RAK ICC (Ras Al Khaimah, United Arab Emirates) *
We can help you incorporate in United Arab Emirates *
International Business Company (Company limited by shares)
The Ras Al Khaimah International Corporate Centre (RAK ICC) is a corporate registry located in the Emirate of Ras Al Khaimah in the United Arab Emirates (UAE), providing a modern platform for the registration and regulation of offshore companies. Since its formation in 2016, following the consolidation of earlier offshore regimes administered by RAK Free Trade Zone (RAKFTZ) and RAK Investment Authority (RAKIA), RAK ICC has become a central entity for international business incorporation in the UAE.
RAK ICC companies are governed by the RAK ICC Business Companies Regulations, a legislative framework designed to offer flexibility and legal clarity to international entrepreneurs, investors, and businesses operating across borders.
RAK ICC companies are primarily used as offshore entities, with restrictions on conducting business within the UAE mainland. These companies are not permitted to engage in commercial activity within the UAE but may hold assets and conduct operations internationally. They are often employed for purposes such as asset holding, international consulting, investment structuring, and wealth management.
Each RAK ICC company is a legal entity limited by shares. The structure accommodates various types of shares, which may differ in their rights concerning dividends, voting, and distributions upon liquidation. Share classes and their respective privileges must be clearly specified in the company’s memorandum and articles of association.
Only one shareholder is required for incorporation, and there is no mandated minimum share capital. At least one share must be issued, and shares can be issued at any value as determined by the company. Although shares are typically denominated in UAE dirhams (AED), the regulations do not impose rigid capital requirements, allowing significant flexibility in structuring ownership.
The governance of the company is overseen by a board of directors, who are responsible for managing the company’s affairs and making key decisions. Each RAK ICC company must have at least one director and one company secretary. These roles may be filled by the same individual or entity and do not require UAE residency.
RAK ICC companies are generally authorized to carry out a wide array of international activities. These include, but are not limited to:
- International trade and consulting
- Holding of shares or other investments
- Intellectual property ownership
- Asset protection and estate planning
- Ship management and ownership
- Property ownership abroad
However, RAK ICC companies are strictly prohibited from engaging in regulated financial services unless appropriately licensed. Activities not allowed include:
- Banking
- Insurance and reinsurance
- Fund management
- Collective investment schemes
- Trust or fiduciary services
Such activities fall under separate regulatory frameworks in the UAE and require appropriate authorization from the relevant financial authorities.
Effective from June 2023, the UAE introduced a federal corporate income tax regime applicable to most business entities, including RAK ICC companies. The tax is levied as follows:
- 0% on taxable income up to AED 375,000
- 9% on taxable income exceeding AED 375,000
Dividends and capital gains earned by a RAK ICC company from domestic or foreign subsidiaries may be exempt from taxation under certain conditions. These include:
- The holding of at least 5% equity (or AED 4 million acquisition cost) in the subsidiary
- A minimum holding period of 12 months
- The subsidiary being subject to at least 9% income tax in its jurisdiction
- Less than 50% of the subsidiary’s assets comprising non-qualifying holdings
If the company qualifies as a tax resident in a jurisdiction with a double taxation agreement (DTA) with the UAE, taxation is typically limited to income sourced from permanent establishments within the UAE.
Certain business activities undertaken by RAK ICC companies trigger economic substance obligations under UAE law. These include:
- Banking
- Insurance
- Lease-finance operations
- Fund management
- Distribution and service centre activities
- Headquarters operations
- Intellectual property businesses (limited to those generating standalone IP revenue)
- Shipping
- Pure equity holding companies
Entities engaged in these activities must demonstrate that their core income-generating activities are conducted in the UAE, that they are directed and managed from within the UAE, and that they maintain adequate physical presence and staff in the jurisdiction.
Pure equity holding companies are subject to a reduced test and may meet substance requirements by simply maintaining a registered office and engaging a registered agent, provided they conduct no commercial operations.
All RAK ICC companies must maintain a registered office and appoint a registered agent within the UAE. These functions are essential to ensure ongoing communication with the corporate registry and compliance with filing obligations.
Companies are required to keep proper accounting records reflecting their financial position and transactions. These records must be maintained for a minimum of five years. While there is no statutory requirement to have the financial statements audited, records must be sufficient to allow for the preparation of annual tax filings.
Companies subject to economic substance rules must file an annual Economic Substance Report and, where applicable, provide supporting documentation to demonstrate compliance.
Tax returns must be submitted within nine months of the end of the financial year. These filings must be supported by financial statements, although no audit is required under current regulations unless stipulated by the company’s own constitutional documents or shareholders.
RAK ICC companies are often chosen for international business structuring due to their confidentiality, ease of incorporation, and access to UAE’s network of tax treaties. Importantly, RAK ICC does not maintain a public register of shareholders or directors, preserving the privacy of company participants.
RAK ICC offers a well-regulated yet flexible offshore structure that serves various international purposes, from asset protection and investment holding to estate planning and intellectual property ownership. The framework provides for straightforward incorporation, minimal capital requirements, and robust confidentiality provisions, while also aligning with international standards on taxation and transparency.
Legal *
Country code – AE
Legal Basis – Although the legal code in UAE is based on Sharia and Civil Law, the Ras Al Khaimah International Corporate Centre is based on common law principles.
Legal framework – Ras Al Khaimah International Corporate Centre Business Companies Regulations 2016
Company form – International Company (Company limited by shares) (LTD)
Liability - The liability of a shareholder to the company is limited to any amount unpaid on a share held by the shareholder.
Business restrictions – International companies may not carry on business with persons in the Free Zone, carry on any other business which may, by regulations made by the Authority, be prohibited by the Authority, carry on banking business in the UAE or the Zone; or carry on business as an insurance or reinsurance company, insurance agent or insurance broker in the UAE or the Free Zone.
International companies may make or maintain professional contact with legal consultants, accountants, management companies or other similar persons carrying on business within the Free Trade Zone; maintain books and records within the Free Trade Zone, hold within the UAE Free Trade Zone meetings of its directors or members; hold a bank account in the RAK Free Trade Zone for the purpose of conducting its routine operational transactions; or hold assets in areas of the Free Zone designated by the Authority.
Share capital – There is no minimum share capital requirement. The memorandum of a Company Limited by Shares shall state the maximum number of shares that the company is authorized to issue or an unlimited number of shares; classes of shares that the company is authorized to issue and, if the company is authorized to issue two or more classes of shares, the rights, privileges, restrictions and conditions attaching to each class of shares.
A company may issue shares with and without par values. A share with par value may be issued in any currency. Issuance of fractional shares is also permitted. The company may issue bonus shares, partly paid shares or nil paid shares. Bearer shares are not permitted.
Shareholders – The company may be formed by a minimum of 1 shareholder, who can be an individual or a corporation, and may be non-resident. Details of the shareholders are not disclosed on a public file.
Directors – At least one director is required, who may be a natural person or a legal entity, and may be non-resident. Details of the directors are not disclosed on a public file.
Secretary – The appointment of a secretary is required, who can be either a legal or natural person and may be non-resident.
Registered Address – International companies shall at all times have a registered agent, who has been granted a license to provide registered agent services by RAK ICC. A company must have a registered office in the UAE, provided that if the company’s registered agent has an office in the UAE, the company’s registered office shall be the office of its registered agent; or outside the UAE only with the approval of the Registrar.
General Meeting – Annual general meetings are not mandatory, and can be held anywhere. Meetings can be held by telephone or other electronic means; alternatively, directors as well as shareholders may vote by proxy.
Electronic Signature – Permitted.
Re-domiciliation – A foreign entity can continue as a RAK ICC, and vice versa.
Compliance – International companies must submit a corporate tax return with the Federal Tax Authority together with unaudited financial statements within 9 months from financial year end.
International companies are subject to an annual government fee payable to the RAK ICC.
- Shareholders not disclosed *
- Directors not disclosed *
- Corporate shareholders permitted * *
- Corporate directors permitted * *
- Local director required * *
- Secretary required * *
- Local secretary required * *
- Annual general meetings required * *
- Redomiciliation permitted * *
- Electronic signature * *
- Annual return * *
- Audited accounts * *
- Audited accounts exemption * *
- Exchange controls * *
- Common law for corporate matters Base legal
- 1 Minimum shareholders *
- 1 Minimum directors *
- - Minimum issued capital *
- - Minimum paid up capital *
- USDAny Capital currency *
- Anywhere Location of annual general meeting *
- 2018 AEOI *
Taxes *
Tax Residency - Companies that are incorporated or otherwise formed or recognised under the laws of the UAE will be considered a resident person.
Companies incorporated overseas that are effectively managed and controlled in the UAE may also be deemed tax resident in the UAE.
Basis - Companies are subject to corporate tax on their worldwide income.
Tax Rate – UAE Companies are subject to tax as follows:
- 0%, for taxable income not exceeding AED 375,000;
- 9%, for taxable income exceeding AED 375,000;
- 15% for Multinational Enterprises (Groups with revenues over AED 3.15 billion)
Capital Gains - Capital gains from the disposal of capital assets are treated as ordinary income and subject to corporate taxes. Capital gains from the disposal of shares of portfolio companies are exempt from taxes as long as certain conditions are met (see below conditions for the tax exemption of dividends).
Dividends - Dividends from resident companies are generally exempt from corporate income tax. Dividends from foreign companies is exempt from tax if:
- the shareholding is at least 5%
- a 12-month uninterrupted holding period (or the intention to hold for 12 months) is in place
- the participation is subject to tax in its country or territory of residence at a rate that is not lower than 9%, and
- not more than 50% of the assets directly or indirectly owned by the participation consist of an ownership interest or entitlements that would not qualify for the participation exemption if these assets were held directly by the taxable person.
A shareholding of less than 5% may qualify for the exemption where the acquisition cost of the shares exceeds AED 4 million.
Withholding Taxes - There are no withholding taxes on payments of dividends, interests and royalties to nonresidents.
Foreign-Source Income - A company may elect to have profits from a foreign permanent establishment exempt from tax. Such exemption is available as long as such profits are subject to foreign taxes at a rate not less than 9% in the foreign jurisdiction. Losses, income, expenditure, and foreign tax credits in relation to the foreign permanent establishment will not be deductible for UAE tax purposes if the tax exemption is elected.
Anti-Avoidance Provisions - Transactions between related parties must comply with the arm’s-length principle. Transfer pricing documentation must be prepared if
- the taxable person is part of a multinational enterprise (MNE) group with a total consolidated group revenue of at least AED 3.15 billion in the relevant tax period, or
- the taxable person has revenues of at least AED 200 million or more in a relevant tax period.
VAT – VAT of 5% applies to sales of goods and services in the UAE, including the import of services and goods. The export of services is generally zero-rated.
Generally, services which are taxable if provided within UAE then the same needs to be considered as VATable if received from a service provider located outside of UAE (import of services) under reverse charge mechanism, meaning that the recipient of the service in the UAE must pay VAT for such service.
If a FZ company provides services from its place of business in the UAE to a person whose place of establishment or fixed establishment is outside the UAE, it becomes an export of service, and is generally exempt from VAT.
Other taxes – In U.A.E. there is no personal income tax, capital gains tax, real property tax, inheritance tax or estate duty, capital transfer tax, gifts tax or wealth tax.
There is a real property tax levied on the transfer of properties, at rates that vary from 2% to 4%, depending on the Emirate where the property is located. Some municipalities, e.g. Dubai, also levy an annual property tax on the assessed rental value of the property.
- Offshore Income Tax Exemption * *
- Offshore capital gains tax exemption * *
- Offshore dividends tax exemption * *
- CFC Rules * *
- Thin Capitalisation Rules * *
- Patent Box * *
- Tax Incentives & Credits * *
- Property Tax * *
- Wealth tax * *
- Estate inheritance tax * *
- Transfer tax * *
- Capital duties * *
- 9% Offshore Income Tax Rate *
- 9% Corporate Tax Rate *
- 0% Capital Gains Tax Rate *
- 0% Dividends Received *
- 0% Dividends Withholding Tax Rate *
- 0% Interests Withholding Tax Rate *
- 0% Royalties Withholding Tax Rate *
- 0 Losses carryback (years) *
- 0 Losses carryforward (years) *
- 0% Personal Income Tax Rate *
- 5% VAT Rate *
- 76 Tax Treaties *
Country details *
The United Arab Emirates is a former British protectorate and currently a federation of the Middle East, located to the east of the Arabian Peninsula. It borders Oman to the southeast, with the Persian Gulf to the north and Saudi Arabia to the west and south. It is composed of a hybrid monarchy consisting of 7 emirates, Abu Dhabi, Ajman, Dubai, Fujairah, Ras al Khaimah, and Umm al Qaywayn.
It has a population of 9 million. Its capital is Abu Dhabi, but the most populated and popular city is Dubai. Arabic and English are their official languages. The official currency is the United Arab Emirates Dirham (AED), pegged to the US dollar at an exchange rate of 3.67:1.
The Supreme Council, made up of each emirate Sheikhs, is the highest political decision-making body in the country. Although each Emirate retains a considered political, economic and judicial autonomy, with different rules and regulations.
The federation is one of the richest countries in the world, supported by a liberal and open economy with the eighth highest per capita income worldwide and a considerable annual trade surplus.
Having the seventh largest oil reserve in the world, its economy is clearly dependent on this commodity fluctuations. In recent years efforts have been made to diversify the economy, be less oil-dependent and develop sectors such as retail, financial and tourism.
A clear example of this strategy is the establishment of free zones to attract foreign capital to invigorate the private business sector.
The Ras Al Khaimah’s Free Zones are some of the most attractive areas to establish a business in UAE and one of the fastest growing business hubs. The emirate of Ras al Khaimah is in the northern part of the country, well connected by express roads, an approximately 1-hour drive from Dubai. One of the biggest advantages of RAK is that business and living costs are one of the most affordable in the country.
The area is comprised of four economic clusters, the business park for offices, the industrial park for heavy industries and warehousing, the technological park for trade and light manufacturing, and the academic area for educational organizations.