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RAK Offshore Company - Your Complete Guide

The flexible nature of RAK Offshore Companies limited by shares makes them ideal for a variety of international business purposes. Providing shareholder privacy, world-class regulations in line with international standards, no financial reporting requirements, a tax-free jurisdiction, and the ability to incorporate remotely without visiting RAK, makes this company license extremely attractive.

RAK Offshore Companies should not be confused with either RAK Free Zone Companies or any other UAE Free Zone Companies. In contrast, free zone companies are permitted to carry out business in the geographically defined economic zone where their license was issued; and, they enable their shareholders and employees to apply for residency in the UAE.

RAK Offshore Company - Overview

Minimum requirement: one shareholder, one director & one company secretary. The same individual may retain all three positions.

Corporate directors and shareholders allowed.

No public disclosure of the shareholders or beneficial owners.

Relatively quick and easy to setup - usually 5-10 working days.

Inexpensive to incorporate and maintain compared to other offshore jurisdictions.

Modern, world class regulations offering convenience and efficiency.

100% income tax, corporation tax and capital gain tax exemption.

100% ownership permitted (no need to local sponsors).

Unique ability to specify the laws of another jurisdiction.  We normally have the memorandum and articles writeen under English Common Law.

No filing requirements.

Robust compliance procedures.

Company documents are produced in English.

No requirement to visit the UAE during the incorporation.

RAK Offshore Company - Limitations

May no carry out their trade within the UAE.

Can not conduct regulated activities: banking, insurance, investments.

Do not have a commercial presence in the UAE.

Can not lease property in the UAE.

Can not obtain residence visas in the UAE.

RAK Offshore Company - Typical Uses

International Business Company

Flexible corporate vehicle to facilitate worldwide investments and global trade.

Holding Company

Flexible corporate vehicle to hold shares in subsidiary companies.

Holding Specific Assets

The underlying asset (e.g. real estate) may be indirectly sold as whole or in parts by selling the shares in the RAK ICC company, typically without needing to involve local notaries or land registries.

Joint Venture Company

Rights of the shareholders in the JV may be set out in the memorandum & articles and/or in a separate shareholders agreement.

Project Company

Vehicle to own and operate specific projects while reducing exposure of shareholders and liability.

Family Office

Private Vehicle to facilitate wealth management and asset protection, with limited disclosure obligations.

Segregated Portfolio Company

Segregated portfolios can insulate each asset from liability and permit the separation of ownership from management and control.

RAK Offshore Company: Legal Structure & Ownership

Legal Form

Legal Form RAK ICC Company Limited By Shares means the shareholders' liability is limited to the value of the capital they have invested for their shares.

Ownership

  • No restrictions on the number of shareholders

  • Shareholders can be individual and/or corporate

  • Shares may be held by more than one person, as joint owners, for succession purposes

  • Shareholders are not disclosed on the public register, but this information can be shared in the instance of a criminal investigation

  • The company may issue bonus shares, party paid shares or nil paid shares

  • Shareholders do not have to be physically present in the UAE

  • A shareholder can also hold the positions of director and company secretary

  • Share certificates must be signed by at least one director of the company.

Share Capital

  • No minimum capital requirement

  • The company may issue bonus shares, partly paid shares or nil paid shares

Directors

  • Minimum requirement for one director

  • Corporate directors are permitted, providing there is also an individual as a director

  • Directors do not have to be physically present in the UAE

  • Directors are disclosed on the public register

  • A director may also take on the positions of company secretary and shareholder

Company Secretary

  • The company secretary is not required to be physically present in the UAE

  • The company secretary is disclosed on the public register

Registered Agent

A Registered Agent is a requirement for setting up, maintaining and annually renewing the license of the offshore company. This cost is included in our business setup cost and subsequently in our annual license renewal cost.

Registered Address

A Registered Address is a requirement for the registration and duration of the offshore company. This cost is included in our company formation cost and subsequently in our annual license renewal cost.

RAK Offshore Company: Financial Reporting, Tax, Compliance & ESR

Financial Reporting

The annual financial reporting requirements for a RAK ICC Offshore Company are minimal. Whilst accounts should be maintained, there are no auditing or filing requirements.

A simple bookkeeping exercise with P&L account and balance sheet is suggested as a minimum for housekeeping purposes, but is not required to be evidenced. If you would like assistance in this area, we offer this as an additional service. Scan the QR code below and our team will be happy to assist you.

Tax Compliance

The UAE doesn not require RAK Offshore Companies to file any tax returns.

RAK is on the Organisation for Economic Co-operation and development (OECD) ‘white list’ for having exchange of information treaties.

Economic Substance Regulations (ESR)

The UAE's Economic Substance Regulations (ESR) apply in RAK ICC and require entities that carry out any 'Relevant Activities' (listed below), to have economic substance in the UAE in relation to these activities, and to comply with notification and return filing obligations. ALL RAK ICC entities, including those who are exempt, are required to file an economic substance annual notification.

The UAE's ESR require UAE mainland and free zone companies, and certain other business forms, that carry out any of the defined 'Relevant Activities' to maintain and demonstrate an adequate economic presence in the UAE relative to the activities they undertake.

ESR Relevant Activities

  • Banking

  • Insurance

  • Investment Fund Management

  • Lease - Finance

  • Headquarters

  • Shipping

  • Holding Company

  • Intellectual Property  (IP)

  • Distribution and Service Centre.

Offshore Bank Account Opening

Once your offshore company is incorporated, you can apply to open an offshore bank account and avail offshore banking facilities.

 

Requirements and conditions for opening offshore accounts varies from bank-to-bank, and are updated regularly to reflect the bank's own appetite for risk, whilst remaining compliant and being competitive. Likewise, the timescales for opening offshore accounts vary by bank due to their own internal due diligence procsses. It can take several weeks, and in some instances, several months. Offshore banking, similar to standard business banking, requires a certain amount of compliance and due diligence to reduce the opportunities for money laundering and financing of terrorism.

In general, offshore bank accounts with UAE banks are easier to open for RAK offshore companies because it avoids the requirement for expensive legalisation of documents. However, this is only an option for applicants who have an Emirates ID. For those who don't have an Emirates ID, opening an offshore bank account will need to be with one of the international banks instead.

Need help to open an offshore bank account? Gateway Group offers this as an additional service. Scan the QR code below to speak with one of our experts.

RAK Offshore Company: License Details

License Application

Upon receiving all of the necessary documents required to open a RAK Offshore Company, the application, review, approval and issuance of the Certificate of Incorporation usually takes approximately 5 -10 working days.

License Validity

RAK Offshore Company licenses are issued for a period of 12 months.

License Renewal

RAK Offshore Company licenses need to be renewed annually. Delays in renewing the license will incur additional late renewal fees.

License Cancellation

When the RAK Offshore Company license is no longer required, it is necessary to liquidate the company and apply for the cancellation of the license from the official registry.

Transfer of Ownership

To sell the company, the sale is conducted using a share transfer instrument to the new owner(s).

RAK Offshore Company - Information & Document Requirements for Incorporation

The following information and documents are required for each shareholder and director.

Full name

Registered address

Mobile number

Email adress

Passport copy (either notarized or presented to us for verification)

Utility bill: gas/electric/water/landline telephone, dated within the previous three (3) months.

The following information is needed regarding the company to be incorporated.

Company activities.

We can check the most suitable activities for your business before you get started.

Scan the QR code to send us a Whatsapp message.

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Company names.

Provide three (3) names for the company, in order of preference, with your preferred suffix: ‘Limited’, 'Ltd', 'Incorporated' or 'Inc'. 

RAK Offshore Company - What's Included in the Incorporation?

Complete RAK ICC Offshore Company Registration (for up to 3 individual shareholders).

All incorporation fees.

Company name check.

Memorandum and articles of association.

Certificate of incorporation.

Share certificate(s).

Register of Directors.

Registered agent.

Registered office for the first year.

Board Resolution for the first year.

Board Minutes for the first year.

Company stamp.

Choose Gateway Group for your offshore company formation

✔️ We are highly experienced in setting up RAK Offshore Companies. Our RAK-based business setup agent is here to remove the daunting processing of registering an offshore company.

✔️ We have the ability to setup your RAK Offshore Company electronically - eliminating the need to complete any paperwork.

✔️ Upon completion of your company registration, you will receive an electronic copy of your Certificate of Incorporation, confirming the existence and validity of your new company.

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