RAKIA Offshore Companies are governed by RAK Investment Authority-International Business Companies Regulations 2006 within the Emirate of Ras Al Khaimah (which is one of the seven Emirates of United Arab Emirates)
RAKIA Offshore Company (“the Company”) is set up when a registered agent submits an application for incorporation, completed in all respects, to the Registrar.
On registration of the Memorandum & Articles, the Registrar issues a certificate of incorporation and the Company acquires legal personality and can enter into contracts in its own name.
The name of the Company can end with “Limited”, “Incorporated”, “Corporation”, “GMBH”, “SA” etc.
The name shall not include the words like “Bank”, “Trust Company”, “Trustee Company”, “Assurance”, “Insurance”, “Chamber of Commerce”, “Municipal”, “Municipality”, “Emirate” or “Emirates” or any other word which in the opinion of the Registrar is not acceptable.
The Company shall not
- carry on any business or activities prohibited by the Authority or any other applicable laws of RAK or UAE
- enter into business in the UAE as a bank, insurance or re-insurance or broker or trust company or any financial institution unless approval has been received from the Authority.
- own interest in real property in UAE except in zones specifically approved by the Authority
The Company shall not carry on any business in or with residents of UAE unless appropriate licence has been obtained (In short, offshore activities are permitted).
Following activities are not prohibited
- retaining the services of solicitors, auditors and management consultants in UAE
- holding a bank account with financial institution in UAE
- conduct prohibited business or activities under these regulation outside UAE
Every Company must have a Registered Agent licensed by the Authority, and the address of the Registered Agent shall be the registered office address of the Company. There is no physical office and visa issued for the Company.
Authorised capital can be in more than one currency. Shares may be of different classes but the Company shall not issue bearer shares.
Minimum no of shareholder –one. Meeting of members may be called by the Directors at such times as may be decided by them. Members holding 33% voting may also call for a meeting of members. Every member shall have one vote for one share and all shares shall be of same class (unless the Memorandum provides otherwise).
The Company shall be managed by a Board of Directors of one or more persons. Board has all the powers not reserved to the members. Meetings may be held in such manner as may be decided by the Directors (including telephonic/electronic meeting where all the Directors are able to hear).
The Company shall have a Secretary.
A Company shall keep such accounting records as deemed necessary by the Directors. Proper books of account shall be maintained by the Company so as enable the Company to prepare its profit and loss account and balance sheet for circulating to the members for every financial year, and each financial year shall not exceed 12 months. Books shall be available for inspection by its directors. Such records shall be maintained with reasonable accuracy at intervals not exceeding 3 months. Directors shall be subject to penalty for non-compliance. Audit is not required.
Minutes of the meeting of directors and members, and copies of resolutions of directors and members shall be kept at the registered office of the Company.
For individual Shareholder/Director, following documents are needed:
- Passport copy
- Bank Reference in original
- Proof of Residence in original (e.g. utility bill such water, gas, electricity etc.)
Application forms and consent letters for directors/secretary need to be signed before us as the registered Agent. If signed abroad, we need specimen signature attested by notary public or advocate or chartered accountant.
For corporate shareholder, following documents are needed:
- Memorandum & Articles of Association
- Certificate of incorporation
- Certificate of incumbency
- Board resolution and power of attorney
All the above documents will need to be notarised. For directors see documents required in the preceding para 15.
Application forms and consent letters for directors/secretary need to be signed before us as the registered agent. If signed abroad, we need specimen signature attested by notary public or advocate or chartered accountant.