Consolidated text of the regulations governing RAK ICC foundations, made under Ras Al Khaimah Decree No. 4 of 2016 and in force from 15 December 2019, incorporating the amendments of 31 July 2025 on foundation characteristics, foreign laws and judgments, property, duress, arbitration and limitation periods.
The RAK ICC Foundations Regulations 2019 are the governing text for every foundation registered in the Ras Al Khaimah International Corporate Centre. Regulation 1 states that they came into force with effect from 15 December 2019 and are made by the RAK ICC board under Ras Al Khaimah Decree No. 4 of 2016; the consolidated text incorporates the amendments made on 31 July 2025 by the Foundations Regulations 2019, Amendments 2025.
Regulation 4 gives a foundation 'a legal personality separate from that of its Founder(s)' and the capacity of a natural person; its property is not held on trust for anyone (Regulation 4(3)). Regulation 5(2) allows objects that are exclusively charitable, non-charitable, or for the benefit of persons identified by name, category or class. A foundation is created by an application signed by the founder and filed through a registered agent (Regulation 9), with a charter whose contents are fixed by Regulation 13(2) and by-laws for matters the charter leaves out (Regulation 14). The charter must require initial capital of USD 100 or its equivalent (Regulation 26). Regulation 17 requires a council of at least two members; Regulation 20 requires a guardian where there is a charitable or specified non-charitable object; founder powers are reserved only for a founder's lifetime, or 50 years for a legal person (Regulation 16).
A foundation must at all times have a registered office in the UAE (Regulation 11) and one, and only one, registered agent that is a qualified person, with changes notified within 30 days (Regulation 25). Regulation 34 requires adequate accounting records at the registered office, kept for five years, and Regulation 38 requires an annual return on each anniversary of registration together with the prescribed fee.
The asset-protection provisions are the reason clients choose the structure. Regulation 7 provides that a disposition to a foundation is not void because a foreign law does not recognise foundations or because of a founder's foreign bankruptcy, that a creditor seeking to set aside a transfer bears the burden of proof, and that foreign judgments inconsistent with Regulations 7 and 8 are not recognised or enforced; Regulation 8 refuses effect to foreign heirship rights. Regulation 25A, added in 2025, directs officers to act only on instructions given freely and to ignore demands made under compulsion. Regulation 67 allows the charter or by-laws to refer disputes to arbitration, failing which the court has jurisdiction, with the DIFC Arbitration Law or ADGM Arbitration Regulations applied through Schedule 2; Regulation 68A imposes a three-year limitation period on actions to set aside the foundation or a disposition to it.
A foundation ends on expiry of its term, fulfilment or impossibility of its objects, a charter provision, court order or Registrar strike-off after three months' notice (Regulations 53 to 56); unclaimed property vests in the Government of Ras Al Khaimah.
Foundations registered in RAK ICC, their founders, council members, guardians, designees and beneficiaries, the registered agents through whom they are established and maintained, and the RAK ICC Registrar. Courts and arbitral tribunals hearing foundation disputes apply the Regulations and Schedule 2.
| Regulation 1 | Commencement with effect from 15 December 2019; made by the RAK ICC board under Ras Al Khaimah Decree No. 4 of 2016; consolidated with the amendments of 31 July 2025. |
| Regulation 4 | A foundation is a corporate entity with legal personality separate from its founders and the capacity of a natural person; its property is not held on trust for any person, although it may itself hold other property on trust. |
| Regulation 5 | Objects may be exclusively charitable, non-charitable, or for the benefit of persons identified by name, category or class. |
| Regulation 7 | Dispositions to a foundation are not void because a foreign law does not recognise foundations or because of a founder's bankruptcy abroad; a creditor alleging fraud bears the burden of proof; foreign judgments inconsistent with the Regulations are not recognised or enforced. |
| Regulation 9 | The application, signed by the founders, is submitted to the Registrar with the name, parties, charter and by-laws; the Registrar may register, request further information or refuse, and issues a Certificate of Registration. |
| Regulation 13 | The charter must state the name, objects, a description of the initial property, provisions on the council, a designee, and the term or the event that triggers dissolution. |
| Regulation 17 | The council must comprise at least two members. |
| Regulation 25 | A foundation must have a registered agent that is a qualified person and may not have more than one; changes must be notified to the Registrar within 30 days. |
| Regulation 26 | The charter must require initial capital of USD 100 or its equivalent in another currency. |
| Regulation 34 | Adequate accounting records must be kept at the registered office and preserved for five years; breaches carry fines up to level 3 and, for the most serious, level 5. |
| Regulation 38 | An annual return is due on each anniversary of the Certificate of Registration, with the prescribed annual fees; late filing carries a fine not exceeding level 3. |
| Regulation 67 | The charter or by-laws may refer disputes to arbitration with a specified seat and rules, failing which the court has jurisdiction; the ADGM Arbitration Regulations or the DIFC Arbitration Law apply as modified by Schedule 2. |
Fines are set by level. Late notice of an assignment of founder rights carries a fine not exceeding level 1; defects in the charter, by-laws, council or registered agent notifications, up to level 2; failures to keep accounting records or file the annual return, up to level 3; the most serious record-keeping breaches, up to level 5 (Regulations 34 and 35). The RAK ICC fee schedule states the level amounts, from AED 1,000 at level 1 to AED 20,000 at level 5, and a late notification penalty of AED 600 per year. The Registrar may strike a foundation off after three months' notice (Regulation 56).
We establish and administer RAK ICC foundations for private clients and as holding vehicles, and as registered agent we are the single agent Regulation 25 requires. Our drafting follows Regulations 13 and 14: the charter carries the objects, the council and the designee, and the by-laws carry beneficiary and founder provisions that the client does not want on the public record. We staff the council to meet the two-member minimum, appoint a guardian where Regulation 20 requires one, keep the accounting records under Regulation 34 and file the annual return on each anniversary. Since 31 July 2025 we review every charter for the arbitration clause under Regulation 67 and explain the three-year limitation period in Regulation 68A to founders moving assets in. Clients comparing a foundation with a trust are told plainly: we form foundations, not trusts.
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