DUBAI

RAS AL KHAIMAH FREE TRADE ZONE INTERNATIONAL COMPANIES

Ras Al Khaimah, one of seven emirates comprising the United Arab Emirates, became a member of the Federation in 1972. As is the practice with a number of emirates, Ras Al Khaimah, maintains a Free Trade Zone in which international business can be conducted free of local taxes and regulations.

In 2006 Ras Al Khaimah, as one of its various international initiatives, enacted the Ras Al Khaimah International Company Law which is based on the model of the successful international company regime of the British Virgin Islands.

SIGNIFICANT FEATURES

  • Minimum of one Shareholder, Director and Secretary.
  • Only registered shares are permitted.
  • Bearer shares are not permitted.
  • Shareholders have the option to choose a proper law (see below) to govern important aspects of company administration.
  • Company may own shares in other UAE companies or elsewhere.
  • Board meetings can be held anywhere in the world.
  • Accounting books, records and minutes may be kept wherever determined by the Directors.
  • Can maintain bank accounts in the UAE.
  • Purchase and ownership by the company of its own shares is permitted.
  • Statutory power to engage in any lawful activity.
  • Ability to trade in or own an interest in real property except in Dubai.
  • Incorporation procedures can be completed in five working days. Corporate documents are produced in English.
  • A corporation can continue as a RAKIC provided the laws of the jurisdiction of original incorporation expressly permit it to continue to another jurisdiction.
  • A corporate domicile can be changed to another jurisdiction.
Company Legislation                   Ras Al Khaimah Decree dated 7 June 2005
The Ras Al Khaimah Free Trade Zone International Companies Regulations 2006
NameEnd with “Limited” or “Incorporated”
Time to IncorporateFive Days
Possibility of MigrationYes
Tax RateNil
Shareholders
– Minimum
– Residency Requirements		One
No
Share Capital
– Minimum Authorised
– Minimum Issued
– Denomination		One
One Share
AED, US$, EUR, GBP (other currencies with approval)
Bearer SharesNot permitted
Redeemable SharesYes
Beneficial Ownership DisclosureNo public disclosure of information. Shareholder and Directors’ details provided to RAKFTZ
Directors
– Minimum Number
– Corporate Directors		One
Yes (Names of Directors disclosed to Registry)
Secretary
– Minimum Number
– Residency Requirements		One (Director may act as the Secretary)
No
Local Presence Requirements
– Directors
– Company Officers		No
No
Availability of Shelf CompaniesNo
MeetingsYes (Can be held anywhere in the world)
Annual General MeetingsYes
Annual AccountsYes (Accounts must be approved by the Directors and preserved for seven years)
Are Accounts FiledNo
Audit RequirementNo
Share Transfer DutyNil
Registered Office    RequiredYes
 Exchange Controls No
 Advantages
  • Zero taxes and duties
    • No Tax Information Exchange Agreement with any country
    • No public disclosure of information
    • Simple accounting requirements
    • Facility for company name reservation (up to 90 days)
    • Can do business in the UAE with appropriate licence
    • Beneficial owner has option to choose the applicable law governing internal governance
  • Legalisation of company documents not required when used within UAE
Disadvantages Cannot carry out:

  • Business with persons/entities in the Ras Al Khaimah Free Trade Zone or in the UAE except where permitted by Regulations;
  • Banking business or business as an insurance or reinsurance company, insurance agent or insurance broker, unless it is licenced under applicable UAE law and authorised to carry on that business.

CHOICE OF PROPER LAW

A unique feature of the company law is that it allows the Shareholders to select their choice of proper law (e.g. BVI, Delaware) to decide matters concerning, among others, disputes between the Shareholders, the death of a Shareholder, any other matters to be specified. The choice of proper law must be cited in the Memorandum & Articles of Association.

STATUTORY FEES

The government incorporation fee is US$682, and annual licence fee is US$545.

SHARES

  • The minimum capital requirement of a RAKIC is 1 of any denomination.
  • The company may issue only registered shares and may create different classes of shares in one or more series having their own rights, privileges, restrictions and conditions specified.
  • Bearer shares are not permitted.
  • The Registered Agent must maintain the particulars of the beneficial owners of the company.

ADMINISTRATION

A Ras Al Khaimah International Company must have a Registered Agent in the UAE, and a Registered Office which must be maintained by the Registered Agent in the UAE to which all official communications and notices to the company must be addressed.

WINDING UP

The Regulations contain procedures for winding up of a company. We can assist companies to comply with the statutory liquidation requirements.

STRIKING OFF THE COMPANY FROM REGISTER

The Registrar may strike off a company from the Register under the following circumstances by giving one month notice if the Registrar has reason to believe that a company is/has:

  • Not carrying on business or is not in operation.
  • Acting in contravention of the Regulations.
  • Conducting itself in a manner that is prejudicial to the interests of the Ras Al Khaimah authorities.
  • Failed to pay any fees required under the Regulations.