Edit against the shareholder, director or secretary whose role is ending.
2. Untick the role — remove the tick from UBO, Board of Director, Secretary or POA/Authorized Signatory as applicable.
3. Enter the End Date — the effective date the role ceased; this closes the role rather than erasing its history.
4. Save — the summary grid updates to show the role removed, and the record retains its start and end dates.

How Does the RAK ICC Share Transfer Details Page Work?

After the parties page, the combined service opens a dedicated Share Transfer Details page — the part that actually moves the shares. It lists the current shareholders with their Current Number of Shares and Proposed Number of Shares, alongside Treasury Shares and Unissued Shares rows, and a Joint Shareholder section for jointly held stock.

You record the movements through an Add / Manage Transfers control. Each transfer line captures who the shares move from and to, how many, and why.

Two mechanics catch people out. Shares can be transferred from Treasury or issued out of the Unissued pool, not only holder-to-holder, so the source of a transfer is not always another shareholder. And every line must leave the totals reconciling — the sum of Proposed Number of Shares has to add up against issued, treasury and unissued, or the page will not progress.

What Is the UBO Popup on the Share Transfer Details Page?

When you click Next on the Share Transfer Details page, RAK ICC shows a popup: “Please ensure that UBO Register is up to date in accordance with Regulation.” It is a compliance reminder, not a filing. Click OK to move on to the Document Upload page, or Cancel to stay on the page — useful if you need to go Back and adjust the UBO or POA details before proceeding.

RAK ICC ties the reminder to specific law: the obligation to keep the register current flows from UAE Federal Law No. 20 of 2018 on Anti-Money Laundering and Combating the Financing of Terrorism and the Financing of Illegal Organisations, and from Cabinet Decision No. 10 of 2019 concerning its implementation. In this combined service the reminder is especially apt, because a transfer plus a board change is exactly the kind of event most likely to move a beneficial owner. We cover the popup and the maintenance obligation in depth in our RAK ICC UBO register guide.

Which Documents Does This RAK ICC Service Require?

The Upload Documents page assembles itself from the roles and share movements you recorded, and this combined service asks for more than a simple UBO declaration. Alongside passports, a director or secretary needs a consent letter and address proof, and nominee or trust UBOs need proof of the nature of ownership.

Two requirements are specific to the officer side and worth preparing early. The consent letter is the incoming director’s or secretary’s written agreement to act, certified by your agent — not something you can improvise at submission. The address proof has a defined menu: a current utility bill, a local authority tax bill, a tenancy agreement, a residency certificate or a bank statement, certified, and showing the person’s current permanent residence. “Current” matters — a stale utility bill is a rejection risk, and gathering these before you start the request saves a stalled upload.

Does a Combined Transfer and Director Change Move Your UBOs?

Usually, but not always — and the answer comes from re-running the tests on the post-change structure, not from assuming that any transfer or board change automatically rewrites the register. A beneficial owner is added, removed or left in place depending on whether the combined change moves anyone across the 25% ownership or voting-rights line, or changes who can appoint the board or exercise control.

The trap to avoid is treating the board change as decisive on its own. Removing someone as a director does not remove them as a UBO if they still own 25% or more, and appointing a new director does not create a UBO unless that person meets an ownership or control test. Ownership and control are tested separately, then reflected on the register with the appropriate start or end dates.

What Does a RAK ICC Transfer of Shares with a Director Change Cost?

Because the combined service records two distinct changes, RAK ICC charges two registry line items. Its own Confirmation-page example shows RC-Change of info – Shareholders at AED 1,000.00 and RC-Change of info – Directors/Secretary at AED 500.00, each with AED 0.00 VAT, for a Total Cost of AED 1,500.00 debited from the agent’s portal wallet.

Treat those figures as illustrative — [VERIFY] the current amounts against RAK ICC’s published schedule of fees before relying on them, since registry pricing varies by service and is revised periodically. Note two things about the structure: the registry fees themselves carry no VAT in that example, but your Registered Agent’s service fee is a taxable supply in the UAE and will normally carry 5% VAT where the agent is VAT-registered; and because two changes are being made, you should expect a fee for each side rather than a single combined charge.

What Must You Do After the Transfer Completes?

A change of ownership updates the register and the board, but it does not change what the company is. A RAK ICC company remains a UAE-incorporated juridical person and a taxable person under Federal Decree-Law No. 47 of 2022 — a share transfer does not remove it from the corporate tax net, and its existing corporate tax registration stands. Corporate tax still applies at 0% up to AED 375,000 of taxable income and 9% above it.

Where revenue is at or below AED 3 million, Small Business Relief under Ministerial Decision 73 of 2023 may apply for tax periods ending on or before 31 December 2029 — elected annually, never backdated, and lost once the AED 3 million threshold is breached. A new controlling owner may want to revisit that election. Two things you can cross off, though: Economic Substance Regulations are abolished (Cabinet Decision No. 98 of 2024 ended ESR for financial years ending after 31 December 2022), so a transfer triggers no ESR notification; and 100% foreign ownership has been the mainland default since Federal Decree-Law No. 32 of 2021, so an incoming foreign buyer is not a reason to restructure.

The practical follow-through is short: confirm the UBO register reflects the end-dated and newly added parties, update the company’s AML file and goAML documentation if it carries out DNFBP activity, and make sure the new share register flows into the bookkeeping and accounting so the next corporate tax return is clean. Where the incoming owner needs treaty relief, consider a tax residency certificate.

Keep the two penalty regimes apart: the RAK ICC fine flows from beneficial-ownership rules and lands on the Registered Agent, while corporate tax penalties (Cabinet Decision 75/2023, as amended) and VAT penalties (Cabinet Decision 129/2025) land on the company. A share transfer is a UBO-register event first — it does not, by itself, create a corporate tax or VAT filing.

Key Terms on the RAK ICC Transfer-and-Director Screens

The combined service uses several fields that only appear once you are amending an existing company. Reading them correctly keeps the filing clean.