RAK Offshore company formation

There’s no statutory minimum share capital at RAK ICC for a company limited by shares. Many agents default to a nominal amount (e.g., AED 1,000) for simplicity. You can issue bonus, partly paid, or nil‑paid shares if your structure needs them.

You need at least one director and one company secretary; corporate directors are allowed (ideally alongside one individual). There’s no public register of shareholders/UBOs, and privacy is high. Keep basic accounting records for at least 7 years. You don’t file annual financial statements with RAK ICC, but you renew the company, registered address, and registered agent service each year.

Government fees at RAK ICC are competitive. Your real spend is “fees + friction”: registered agent services, courier/legalization, and banking support. Here’s a practical, non‑marketing view for a straightforward case.

• Incorporation fees (government + agent): commonly USD 2,000–4,000 all‑in, depending on your agent’s scope, urgency, and whether you need nominee or bespoke drafting.
• Annual renewal: often USD 1,800–3,000, covering registry renewal, registered address, and registered agent.
• Extras you might need: certified true copies/legalization (USD 150–500), bank account assistance (USD 500–1,500), corporate tax registration support (pricing varies), compliance for complex UBO chains.

Cheap is expensive if banking fails. Pay for a consultant who understands your industry, can frame your “source of funds” narrative, and knows which banks actually like your risk profile.

Yes, the UAE has corporate tax now. And yes, it matters—even for an offshore company.

• Corporate tax (CT). As a rule of thumb in 2025, UAE‑incorporated entities—including RAK ICC—are within scope and generally must register for CT, even if they expect 0% tax. If you have no UAE‑source income and no business carried on in the UAE, your taxable base may be nil, but registration and basic record‑keeping still apply. Deadlines are tight—plan to register soon after incorporation. The standard rate is 0% up to AED 375,000, then 9% above. “Small Business Relief” can apply to eligible entities under AED 3 million revenue through 2026.
• Free zone vs offshore. Qualifying Free Zone Person (QFZP) benefits don’t apply to RAK ICC offshore entities. Don’t mix frameworks.
• TRC. Offshore companies are typically ineligible for a UAE Tax Residency Certificate for treaty relief. That’s normal; design your structure accordingly.
• ESR. If you carry on a “relevant activity” and earn relevant income, Economic Substance Regulations may trigger notification and substance requirements. Many pure holding companies still have light ESR obligations—don’t ignore the annual check.
• UBO/AML. Maintain and file Ultimate Beneficial Owner details as required. Keep your UBO register current and aligned with your bank KYC. Inconsistency is the fastest way to freeze an account.

When in doubt, get a written position from your consultant and align it with your bank’s compliance team. Surprises are the enemy of smooth operations.

UAE banks are careful with offshore entities. That’s not a bad thing; it’s a screening problem you can solve.

Narrative first. Prepare a short “bank pack”: what the company does, where clients/suppliers are, expected monthly volumes, counterparties by country, and your source of funds. Include contracts or LOIs if you have them.
Nexus matters. If you want a UAE account, show some UAE relevance: suppliers in JAFZA/RAKEZ, a board member resident in the UAE, or regional investment exposure. Expect in‑person signatory verification.
Alternatives. Many RAK ICC companies start with an EMI or fintech bank in the UK/EU, Switzerland, or Hong Kong for speed, then add a UAE account later. That’s fine—design cash management to match your risk and timeline.
A clean KYC and steady initial activity are better than chasing the “perfect” bank. You can always upgrade once you have history.

If you’re choosing between RAK ICC and other UAE options, match the tool to the job.

• RAK ICC (offshore): low setup cost, fast, private, no visas, no local office, international operations only. Flexible for holding, SPVs, IP, and cross‑border trade.
• JAFZA Offshore (Dubai): robust and Dubai‑centric. Historically favored for owning certain Dubai properties; approvals are still property‑specific. Requires at least two directors and an auditor for record‑keeping, which adds admin.
• Free zones (FTZ/FZE) like RAKEZ, RAK Maritime City (RAKMC), Dubai Media City, DIFC, ADGM: these are operating licenses with visas, offices (flexi‑desk or real), and the legal right to do business within the UAE free zone parameters. They can access QFZP rules in some cases. They cost more and require ongoing local compliance.
• Mainland (onshore UAE): best for selling directly in the domestic market, hiring locally, and winning government or big private contracts. Requires full commercial presence and VAT compliance.

If your business is actually “in” Dubai—media production in Dubai Media City, a fintech in DIFC/ADGM, or logistics in an FTZ—go free zone or mainland. If you need a pure, private, international holding or trading vehicle, RAK ICC is the surgical choice.

A RAK ICC offshore company is not a crypto trading license and not a shortcut to VARA or SCA permissions. Use it as a non‑UAE operating holdco for token treasury, IP ownership, or global SPV work—away from UAE onshore activity. For regulated crypto services, consider:

• Dubai (VARA): for virtual asset service providers. Good for exchanges, brokers, custodians targeting Dubai. Not an offshore license.
• ADGM (Abu Dhabi): established FSRA regime for crypto/virtual assets, institutional‑grade. Strong for fintech and Web3 firms.
• RAK Digital Assets Oasis (RAK DAO): a RAK free zone designed for digital assets and web3 projects. Don’t confuse RAK DAO with RAK ICC—they are different. RAK DAO offers visas and a freezone environment; RAK ICC is offshore and visa‑free.

About miners and hotspots (Helium, IoT “hotspot v2” chatter): running telecom equipment in the UAE requires local regulatory approvals. An offshore entity is not a shield. If your plan touches UAE spectrum or telecom networks, speak to a telecom lawyer first.

Keep it simple. One shareholder, one director, one secretary works for most cases (the same person can be all three). Add a corporate director only if you truly need it for governance. Use clear share classes; if you want vesting or special rights, place them in a shareholders’ agreement and ensure the Articles don’t contradict it.

Company documents arrive in English: Certificate of Incorporation, Memorandum & Articles, and certified registers if requested. Store them, plus certified IDs and address proofs, in one digital vault. When a bank or exchange asks, you respond in minutes—not weeks.

Trade, IP, and property: practical notes for 2025

International trade “off shore” is fine if the counterparties and deliveries are outside the UAE. If you need a UAE‑based warehouse, staff, or customer invoices, move the operating license into a freezone (FTZ/FZE) or mainland and keep RAK ICC as the holdco.

For IP, RAK ICC is a clean owner. Register your trademarks in the jurisdictions that matter; UAE registration is optional for a purely offshore model. License the IP to your operating subsidiaries at arm’s length with documentation you can defend.

For property, check approvals. Some emirates and developers allow RAK ICC ownership; others prefer JAFZA offshore or require free zone or onshore vehicles. Get written confirmation from the land department/developer before you wire deposits.

Your compliance calendar (so you never scramble)

• Within incorporation: appoint the registered agent and keep the registered address live. File UBO details per registry requirements.
• Within weeks: open your bank/EMI account and finalize your accounting ledger setup.
• Within months: register for UAE Corporate Tax unless your agent confirms a clear exemption in writing; diarize your first return deadline.
• Annually: renew the company, agent, and registered address; run an ESR check; update UBO if anything changes; refresh KYC packs for your banks.

Start with the end in mind: banking jurisdiction, counterparties by country, expected volumes, and your exit. That drives the right entity mix—RAK ICC holdco + free zone opco, or RAK ICC only.

Draft a one‑page “bank story” that ties source of wealth, business model, and initial invoices together. Pre‑clear real estate ownership with the developer and land department before incorporating if property is your primary asset. If your business is content, advertising, or production heavy, free zones like Dubai Media City may be a better operating base; keep RAK ICC as the silent owner.

Finally, budget for quality. Formation is the cheap part. The real value is a structure that banks, auditors, and—if you’re in web3—exchanges will actually approve. That’s how you turn a quick setup into a resilient business.