RAK ICC

RAK ICC Company Limited by Shares Explained

2026-01-14 · 7 min read · By Aureus Worldwide

The RAK ICC Company Limited by Shares is the workhorse of the RAK International Corporate Centre, the offshore vehicle most people mean when they talk about a RAK ICC "IBC". It is a company formed under the RAK ICC Business Companies Regulations in which each member's liability is capped at any unpaid amount on their shares, and it is designed for holding assets and international business rather than trading inside the UAE. This guide explains how a RAK ICC Company Limited by Shares is structured, who it suits, and the accounting, substance and tax duties that still apply even though it sits offshore.

What a RAK ICC Company Limited by Shares is

RAK ICC is the offshore corporate registry of Ras Al Khaimah, and the company limited by shares is its most common form of International Business Company. In this structure the company issues shares to its members, and those members are liable only for the amount, if any, unpaid on the shares they hold. The company is a separate legal person: it can own assets, hold shares in other entities, enter contracts and sue or be sued in its own name.

Crucially, it is a non-resident vehicle. A RAK ICC company cannot conduct business within the UAE mainland, cannot lease ordinary onshore commercial premises, and does not by itself grant residence visas. If you need to trade, employ staff locally or sponsor visas in the UAE, you need a free zone or mainland licence instead, see our RAK ICC offshore guide and the RAKEZ company setup guide for the onshore alternatives.

Key features at a glance

Because the registry updates its rules and fees periodically, treat the table as a general guide and confirm the current position with RAK ICC through your registered agent.

Who uses a company limited by shares

The company limited by shares is deliberately flexible, which is why it underpins so many offshore structures. It is typically used for:

• Holding shares in subsidiaries, joint ventures or operating companies in other jurisdictions
• International trading and invoicing conducted outside the UAE
• Investment holding, portfolios, private equity stakes and similar assets
• Intellectual property holding, where royalties and licences are managed centrally
• Real estate holding in designated areas, subject to the relevant approvals
• Acting as a special purpose vehicle within a larger group

For a deeper look at the holding use case specifically, see our note on the RAK ICC holding company vehicle.

Shares, capital and share classes

One reason the vehicle is so adaptable is the freedom it gives over share structure.

Capital and currency

There is generally no minimum paid-up capital requirement, and shares can usually be denominated in any major currency, which is convenient when the ultimate investors or assets are outside the UAE. Authorised and issued share capital are set out in the company's memorandum and articles of association.

Different classes of shares

A RAK ICC company limited by shares can typically create different classes of shares, for example, shares carrying different voting, dividend or capital rights. This is useful for joint ventures where partners contribute unequally, or for families who want to separate economic benefit from control. Rights attaching to each class are defined in the constitutional documents, so getting the drafting right at the outset matters.

Directors, shareholders and the registered agent

A RAK ICC company limited by shares can be formed with a single shareholder and a single director, and one person can hold both roles. Corporate shareholders and, in most cases, corporate directors are permitted, which allows a foundation, another company or a trustee to sit in the ownership chain.

What is not optional is the licensed registered agent. Offshore companies are formed and maintained only through an approved agent, who provides the registered office address, files with the registry, and keeps the statutory registers. The agent relationship is a continuing requirement, not a one-off at incorporation, a point we return to under ongoing administration.

Confidentiality and beneficial ownership

RAK ICC is often chosen for its privacy: the details of shareholders and directors are generally not placed on a public register that anyone can search. That said, privacy is not the same as secrecy. Under the UAE's beneficial ownership regime (Cabinet Decision 58 of 2020), companies must identify their ultimate beneficial owners and keep that information available to the registry and competent authorities. Banks and counterparties will also carry out their own know-your-customer and source-of-funds checks. In practice, the structure keeps ownership out of public view while remaining transparent to regulators, our UBO consulting team helps clients meet these obligations correctly.

Accounting, tax and substance obligations

Offshore does not mean obligation-free, and this is where careful planning pays off.

• Accounting records. A RAK ICC company is expected to keep accounting records that reflect its transactions and financial position and to retain them for the required period. Our accounting service keeps these in order.
• Corporate Tax. A RAK ICC company is incorporated in the UAE and is therefore generally a Resident Person for UAE Corporate Tax, offshore status is not an automatic exemption. Corporate Tax applies at 0% on taxable income up to AED 375,000 and 9% above that, subject to reliefs. Importantly, because RAK ICC is an offshore registry rather than a free zone, the Qualifying Free Zone Person 0% regime does not automatically apply. Assess registration and liability on the facts through our tax service.
• Economic substance. If the company carries on a "Relevant Activity", holding company business or IP business, for example, Economic Substance Regulations may apply. See our overview of ESR reporting.
• UBO reporting. Beneficial ownership information must be maintained and kept current.

Treating these obligations seriously is what keeps the company in good standing with banks, regulators and counterparties.

Setting one up and keeping it current

Forming a RAK ICC company limited by shares is usually quick once the registered agent holds your documents. The broad steps are:

1. Confirm the purpose, holding, international trade or structuring, so offshore is genuinely the right route.
2. Engage a licensed registered agent, who acts as your interface with the registry.
3. Reserve a compliant company name.
4. Decide the share structure, shareholders and directors (individual or corporate).
5. Prepare and submit documents, passports, proof of address and, for corporate members, attested corporate documents.
6. Adopt the memorandum and articles and receive the certificate of incorporation.
7. Arrange banking, which is usually the slower and more demanding step.

Thereafter the company must be renewed annually through the registered agent, with registers and UBO information kept up to date. Our company formation team works with registered agents to set this up correctly and keep it compliant.

Company limited by shares versus other RAK ICC vehicles

The company limited by shares is the default, but it is not the only option. Where liability needs to be limited by guarantee rather than shares, or where a special structure is required, RAK ICC offers alternatives. A Restricted Purposes Company suits bankruptcy-remote special purpose use; a Segregated Portfolio Company ring-fences assets and liabilities into separate cells; and a RAK ICC Foundation provides an ownerless vehicle for succession and asset protection. Choosing between them is a structuring decision, not just a form-filling exercise.

How Aureus Worldwide can help

Aureus Worldwide helps clients decide whether a RAK ICC Company Limited by Shares fits their objectives, and sets it up correctly through licensed registered agents via our company formation team. We then keep the books to a proper standard, assess Corporate Tax, economic substance and UBO exposure, and coordinate audit where a bank or counterparty requires it. Aureus is a Dubai-based accounting, tax and advisory firm, it is not a law firm and does not provide legal, trust or fiduciary advice, so we work alongside your legal counsel and registered agent and confirm the registry's changeable rules before you commit. To explore a structure, contact us.

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