Ras Al Khaimah International Corporate Centre

Romi Sahai
07 December 2016

In 2015 plans to merge the Ras Al Khaimah International Company (RAKIC) and the Ras Al Khaimah Investment Authority Offshore company (RAKIA) were announced, and for the merged company registry to be governed by a new authority, the Ras Al Khaimah International Corporate Centre (RAKICC).

This plan was driven by a desire to create a consolidated registry embracing global best practice, thus ensuring Ras Al Khaimah remains relevant as an international financial centre in a changing global environment. In doing so, RAKICC worked with advisers associated with the successful creation of the Abu Dhabi Global Market, Abu Dhabi’s new onshore financial free zone.

Minerva has been a registered agent for RAKICs since 2011 and warmly welcomes the opportunity presented by continuing as a registered agent for the new RAKICC. In this brief, we cover some of the key features of the RAKICC and how RAKICs may commonly be used, however before doing so, it might be helpful to provide a little background.

The United Arab Emirates has always been keen to offer interesting alternatives to traditional offshore centres, capitalising on the UAE’s status as a tax-neutral safe haven in a region perceived by international investors as having potential instabilities. Such alternatives included the creation of a number of offshore/international business company registries supporting the work of a growing network of internationally focussed corporate service, banking, asset management, legal and accounting service providers having a presence in the UAE.

The attraction of the UAE as an international finance centre, together with its world class infrastructure and connectivity has resulted in approximately 25,000 companies active on the combined former registries that will form the basis of the new RAKICC Registry.

Key Features of the new RAKICC regulations:

  • A company may be limited by shares, guarantee, or be an unlimited company;
  • A  company limited by shares may also be registered as a ‘Segregated Portfolio Company’ or a ‘Restricted Purposes Company’;
  • The Register of Members will now be maintained by the Registrar;
  • A private register of beneficial ownership in excess of 5% will be maintained by the Registrar;
  • Joint ownership with right of survivorship is now permitted;
  • Shares may be redeemable, confer preferential rights or no rights to distributions, be issued with or without a par value and be fractional. Shares are freely transferable with statutory right of pre-emption no longer applying;
  • Bearer shares are now prohibited;
  • One or more companies may merge or consolidate with other RAKICC or outside companies;
  • Options for companies incorporated in other jurisdictions to continue as a company incorporated under the RAKICC Regulations subject to satisfying certain requirements;
  • Companies registered under the old regulations will have a transitional period until 31st December 2017 to re register under the new regulations and adopt a new memorandum & articles of association*;

 Common Uses:

The new regulations strengthen and expand the potential use of RAKICC registered companies which includes:

  • Investment holding within the UAE, including UAE based bank accounts, although excluded Dubai property (due to local familiarity and foreign document legalisation requirements, the RAKICC may be a more practical option over foreign offshore companies);
  • Structuring as the holding vehicle for regional trading companies or UAE free zone companies;
  • Undertaking international trading and associated transactions connected with the surrounding region (MENA, Africa, India) so as to benefit from the UAE’s expertise and reputation as a commercial trading centre and regional hub;
  • Using the new Segregated Portfolio Companies for joint venture arrangements, holding multiple regional assets where segregation is desirable, capital market or securitisation transactions.

 Key Restrictions:

As with other UAE offshore/international companies and the previous regulations, RAKICC companies will not be suitable in all situations, and certain restrictions should be considered before committing to the incorporation of RAKICC registered entity:

  • May not carry on business within the Ras Al Khaimah Free Zone;
  • May not carry out banking or insurance business;
  • Not possible to obtain a UAE residence visa or a dedicated office in the UAE directly through a RAKICC company;
  • Unable to obtain a tax residency certificate from the UAE Ministry of Finance, therefore unable to benefit from UAE’s extensive network of double taxation treaties.

The government of Ras Al Khaimah recently appointed Joe Moynihan, previously Director of Financial Services with the Government of Jersey as the CEO of RAKICC. Commenting on the new regulations, Joe Moynihan said:

“RAKICC is more than simply a merger of two former registries.  It has been setup to provide a registry that meets global standards which has resulted in new regulations. The new regulations have been independently assessed to ensure they meet the required standard. New standards has resulted in a smaller number of approved agents but agents of good quality whose business meet our higher standards.  There has been significant investment in the business which will continue to evolve to provide excellent quality services to our client base, maximising the value of our people and our IT. All of us at RAKICC are excited about the future of our business”.

Minerva has had an office in Dubai since 2009 from where it provides full company management and administration services.  We would be delighted to discuss any requirements you have in relation to these new developments

* Where Minerva provides full services to existing RAKIC and RAKIA registered companies it will be applying for re-registration under the new RAKICC regulations and preparing new memorandum and articles of association compliant  with the new regulations, allowing the Registry is issue a formal certificate of re-registration.

This document provides general information existing at the time of preparation. It is intended as a news update and Minerva Middle East DMCC neither assumes nor accepts any responsibility for any loss arising to any person acting or refraining from acting as a result of any material contained in this document. In incorporating any company, it is recommended professional advice be taken based on specific facts and circumstances.


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