Incorporation in the United Arab Emirates (UAE)

The company’s name must not be very similar to existing names unless they are affiliated or belonging in the same group. It may contain up to 100 characters and abbreviations, foreign characters and numbers are subject to extra approval. It must end with a word or abbreviation signifying a corporate body or limited liability, for example, “Limited” or “LTD” and “Incorporated” or “Inc.”.

The following words are prohibited: “Insurance”, “Reinsurance”, “Assurance”, “Bank” and any other words implying activity prohibited by the Law. There is also a prohibition for words which may be considered by the registry as misleading or confusing in their meaning and words deemed to have offensive or questionable meaning.

A RAK ICC offshore company is required to have a registered office which must be provided by registered agent authorised by the RAK ICC to provide this service.

One director is the minimum required, there is no requirement for them to be locals and there is no requirement regarding the place and frequency of the board meetings. Meetings may be held by telephone or other electronic methods of communication and the directors may vote by proxy.

Corporate entities or natural persons can be appointed as directors. The director and shareholder can be the same person. The directors’ details are not registered on the public record and cannot be accessed by the public, those details are only held by the company’s registered agent of the IBC.

The appointment of a secretary mandatory, there is no requirement for them to be locals and a corporate entity or a natural person can be appointed as secretary.

One shareholder is the minimum required, there is no requirement for them to be locals and corporate entities or natural persons can be appointed as shareholders. There is no requirement regarding the place and frequency of the shareholders meetings. Meetings may be held by telephone or other electronic methods of communication and the shareholders may vote by proxy.

The director and shareholder can be the same person. The shareholders details are not registered on the public record and cannot be accessed by the public; those details are only held by the registered agent of the company.

The beneficial owners’ details are not registered on the public record and cannot be accessed by the public; those details are only held by the registered agent of the company.

The company’s owners are free to determine any amount as the authorised share capital of the company and it can be denominated in any currency, though the amount of AED 10,000 is suggested. The authorised share capital must be determined at incorporation and is the maximum amount of capital that the company is authorised by its constitutional documents to draw from its shareholders, in exchange of the shares issued.

The company’s shares can be issued even if they are partially paid up. They can be issued with or without par value, at fractional value and with or without voting rights, preferential or common and may be issued in any currency. Bearer shares are not permitted.   

No requirement is imposed on minimum paid up capital at incorporation; this means that shareholders are not required to set a deadline as to when such capital must be paid up.

An offshore company in RAK ICC Company can be incorporated within 3-5 days.

Ready-made but unused companies are available in RAK ICC Company, in case you are in need of a quicker incorporation process.

It is prohibited for an offshore company in RAK ICC Company to have economic substance in the jurisdiction, this means that its income generating activity must be conducted anywhere else in the world.

The offshore company must keep accounting records that the directors deem to be required, about the company’s assets and liabilities to reflect accurately its financial situation. However, the offshore company is not required to file its accounting records, nor an annual tax return.  It is also not required that the accounting records are audited.

There is an exemption for the offshore companies which do not carry out business in the UAE and onshore companies registered in the Free Zones from any corporate or income tax concerning the company’s business and from any duty on all imports and exports on goods or services except to Gulf Cooperation Council countries. In addition, no tax is imposed on dividends, interest, royalties, revenues and rental or capital gains.  There is V.A.T. at 5% on most goods and services.