Ras Al Khaimah is a rapidly developing city and emirate, located against the setting of the Al Hajar Mountain Range, in the north of the United Arab Emirates.
The city’s government started an offshore facility in September 2006, which is regulated by the Ras Al Khaimah Free Trade Zone Authority International Companies Regulations 2006. Some of the features of this regulation include as below:
The RAFKTZ International Company Regulations do not require local shareholding in a company, hence allowing 100% foreign ownership, which is unlike the legislation governing organizations in the UAE.
Although the UAE firms follow the country’s law, RAFTKTZ allows the International Company to choose the jurisdiction it prefers to apply for disputes, inheritance and other matters. It is necessary to mention the law in the Memorandum and Articles of Association.
RAFKTZ has set very less limitations on the activities of International Companies, enabling them to carry out assorted business activities.
Subject to the consent of each Emirates Real Estate Authorities or Land Departments, the International Company can buy real estate properties in the UAE. Although, International Companies are generally not allowed to do trade with UAE residents, the Authorities permit offshore firms to be the shareholders in both onshore and offshore UAE companies (local LLC companies).
A foreign company can have a bank account in the UAE to conduct routine operational transactions. It can also establish professional terms with accountants, legal consultants, management companies or similar other persons doing business within the UAE.
Documents of incorporation can be signed at the agent’s offices/ UAE associate without requiring to visit RAFKTZ.
The requisites of an offshore firm registered in the RAFKTZ include as below:
At least one shareholder is necessary. Corporate shareholders are allowed. Shareholders will fix the
Company’s capital structure Whilst there are no minimum share capital requirements, each share must have a par value of AED 1,000.
Bearer shares are prohibited. Only registered shares are allowed and are to be paid in full at the time of allotment. Every company shall record minutes of all general meetings and other proceedings.
Members’ registration can be inspected by any member of the offshore company. Refusing the inspection will be an offence.
At least one director is required and corporate directors are allowed. Directors’ details are hidden for public view.
Every company is required to have a secretary. Director can also acquire this designation.
Restrictions on Name & Activity
Names must conclude with Incorporated or Limited. The following words and their related activities are prohibited for use:
Assurance, Bank, Building Society, Chamber of Commerce, Chartered, Co-operative, Fund, Imperial, Insurance, Municipal, Mutual Fund, Royal and Trust.
To abide by the local company law, the company MUST have a registered office address within the Free Zone. It must appoint an approved registered agent.
Registration of the International Company in RAK FTZ will take 2 days.
Every company must maintain accounting records, which need to be kept for 7 years from the date of their preparation. The directors must approve the accounts and one of them must sign it. The accounts are not required to be filed with RAKFTZ Authorities.
RAK FTZ IC is not taxed in the UAE.
RAK FTZ IC is not allowed to
- Do business (or provide services) with a customer /supplier based in the UAE
- Maintain a physical office in the UAE
- Sponsor UAE residence visas for shareholder/ employees / directors
Renewals for RAKFTZ-IC are carried out at every anniversary date of incorporation, failing which result in penalties.
If the company does not renew within 6 months from the due date of renewal, it will be removed from the companies’ register.
At every renewal, valid passport copy and recent utility bill as an address proof of director/shareholder are required as a part of enhanced due diligence. In case the shareholder is a corporate body, then latest incumbency certificate and aforementioned docs of directors would be required.