RAKIA Offshore Company Formation
The RAK Investment Authority (RAKIA) launched the International Business Company concept in January 2007 subjecting the IBCs formed under it to be regulated by the International Business Company Regulations 2006 – RAK Investment Authority.
RAK Offshore Company is an ideal solution for businesses that want to be registered in the United Arab Emirates, but do not intend to conduct any substantial business in the country, can opt for RAK FTZ´s International Registry Service. This service is particularly suitable for companies looking to minimize their overall tax liability, creating a company with a purely nominal equity investment, seeking asset protection or in need of establishing an exchange control trading vehicle.
- Minimized taxation
- Legal asset protection Personal Tax Reduction
- Protect Investments Maximize Profit, Minimize Tax Low cost of operation
Frequently asked Questions RAKIA
How many and which activities may RAK offshore company have?
RAK Offshore Company may have maximum 3 different activities.
Generally speaking the objects of a RAK Offshore Company may be:
- General Trading;
- Serving as an instrument for inheritance issues. etc
What activities are not permitted by a RAK offshore company?
RESTRICTION ON ACTIVITIES
23. (a) A company, established under these Regulations shall not:-
(I) carry on any business or activities prohibited by the Authority or any other applicable law of the Ras al Khaimah Emirate or the United Arab Emirates;
(II) enter into business in the United Arab Emirates as a bank, an insurance, a re-insurance company or broker, a trust company or any financial institution, unless it has received agreement from the RAK Investment Authority and from the other competent authorities of the United Arab Emirates to carry on its activities; or
(III) own an interest in real property situated in the United Arab Emirates except in zones specifically approved by the RAK Investment Authority.
(b) A company shall obtain the adequate license or authorization from the competent authorities in order to enter into contracts, conduct trade or other business activities, incur liabilities in relation with any transactions connected with natural or corporate bodies registered in the free zones or elsewhere in the United Arab Emirates.
The provisions of section 23 may not apply to the company if for the purpose of carrying on its business company:-
(a) retains the services of solicitors, auditors, management consultants established in the United Arab Emirates;
(b) holds a bank account with a financial institution based in the United Arab Emirates;
(c) Conduct prohibited business or activities under these Regulations outside the United Arab Emirates.
(Always check the wording first with M&P)
What Share Capital is required?
The Law does not require a specific amount nor does it provide a “standard share capital”. Generally an amount of Dhs 10.000,- (10 shares with share value of Dhs 1000) appears sufficient and acceptable to the Ras Al Khaimah Investment Authority (RAKIA).
The share capital has to be divided in shares of equal nominal value. The share capital may be agreed in Arab Emirates Dirhams (AED,) or United States Dollars (US$).
- What documents are required in case the Applicant(s) is/are individual(s);
- The Applicant has to submit the following documents;
- Passport copies of the shareholder(s) / members;
- Certificate of good standing of the shareholder(s) / members from their bank (bank statement may be required by the local bank in order to open a bank account in UAE);
- Documentary proof of the present (private) residence of the shareholder(s) / members;
- CV of the shareholder(s) / members;
- Power of Attorney of the shareholder(s) / members for M&P to execute the required actions for the formation of the RAKOC.
Where the Power of Attorney to M&P can be signed?
In Dubai the Power of Attorney can be signed in office of M&P.
It may also be signed in Notary Public at the Dubai Courts. Note: The U.A.E. Notary Public, who is accepting only Arabic or bi-lingual English/Arabic PoAs.
Abroad the documents may be signed in front of a Notary Public and legalized by the concerned authorities of that country up to the UAE Embassy and then in UAE by UAE Ministry of Foreign Affairs.
What documents are required in case the Applicant(s) is/are legal entity
The following documents are required from the Applicant Company:
Board Resolution of the Applicant Company for the formation of a RAK offshore company and a power of attorney for M&P to do the formation procedure (the draft will be provided by M&P) and to act as the RAK Offshore Company’s Registered Agent, English copy of the Applicant Company’s Articles of Association (M&P will verify the copy when the original is presented), Registration Certificate of the Applicant Company (excerpt from Commercial Register) (M&P will verify the copy when the original is presented).
After receiving all documents it may take from 2-5 days for completing the formation of the RAKOC, including but not limited to preparing and submitting the Application, negotiating details and signing the Articles of Association and to negotiate and/or comply with requests RAKIA may have (e.g. choosing another name for the RAKOC). (During this time RAKIA is also checking the background of each applicant).
Note: The share capital may be transferred after the formation and after the RAKOC has got its bank account.
Am I entitled to a resident visa as a Member / Shareholder and/or Director of a RAK Offshore Company ?
The Member / Shareholder and/or Director of a RAKOC is not entitled to obtain residence visa.
What Rule should I follow, when selecting the name of the RAK Offshore Company?
Three names should be given in order of priority.
The name of the RAK Offshore Company is governed by Clause 9-12 RAK Offshore Company Reg. Unless with the approval of the Registrar in writing the name shall not include the words “Bank”, “Trust Company” or “Trustee Company”, “Assurance” or ”Insurance”, “Chamber of Commerce”, ”Municipal” or “Municipality”, “Emirate” or “Emirates” or any other word which in the opinion of the Registrar may suggest As well as words of similar meaning, as well as any words that suggest patronage of or connection with any prominent persons or institutions or government or authority whether in the Ras Al Khaimah Investment Authority, the United Arab Emirates or elsewhere, where such patronage or connection does not exist.
As well as if the name is deemed to be offensive or objectionable by opinion of Registrar or it is identical or closely resembles the name of company already established under these regulations.The name of the company may end with the word “Limited” or “Ltd”.
Who is managing the RAK Offshore Company?
The RAKOC is managed by Board of Director(s) who will be authorized to make decisions (jointly or severally- please check when drafting Articles of Association and confirm which option would preferred). According to RAK Offshore Company Reg (Clause 70, 71) a RAKOC shall one or more persons appointed as Directors, who shall be natural persons or corporate bodies.
The data of the Director(s) have to be registered in the Register of the Director(s) of the RAKOC and kept up-to-date by the Registered Agent. The Registered Agent is requested by the Registrar to keep him/her advised of any changes in the number and identity of the Directors.
Does the RAK Offshore Company require a Secretary?
Yes. A Director may be appointed as Secretary. The Secretary has to be registered in the “Register of Directors and Secretary” of the RAKOC”, which is to be kept and updated by the Registered Agent. The Registered Agent is requested by the Registrar to keep him/her advised of any changes in the identity of the Secretary.
May I leave the signing of the formalities to Third Parties by giving them a Power of Attorney?
The Applications for Registration and the Articles of Association of the RAKOC are to be signed by each Incorporator in front of the Registered Agent.
Applicant may also give the Registered Agent power of attorney to represent him and sign the documents on his behalf.
Does the RAKOC require a Registered Office?
Yes, each RAKOC shall at all times have a Registered Office. (Clause 61 RAKOCReg.).
May I forward documents for the formation of the RAKOC to M&P by courier?
Yes, but please note: Deliveries by courier cannot be made to P.O. boxes. Street names and house numbers exist in the U.A.E., but generally are not used for delivery services. To delivery documents by courier efficiently, a contract person and a telephone number needs to be indicated with the order.
Which documents are generally required for opening a bank account in any of Dubai Banks (when the Shareholder/Member is the individual)?
- Articles of Association of RAKOC.
- Incorporation Certificate.
- In case of share division percentage of share capital and Directors are not mentioned in Articles of Association then Bank Letter of RAK Offshore Company issued by RAKIA.
- Passport of the Shareholder/Member .
- Passport of the Director and Secretary.
- Bank reference for each Director from their current bank (copy) and bank statement (by some banks).
Information and original signature sample are required for bank forms.
Bank representative might want to verify the originals.
Which documents are required for opening a bank account in any of Dubai Banks (when the Shareholder/Member is the legal entity)?
- Articles of Association of RAK Offshore Company.
- Incorporation Certificate.
- In case of share division percentage of share capital and Directors are not mentioned in Articles of Association then Bank.
- Registration Certificate of the foreign Shareholder/Member.
- Articles of Association of the Shareholder/Member.
- Board Resolution of the Shareholder/Member giving Power of Attorney to representative of the company (fully legalized, copy).
- Passport of the Shareholder/Member’s representative (copy).
- Passport of the Director and Secretary (copy).
- Beneficiaries information and documents may be required.
Information and original signature sample are required for bank forms
Bank representative might want to verify the originals.
What is the minimum age for the Director?
Minimum age is 21 years.
Which documents are required for registration, when the Shareholder/Member (Individual) is U.A.E. National?
Same documents as for individual incorporator generally.
Which document is accepted as Proof of Residence, when the Shareholder/Member is U.A.E. Resident?
- UAE Residence visa,
- ID Card
- utilities bill
How can the Member / Shareholder prove the ownership of the RAK Offshore Company ?
RAKIA will issue a Bank letter, which also contains information regarding authorized share capital and names of Directors and Secretary OR Registered Agent will issue Share Certificate and RAKIA will attest it).
How is the renewal of the RAKOC to be done?
The annual renewal of the RAKOC has to be done each year on the date of registration (one month grace period may be given by RAKIA). M&P is following up with you one month before due date and issuing the invoice for annual renewal. Upon payment M&P will prepare the renewal documents and submit them to RAKIA together with the payment.