Nominee arrangements, corporate secretarial, foundation administration, and registered agent services in RAK ICC and the UAE free zones — delivered under the regulatory authority of a licensed TCSP.
Fiduciary services are the appointments in which Polaris holds a legal role inside your structure rather than advising on it from outside: nominee director, nominee shareholder, corporate secretary, councillor or guardian of a foundation, and registered agent and registered office. Each is a regulated activity. Article 3 of Cabinet Resolution No. (134) of 2025 lists acting as a director, secretary or nominee shareholder for clients, and providing a registered office or business address, as company-service activities, and Article 20 of Federal Decree by Law No. (10) of 2025 forbids anyone to carry them on without a licence or registration. We provide them under our RAKEZ services licence and our registration with the Ministry of Economy and Tourism, which supervises Trust and Company Service Providers. We do not offer trusts; where a client needs a succession or asset-holding vehicle we use a foundation.
A nominee arrangement gives continuity and a local officer; it does not give anonymity. Cabinet Resolution No. (134) of 2025 defines a nominee director as a person who performs management functions on the nominator’s instructions and a nominee shareholder as one who votes or receives dividends on them, and requires both to disclose their status and the identity of the person they represent to the company. Cabinet Decision No. (109) of 2023 then records the beneficial owner, the natural person with 25 per cent or more of the capital or votes through any chain, in a register filed with the registrar and updated within 15 days of a change. Bearer shares are prohibited. The two nominee pages explain the engagement terms, the signing protocol, the declaration of trust and the limits of what a nominee may be instructed to do.
Corporate secretarial work is the statutory calendar: general assemblies, resolutions and minutes, the register of partners or shareholders and the register of beneficial owners that every licensed company, including in the commercial free zones, must keep, confirmation statements and annual accounts in ADGM, licence renewals and data protection notifications in DIFC, and the filings each free zone requires. A named secretary is rarely compulsory outside public companies, but the duties exist regardless and the fines fall on the company and its officers.
Foundations are the vehicle we use for family wealth, succession and asset protection. ADGM describes the difference plainly: unlike trusts, foundations are incorporated as a legal entity with their own distinct legal personality, similar to companies but without shareholders. A foundation owns its assets in its own name, is run by a council under a charter and by-laws, may have a guardian, and cannot trade beyond what its purposes need. We establish and administer foundations in ADGM and the DIFC and act as councillor or guardian where wanted; the registered office in both centres is provided by a centre-licensed corporate service provider that we appoint and coordinate.
The registered agent role differs by registry. In RAK ICC it is statutory: Regulation 92 of the Business Companies Regulations 2018 requires a company to have a registered agent at all times, the registered office is the agent’s UAE office and may not be a PO box, and RAK ICC confirms that a company can be incorporated only through registered agents. Polaris is a certified RAK ICC agent. In DMCC, RAKEZ, IFZA, Ajman Free Zone, Masdar City and Dubai South there is no statutory agent of that kind; each authority accredits corporate service providers, and as an accredited agent we form companies there directly and handle renewals and filings. In ADGM, by contrast, a non-exempt SPV must appoint an ADGM-registered Company Service Provider, and the DIFC requires the same of a Prescribed Company; that is the role we appoint rather than fill.
Choosing is usually straightforward: a registered agent is compulsory for every RAK ICC company and foundation; a corporate secretary is what every entity needs whether or not the title is used; nominees are for owners who need a UAE-based officer or holder of record and accept full disclosure to the authorities; a foundation is for assets that must outlive their founder.
| Service | What Polaris does | Where | Governing rule |
|---|---|---|---|
| Nominee director | Sits on the board on the nominator’s documented instructions; signs within an agreed protocol | Free zone, mainland, RAK ICC; DIFC and ADGM boards | Cabinet Resolution No. (134) of 2025; disclosure to the company within 15 days under Cabinet Decision No. (109) of 2023 |
| Nominee shareholder | Holds shares as legal owner under a declaration of trust; beneficial owner stays on the register | Free zone, mainland, RAK ICC | Nominee shareholder defined in Cabinet Resolution No. (134) of 2025; bearer shares prohibited |
| Corporate secretary | Registers, resolutions, minutes, annual filings, renewals and notifications | DIFC, ADGM, free zones, mainland, RAK ICC | Beneficial owner and shareholder registers under Cabinet Decision No. (109) of 2023; each registrar’s filing rules |
| Foundations | Drafts charter and by-laws, establishes the foundation, acts as councillor or guardian, administers it | ADGM and DIFC; RAK ICC foundations | ADGM Foundations Regulations 2017; DIFC Foundations Law No. 3 of 2018 |
| Registered agent and office | Statutory agent and registered office for RAK ICC; accredited agent in six free zones | RAK ICC; DMCC, RAKEZ, IFZA, Ajman, Masdar City, Dubai South | RAK ICC Business Companies Regulations 2018, Regulations 91 and 92 |
Licensed, disclosed nominee directors for free zone, mainland, RAK ICC, DIFC and ADGM companies: engagement terms, signing protocol, reporting and the limits of instruction.
Nominee shareholdings under a declaration of trust with the beneficial owner recorded in the company’s registers and reported to the registrar as the law requires.
Statutory registers, resolutions, minutes, annual filings and renewals for DIFC, ADGM, free zone, mainland and RAK ICC entities.
ADGM and DIFC foundations for succession, asset protection and family holding; Polaris drafts, establishes and administers them and acts as councillor or guardian.
Registered agent and registered office for RAK ICC companies and foundations; accredited agent in DMCC, RAKEZ, IFZA, Ajman, Masdar City and Dubai South.
Answers drawn from the published rules of the UAE authorities and regulators. Each answer links to its official source. Last reviewed 5 November 2026.
Yes. Article 3 of Cabinet Resolution No. (134) of 2025, the Executive Regulations of the anti-money laundering law, lists among company-service activities acting or arranging for another person to act as a director, secretary or partner of a legal person; providing a registered office, business or correspondence address; and acting as nominee shareholder. Article 20 of Federal Decree by Law No. (10) of 2025 provides that no natural or legal person may engage in such activities without a licence, registration or enrolment from the competent or supervisory authority, and breach is a criminal offence. Polaris provides each of these services under its RAKEZ services licence and its registration with the Ministry of Economy and Tourism.
Sources: Ministry of Economy and Tourism — Cabinet Resolution No. (134) of 2025, Executive Regulations of Federal Decree by Law No. (10) of 2025 on Anti-Money Laundering; Ministry of Economy and Tourism — Federal Decree by Law No. (10) of 2025 Regarding Anti-Money Laundering, and Combating the Financing of Terrorism and Proliferation Financing (accessed 3 November 2026)
No. Cabinet Decision No. (109) of 2023 applies to every legal person licensed or registered in the UAE including the commercial free zones, and identifies the beneficial owner as the natural person who owns or controls 25 per cent or more of the capital or voting rights, directly or indirectly through a chain of ownership, or who controls the company by other means. That person is recorded in the company’s beneficial owner register, filed with the registrar and updated within 15 days of any change, whatever nominee sits on the board or holds the shares. The nominee is recorded too, with the identity of the person represented. Confidentiality is from the public, never from the authorities.
Source: Ministry of Economy and Tourism — Cabinet Decision No. (109) of 2023 on Regulating the Beneficial Owner Procedures (accessed 3 November 2026)
A foundation is an incorporated legal entity that owns its assets in its own name and is run by a council under a charter and by-laws, with an optional guardian. ADGM puts the distinction simply: unlike trusts, foundations are incorporated as a legal entity with their own distinct attributes and legal personality, similar to companies but without shareholders. That gives the founder a vehicle that can contract, hold title, continue after death and be understood by banks and registrars in civil-law countries. Polaris does not offer trusts in any jurisdiction. We establish and administer foundations in ADGM and the DIFC, act as councillor or guardian, and coordinate the centre-licensed provider that supplies the registered office.
Source: Abu Dhabi Global Market — Setting up with ADGM Frequently Asked Questions (FAQs) (accessed 3 November 2026)
Yes, at all times. Regulation 92 of the RAK ICC Business Companies Regulations 2018 requires a company to have a registered agent and permits only a person holding a current Certificate of Agent Registration to act; Regulation 91 requires a registered office in the UAE, which is the agent’s office and may not be a PO box. RAK ICC also confirms that a company can be incorporated only through registered agents and that, once the documents are submitted, an international business company is incorporated within two working days. The same applies to RAK ICC foundations. Polaris is a certified RAK ICC registered agent and provides the registered office from its Ras Al Khaimah head office.
Sources: RAK International Corporate Centre — RAK ICC Business Companies Regulations 2018; RAK International Corporate Centre — FAQs – New Incorporation (accessed 3 November 2026)
No. ADGM requires a non-exempt SPV incorporated on or after 12 July 2021 to appoint a Company Service Provider registered with ADGM, which also acts as its registered office provider, and the DIFC requires a Prescribed Company to appoint a DIFC-licensed Corporate Service Provider as its interface with the Registrar unless it is exempt. Polaris is not registered as a corporate service provider in either centre and has no registered-office address there. What we do in both is form the company, foundation or SPV, act as director, councillor or guardian where wanted, and run the secretarial and filing work, while a DIFC- or ADGM-registered provider that we appoint and coordinate on your behalf performs the registered-office function.
Sources: Abu Dhabi Global Market — Special Purpose Vehicles (SPVs); Dubai International Financial Centre — Establish a Special Purpose Vehicle (SPVs) in DIFC (accessed 3 November 2026)
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