RAK ICC company formation, and how to tell whether it is the wrong structure for you.

1. 01 Group holding company Owns the shares in your operating companies, UAE or foreign, and nothing else. Common

   Regulation 40(6)(f) expressly permits a RAK ICC company to hold ownership interests in a body corporate that carries on business in the Zone, and Regulation 40(6)(d) permits it to maintain a bank account in the Zone for the purpose of conducting its routine operational transactions. Neither is treated as carrying on business there. The holding company owns; the licensed subsidiary trades.

   • Ring-fences one subsidiary’s liabilities from another’s assets
   • Gives you one clean shareholder of record across several licences
   • Makes a future sale a share transfer at the holding tier rather than a licence transfer
   • UAE corporate tax has made group structure a live question — take advice on the participation exemption before you build the tier, not after
2. 02 Intellectual property holding Patents, trademarks, designs, know-how, licence and franchise agreements in one place. Advice-heavy

   Separating intellectual property from the trading entity that exploits it means the IP survives a trading failure and licensing can be centralised. It is a legitimate structure and I will build it. What I will not do is sell it as a tax device. Royalty and licence flows between related parties are among the most scrutinised items in international tax, they attract transfer-pricing analysis, and a holding company with no people and no functions is the weakest possible position from which to defend a margin.

   • If IP migration is the plan, it needs a tax adviser in the room before the entity exists
   • Get the assignment and licence documents drafted properly — a registry filing is not a chain of title
3. 03 Property holding — Dubai and Ras Al Khaimah Documented for two emirates. Anyone claiming more should show you the memorandum. Contested online

   The Dubai Land Department has recognised RAK ICC entities as registrable owners since a memorandum of understanding in July 2019, limited to designated freehold areas. RAK ICC signed a further memorandum with the Ras Al Khaimah Municipality Department, Land and Properties Sector, announced in April 2021, covering property in Ras Al Khaimah. The registry’s own 2026 fee schedule corroborates the mechanism: line 5.13, No Objection Certificate per property, AED 1,250.

   • Sale becomes a transfer of shares at the corporate level rather than a transfer of title
   • Succession over a UAE asset can be governed by the company’s constitution rather than left to default rules
   • Liability on the asset is isolated from your other interests
   • Abu Dhabi, Sharjah, Ajman, Umm Al Quwain and Fujairah: I have found no primary confirmation, so I do not claim it — check with that emirate’s land authority before you commit

   You will find a high-ranking comparison page stating flatly that a RAK ICC company cannot hold Dubai freehold. You will also find pages implying an offshore company can own property anywhere in the UAE. Both are wrong, and both errors cost real money.

4. 04 Joint venture and special-purpose vehicles A neutral jurisdiction for a shareholders’ agreement, with real cell and orphan structures available. Underused

   Two of the five company forms exist precisely for this. A Segregated Portfolio Company ring-fences assets and liabilities into separate portfolios, charged by the registry at AED 1,500 per portfolio and requiring the Registrar’s written approval under Regulation 140. A Restricted Purpose Company limits the entity to a narrow stated purpose under Regulations 8 and 10, which is what a securitisation or orphan SPV needs. Additional share classes are registrable at AED 1,750 for up to three classes, so preference and ordinary tiers can be built properly rather than bolted on with side letters.

   • Neutral ground where neither party wants the other’s home jurisdiction
   • Multiple share classes for a real cap table, not a two-line memorandum
   • Segregated portfolios where the whole point is that cell A cannot reach cell B
5. 05 Redomiciliation in from another offshore jurisdiction Move an existing company to RAK ICC and keep its corporate history. Rising

   The registry charges AED 3,250 for a transfer in by way of continuation, and AED 5,500 to transfer out again. Continuation preserves the company rather than replacing it, which matters when the entity holds contracts, bank relationships or a track record you do not want to restart.

   • Bearer shares must be converted to registered shares before a foreign company can continue into RAK ICC — Regulation 50(2). RAK ICC prohibits bearer shares outright under Regulation 50(1)
   • Urgent same-day processing does not apply to re-domiciliation, per Note 2 of the fee schedule — plan the timing rather than paying to rush it

Source: RAK ICC Fee Schedule, effective 01 January 2026, published by RAK International Corporate Centre. All amounts in AED and exclusive of any registered-agent professional fee. The registry’s own terms state that payment of fees alone does not constitute automatic approval or processing of an application, and that fees and charges are subject to change without prior notice. I update this table each January when the new schedule publishes; if you are reading this a long way from that date, ask me to confirm the line before you rely on it.

1. 01 UAE corporate tax — you are in scope, and registration is not optional Federal Decree-Law No. 47 of 2022. Registration is required regardless of income or profit. Live

   A RAK ICC company is incorporated in the UAE. That makes it a Resident Person under Article 11(3)(a), with worldwide income within the scope of the corporate tax regime. It is not “outside the UAE tax net”, whatever the older pages say.

   • 0% on taxable income up to AED 375,000, 9% above it
   • Registration with the Federal Tax Authority is required regardless of income or profit, and late registration attracts a fixed administrative penalty — a dormant holding company is not exempt from registering
   • Qualifying Free Zone Person status, and the 0% rate that goes with it, is not automatic and should not be assumed for a bare offshore company with no licence, premises, employees or operating expenditure
   • Small Business Relief is elective and time-limited — check whether it is available for your tax period rather than assuming it is permanent

   Tax positions are structure-specific and I am not your tax adviser. What I will do is make sure the entity is registered, the records exist, and you are having the conversation with a tax adviser before a deadline rather than after one.

2. 02 Economic Substance Regulations — discontinued Cabinet Decision No. 98 of 2024. If a “2026 guide” still lists annual ESR filings, it has not been updated in two years. Historic

   Cabinet Decision No. 98 of 2024 amended the Economic Substance framework so that it applies only to financial years ending on or before 31 December 2022. Businesses with financial years starting on or after 1 January 2023 no longer file an ESR notification or report. Obligations for the 2019 to 2022 financial years remain a live matter of historic exposure and are worth checking where they exist — but there is no ongoing annual ESR filing to sell you.

   If a provider is quoting you an annual fee for ESR filing, you are being charged for work that no longer applies to your financial year.

3. 03 Beneficial ownership — 60 days, then 15 days for every change Cabinet Decision No. 109 of 2023, with penalties under Cabinet Decision No. 132 of 2023. Live

   The company must maintain a Register of Beneficial Owners and a register of shareholders, file with the Registrar within 60 days of incorporation, and notify any change within 15 days. A change includes a single share transfer or an address change. Nominee arrangements are disclosable. A UAE-resident natural person must be named as the point of contact for the Registrar — the item nobody mentions until the file is already open. Your registered agent is separately required to keep a UBO register for every body corporate it acts for, together with copies of identity documents.

   The registry corroborates this in its own fee lines: a certified extract of the UBO, shareholder and director register costs AED 500, and adding or removing a UBO or nominee costs AED 250. The registry holds the data. “Anonymous” is false. “Not publicly disclosed” is true.

4. 04 CRS and FATCA — your bank reports to your home country The Common Reporting Standard has applied in the UAE since 1 January 2017. Live

   Most RAK ICC companies are Passive Non-Financial Entities rather than Financial Institutions, so the reporting is done by the bank, not by the company. The bank must obtain a self-certification, look through the entity to its Controlling Persons, and report to the Ministry of Finance for exchange with the jurisdiction where those persons are tax resident. The company’s obligation is to self-certify accurately and keep the certification current.

   Whatever offshore structuring was in 1998, banking secrecy is not what you are buying in 2026, and anyone implying otherwise is either careless or dishonest.

5. 05 Accounting records — no audit filing, but the records must exist Regulations 103 and 104, Business Companies Regulations 2018. Live

   Regulation 103(2) requires records and underlying documentation in a form sufficient “to show and explain the company’s transactions” and which “will, at any time, enable the financial position of the company to be determined with reasonable accuracy”. Regulation 103(1)(b) and Regulation 104(b) require them to be retained for at least five years. Breach is a contravention carrying a fine up to Level 3, AED 5,000.

   • The Regulations impose no statutory audit and no filing of financial statements with the registry for an ordinary IBC
   • If records are kept anywhere other than the agent’s office, Regulation 103(3) requires you to give the agent the physical address, the name of the person who owns or controls that place, and a written undertaking that the agent may access the records on demand without delay — updated within 14 days of any change
   • Regulation 262 requires an annual return within 30 days of each anniversary of incorporation, accompanied by the annual fee
   • UAE corporate tax carries its own, longer record-retention requirement; in practice that is now the binding one
6. 06 Anti-money-laundering — why the file is intrusive Your registered agent is a designated non-financial business for UAE AML purposes. That is not optional and it is not negotiable. Live

   This reaches you mainly through your agent. An agent’s anti-money-laundering obligations are why the Know Your Customer file is intrusive, why source of wealth is asked about in detail rather than ticked, why identity documents are re-collected on a cycle, and why “just use nominees” is not an answer anyone licensed will give you. The registry prices the consequence directly: enhanced due diligence on a high-risk case carries a differential price of AED 7,000.

   The UAE federal AML framework has been amended more than once in recent years. Rather than cite a decree number that may have been superseded by the time you read this, I will tell you which instruments apply to your file at the time we open it — and you should treat any page that cites a specific AML law without a date the same way.

Related reading on this site: setting up a family office in the UAE, financial advisory for startups, UAE edition, and automating WPS, VAT and trade-licence compliance.