Behind the two financial centres that dominate the headlines — DIFC and ADGM — the United Arab Emirates runs a third corporate jurisdiction that quietly does an enormous share of the work: the RAK International Corporate Centre, universally known as RAK ICC. It is the company registry of Ras Al Khaimah, the northernmost of the seven emirates, and it has become one of the most widely used vehicles for international corporate structuring in the Gulf. For holding companies, special-purpose vehicles, family structures and cross-border investment, a RAK ICC company is very often the quiet workhorse at the centre of the design.
RAK ICC is also widely misunderstood — described loosely as "an offshore company," with all the imprecision that phrase carries. This article is the first in a series Polaris is publishing on RAK ICC, and it is the foundational one: what RAK ICC actually is, the common-law framework it runs on, the types of company and entity it offers, what those entities may and may not do, how they are taxed, and the uses they are built for. Later articles will go deeper on individual structures; this is the map of the territory.
What RAK ICC is
RAK ICC is a corporate registry — an authority that incorporates, registers and administers companies — established by Emiri Decree No. 12 of 2015, as amended by Decree No. 4 of 2016. It was created by consolidating two pre-existing Ras Al Khaimah registries: RAK International Companies, formerly operated under the RAK Free Trade Zone, and RAK Offshore, formerly operated under the RAK Investment Authority. Bringing the two together under a single modern authority gave Ras Al Khaimah one consolidated, well-governed home for international companies. It is worth being precise about what RAK ICC is not: it is not a free zone in the trading sense, and a RAK ICC company is not a licence to operate a shop or a staffed office in the UAE. RAK ICC registers companies whose purpose is to hold assets and to do business internationally.
A common-law framework — with a courts opt-in
The substantive rulebook for RAK ICC companies is the RAK ICC Business Companies Regulations 2018, a modern instrument drafted on common-law principles and broadly familiar to anyone who has worked with the international-company regimes of established common-law jurisdictions. That common-law character is one reason RAK ICC is comfortable for international advisers and counterparties: the concepts — shares, directors, members, charges, continuation — behave as a common-law practitioner expects them to.
The feature that genuinely distinguishes RAK ICC, though, is dispute resolution. A RAK ICC company is not confined to the local courts. Under arrangements RAK ICC has established with the UAE's two common-law financial centres, a RAK ICC company can elect — in its constitutional documents or in its contracts — to have disputes determined by the DIFC Courts or the ADGM Courts, both English-language common-law courts, rather than by the onshore courts. The memorandum of understanding with ADGM and the ADGM Courts was signed in November 2017, and a parallel route exists to the DIFC Courts. The practical effect is significant: a low-cost RAK ICC structure can be paired with the dispute-resolution forum of a top-tier financial centre — an option no classic offshore registry can offer from within the same country.
The company and entity types
RAK ICC is not a single product. The Business Companies Regulations provide a menu of structures, and choosing the right one is the first real decision in any RAK ICC engagement. The table below sets out the principal types.
| Type | What it is | Typical use |
|---|---|---|
| Company Limited by Shares (CLS) | The standard international business company; member liability limited to unpaid share capital | Holding, investment, international trade — the default choice |
| Segregated Portfolio Company (SPC) | One legal entity divided into ring-fenced portfolios, or cells | Isolating assets and liabilities by portfolio; fund-style structures |
| Company Limited by Guarantee (CLG) | Members guarantee a fixed amount; no share capital required | Non-profits, clubs and associations; shared-property management |
| Unlimited Company | A company whose members' liability is not limited | Niche structures where unlimited liability is acceptable or desired |
| Restricted Purpose Company | A company whose objects are confined to a single, stated purpose | Securitisation and special-purpose financing |
| RAK ICC Foundation | An ownerless legal entity governed by a charter and by-laws | Succession, estate planning and asset protection |
What a RAK ICC company can — and cannot — do
The single most important operating rule is also the most often misunderstood. A RAK ICC company may carry on active business internationally — international trade, consultancy, investment, the holding and licensing of intellectual property, the ownership of ships and aircraft, and acting as a holding company for assets and subsidiaries anywhere in the world. What it may not do is conduct commercial business onshore within the UAE mainland; for that, a mainland or free-zone licence is required. It can, however, hold UAE assets — including, importantly, real estate in designated areas and the shares of UAE companies — and it can hold UAE bank accounts. A registered agent in the UAE is mandatory, and the company's records are kept private rather than placed on a public register. That combination — international operating capacity, UAE asset-holding capacity, confidentiality, and a registered-agent requirement that keeps the structure properly administered — is what defines the RAK ICC proposition.
Related Insights
DIFC opens its Prescribed Company regime to all — and puts the service provider at its centreThe DIFC Prescribed Company regime, the 2024 Regulations and the 2026 consultation — the onshore common-law alternative.DIFC vs ADGM in 2026: The Updated Comparison for Entity FormationThe two common-law financial centres whose courts a RAK ICC company can elect — compared.Trusts vs Foundations in the UAE: When to Use Each and Where to IncorporateHow foundations work, and when each vehicle is the right one for succession and wealth planning.RAK ICC Foundations: the wealth and succession layer
Alongside companies, RAK ICC offers Foundations, governed by the RAK ICC Foundations Regulations 2019 and refined by subsequent amendments. A foundation is a different kind of legal animal from a company. It is ownerless: it has no shares and no shareholders. Instead it holds assets in its own name, is brought into being by a founder, is run by a council, and may have a guardian overseeing it — all for the benefit of named beneficiaries or a defined purpose, under a charter and a set of by-laws.
That ownerless quality is precisely what makes the foundation a succession and asset-protection instrument. Assets placed into a foundation are no longer owned by the founder personally, which can place them outside the reach of future personal claims and, importantly, outside the forced-heirship rules that apply in many jurisdictions — allowing a family to determine how wealth passes between generations on its own terms. A common and effective design pairs a RAK ICC Foundation at the apex of a structure with RAK ICC companies beneath it as the holding layers for individual assets. A later article in this series will examine RAK ICC Foundations in full.
Holding UAE real estate through RAK ICC
One of the most practical uses of a RAK ICC entity is to hold UAE real estate. RAK ICC has a memorandum of understanding with the Ras Al Khaimah authority responsible for land and property, allowing investors to purchase and register property in the emirate in the name of a RAK ICC structure; and RAK ICC entities can hold property in designated freehold areas of Dubai as well. Holding real estate through a company or a foundation rather than in a personal name has real consequences: it can simplify the eventual transfer of the asset, because shares or foundation interests move while the title itself does not; it can consolidate several properties under one structure; and, with a foundation, it can build the property into a coherent succession plan rather than leaving it exposed to probate. These are structuring decisions with tax and regulatory dimensions, and they reward being designed deliberately.
Tax: a UAE company, not a tax haven
The word "offshore" attaches itself to RAK ICC and creates a persistent misconception. A RAK ICC company is a UAE company. It is incorporated in the UAE, and it sits within the scope of the UAE Corporate Tax regime introduced in 2023. It is not, by virtue of being a RAK ICC company, exempt from tax. The "offshore" label describes the company's activity perimeter — international rather than UAE-mainland business — not a tax status.
In practice, a genuine holding company often bears little or no corporate tax, because dividends and gains on the disposal of qualifying shareholdings can fall within the participation exemption, and a small business below the relevant threshold may have access to Small Business Relief. But that is an outcome of how the company's income is characterised under the law — not an automatic feature of the RAK ICC label. The accurate way to think about a RAK ICC company is as a UAE entity whose tax position depends on what it does and what it earns, and which should be designed, like any UAE company, with substance and the corporate-tax rules genuinely in mind.
Redomiciliation: moving a company in — or out
RAK ICC supports continuation, the mechanism by which a company changes its jurisdiction of registration without being wound up and re-created. A company incorporated elsewhere — in a classic offshore centre, or another jurisdiction entirely — can be continued into RAK ICC, keeping its legal identity, its contracts, its history and its assets intact; and a RAK ICC company can, equally, be continued out to another jurisdiction. For groups consolidating legacy offshore companies into the UAE, or rationalising a structure that has accumulated entities in several places, continuation is the tool that makes the move clean rather than disruptive. It is one of the reasons RAK ICC features so often in restructuring and redomiciliation work.
The registered agent — and why RAK ICC requires one
Every RAK ICC company and foundation must, at all times, have a registered agent in the UAE. This is not optional, and it is a meaningful point of difference: in DIFC and ADGM the equivalent corporate-service-provider role is, under current rules, often elective. The registered agent provides the registered office, maintains the statutory and accounting records — kept privately, not publicly filed — handles filings, and is the structure's interface with the RAK ICC Registrar. Because the agent is a permanent and mandatory part of the structure, the choice of agent is a structural decision rather than an administrative one. A capable agent keeps the company in good standing, its records clean and its filings current — which is the difference between a structure that is genuinely robust and one that is merely registered.
- RAK ICC — the RAK International Corporate Centre — is the company registry of Ras Al Khaimah, created by Emiri Decree No. 12 of 2015 from two earlier registries, and one of the Gulf's most-used jurisdictions for international corporate structuring.
- Its companies run on the common-law RAK ICC Business Companies Regulations 2018, and — distinctively — can elect the DIFC Courts or ADGM Courts for dispute resolution.
- RAK ICC offers a menu of entities: companies limited by shares, segregated portfolio companies, companies limited by guarantee, unlimited and restricted-purpose companies, and RAK ICC Foundations for succession and asset protection.
- A RAK ICC company may conduct active international business and hold UAE assets including real estate, but cannot trade onshore in the UAE mainland; a UAE registered agent is mandatory.
- A RAK ICC company is a UAE company within the scope of UAE Corporate Tax — not an automatic tax exemption; its tax position depends on its income and activity.
Polaris Perspective
Polaris is a registered agent and partner of RAK ICC, and RAK ICC structures are a core part of the corporate, holding and succession work we do for clients. This guide is the first in a series; later articles will go deeper on foundations, holding structures, redomiciliation and the RAK ICC courts question. If you are weighing a RAK ICC company or foundation — or wondering whether an existing structure is still the right one — we can map it against your assets and your plans. Polaris advises on corporate structuring, foundations and UAE entity formation across RAK ICC, DIFC and ADGM.
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