RAK ICC Liquidation: How to Voluntarily Wind Up Your Company

RAK ICC liquidation is the formal way to close a RAK International Corporate Centre (RAK ICC) company — winding up its affairs and then dissolving it under the RAK ICC Business Companies Regulations 2018. There are two routes: a voluntary liquidation for a solvent company that has simply ceased trading, and a creditors' liquidation for a company that cannot pay its debts. This guide focuses on the voluntary route most RAK ICC owners use, walks through the documents and regulations involved, and explains the Corporate Tax steps you must take before the company is struck off. Every filing is made through your Registered Agent; if you would rather hand it over, our company services team manages RAK ICC closures end to end.

What is RAK ICC liquidation, and when do you need it?

Liquidation is how a company is formally brought to an end. Rather than leaving a RAK ICC company dormant — where it continues to accrue renewal and compliance obligations — liquidation winds up its affairs, deals with any assets and liabilities, and results in the company being dissolved so it no longer legally exists. You would liquidate when the company has served its purpose, a project or holding structure has ended, or you are consolidating entities and no longer need it.

Which route you take depends entirely on one thing: whether the company can pay its debts. A solvent company uses a voluntary liquidation; an insolvent one must use a creditors' liquidation. Everything else in this checklist follows from that distinction.

Voluntary vs creditors' liquidation: which route applies?

Both routes exist under the same Regulations, but they are triggered by very different circumstances. The directors' honest assessment of solvency decides which one you are in.

The core documents for a voluntary RAK ICC liquidation

A voluntary liquidation runs on four core documents, each tied to a specific regulation and template. Your Registered Agent prepares and certifies them before filing.

If the liquidator changes during the process, additional filings apply: a notice of resignation (Regulation 211), a court order for removal (Regulation 214), the appointment of a replacement liquidator (Regulation 215), or a court order terminating the liquidation (Regulation 218).

The declaration of solvency: the gateway to a voluntary liquidation

The single most important document is the declaration of solvency (Annexure 2, under Regulation 204(1)(a)). The directors, after making full enquiry into the company's affairs, declare that:

• the company is and will continue to be able to discharge, pay or provide for its debts as they fall due; and
• the value of the company's assets equals or exceeds its liabilities.

The shareholders' resolution then formally accepts this declaration before appointing the liquidator. Because the whole voluntary route depends on it, the declaration is a serious certification rather than a formality.

What goes into the liquidation plan?

The liquidation plan (Annexure 3, under Regulation 204(1)(b)) is the roadmap for the winding up. A typical plan records that:

• the company, although solvent, has ceased business and intends to wind up and dissolve;
• the winding up is estimated to take approximately 30 days;
• the company can continue to pay its debts as they fall due;
• a named voluntary liquidator is appointed and may receive remuneration;
• the liquidator may carry on the business only where necessary or in the best interests of creditors or shareholders;
• whether the liquidator must send shareholders a statement of account; and
• how registered charges are handled.

On charges, the plan states one of two things. If there are none, it simply confirms the company has no charges registered over its assets or property. If there are charges, a release deed is submitted to the Registrar for their satisfaction (Section 204(b)(vi)), and a no-objection from the chargeholder is furnished to the Registrar (Section 204(b)(vii)).

Appointing (and changing) the voluntary liquidator

The voluntary liquidator is appointed by the shareholders' resolution, and the director appoints the liquidator under the provisions of Regulation 205(2). Critically, the person appointed must not be disqualified under Regulation 205(6). The liquidator then takes over the winding up: settling the company's affairs, dealing with assets and liabilities, and ultimately filing the statement that the liquidation is complete.

When a liquidation becomes a creditors' liquidation

If it emerges that the company cannot pay its debts, a voluntary liquidation is converted into a creditors' liquidation. This is a distinct, regulated path with its own filings.

Completing the liquidation and dissolving the company

A voluntary liquidation ends when the liquidator files a statement that the liquidation has been completed (Regulation 219); a creditors' liquidation ends with a completion statement and an account of the liquidation (Regulation 232). Once accepted, RAK ICC dissolves the company and it ceases to exist. Two practical points apply throughout: all fees are non-refundable and may be revised by RAK ICC, and the Registrar can call for additional documents at any time. Your Registered Agent must also meet its obligations under Regulation 26 of the RAK ICC Registered Agent Regulations 2018 and UAE anti-money-laundering law, which is why full, accurate information is essential.

How to liquidate a RAK ICC company (step by step)

Here is the order a voluntary RAK ICC liquidation typically runs, from confirming solvency to a dissolved company:

1. Confirm the company is solvent and has ceased business — The directors make full enquiry into the company's affairs. A voluntary liquidation is only available if the company can pay its debts as they fall due and its assets equal or exceed its liabilities; if it cannot, it must follow the creditors' liquidation route instead.
2. Close the company's bank accounts — Close any UAE or overseas bank accounts held in the company's name, so the shareholder resolution can ratify that no account is open, or that the account has been closed.
3. Prepare the declaration of solvency and liquidation plan — The directors sign the declaration of solvency (Regulation 204(1)(a)). The liquidation plan (Regulation 204(1)(b)) sets out that the company has ceased business, an estimated wind-up of around 30 days, the appointed liquidator, and how any registered charges are dealt with.
4. Pass the shareholder resolution and appoint the liquidator — The shareholders resolve to wind up the company, accept the declaration of solvency, approve the liquidation plan and appoint a voluntary liquidator who is not disqualified (Regulation 205).
5. Settle liabilities, charges and UAE Corporate Tax — Pay or provide for the company's debts; where there are registered charges, submit the release deed and the chargeholder's no-objection to the Registrar. Deregister for UAE Corporate Tax and file the final return before dissolution [VERIFY].
6. File the completion statement and dissolve — The liquidator files the statement that the voluntary liquidation has been completed (Regulation 219). RAK ICC then dissolves the company, bringing its legal existence to an end.

Corporate Tax and final obligations before you close

Liquidation ends the company, but it does not erase the obligations it built up while it existed. A RAK ICC company is a UAE-incorporated juridical person and a Taxable Person for UAE Corporate Tax, so before it is dissolved you should file its final Corporate Tax return, pay or provide for any Corporate Tax due, and apply to deregister for Corporate Tax with the FTA within the required period.

Where the company was in scope for anti-money-laundering rules, make sure your AML compliance filings are also closed out. Our team can run the tax, accounting and closure steps in parallel with the liquidation so the company is dissolved with nothing left open.