RAK Offshore Overview

Statutory description of private limited company

International Business Company (IBC).

Governing corporate legislation

RAK Investment Authority (RAKIA) is the governing body and the companies are regulated under RAK Offshore Regulations 2006.

Time-scale for incorporation

24 hours. There is a time difference of +4 hours to GMT.

Availability of ready-made companies

No.

The regulations governing availability of names

Generally the nature of the company has to be indicated through the words "Limited" or "Ltd.".

Minimum and maximum number of shareholders

A company may be formed with minimum of one shareholder and there is no limitation as of maximum.

Statutory minimum paid-up capital requirements

Minimum capital is not required for the incorporation of an offshore company But it has to be mentioned on the MOA.

Classes of share available

Share capital may be divided into different classes. Bearer shares are not allowed. Shares may be issued fully, partly or nil paid.

Denomination of share capital

AE Dirham and US Dollar can be used as the denomination for the capital. Any foreign currency is acceptable but prior consent has to be approved by the RAK Authority.

Annual Costs

As per request.

Residency requirement on shareholders or shareholders' meetings

No requirement for a local resident to be a Shareholder, only proof of residence is required to be submitted.

Information published relating to shares and shareholders

The company must keep a copy of the share register at the registered office address. This is available for inspection by the members and is not publicly available. The company may voluntarily file at the Registrar the copies of the register of members.

Minimum and maximum number of directors

Sole directors are permissible. There is no statutory limitation for maximum number of directors permitted, although the articles may impose a limit.

Are corporate directors or corporate shareholders permitted?

Yes. Corporate entities are even permitted to hold shares in a RAK Offshore companies.

Nationality and residency requirements of directors

The director can be a resident or any foreign citizen but is required to submit the proof of residence and other relevant documents.

Nature of the powers of the directors

The directors have all the powers of the company that are not reserved to the members under the Regulation or in the memorandum and articles.

The directors may meet at such times and places within or outside the UAE as the directors may determine to be necessary or desirable.
Telephone and other electronic meetings are allowed. Subject to a requirement in the memorandum and articles the director shall be given reasonable notice of meetings of directors, although this rule is subject to a waiver of notice.

Directors' meetings

The presence of a director at a meeting shall be deemed to constitute a waiver on his part. The quorum of a meeting of directors is fixed by the memorandum and articles but where no quorum is fixed, a meeting of directors is properly constituted if one half of the total number of directors is present in person or by alternate.

Information published relating to directors

There is no public register of directors, although the company may voluntarily file its register of directors with the Registrar.

Must accounts be prepared by the directors?

A company incorporated under the Regulation shall keep such accounts and records as the directors consider necessary or desirable in order to reflect the financial position of the company.

Must such accounts be filed with the financial authorities?

No.

Must such accounts be audited, and if so by whom?

No. They may be audited by persons approved by the directors.

Must the company have a registered presence in the territory of incorporation?

Yes. The company must at all times have a registered office and registered agent within Ras Al Khaimah. The registered office must be maintained either by the company or its registered agent.

A copy of the share register and the register of directors and an imprint of the common seal must be kept at the registered agent's address. Other records such as minutes of meetings of directors, members and copies of all resolutions may be kept at such places as the directors determine, but copies must be kept at the registered agent's address.

What records must be maintained in the territory and are they available for public inspection?

These are not available for public inspection, other than by members or directors. If copies of these registers and documents are kept other than by the registered agent, the registered agent must be notified of the location of the original.
If the company fails to comply with these provisions it is liable to a fine.

Company seal

A company must have a common seal.

Re-domiciliation provisions

A company incorporated under the laws of a foreign jurisdiction may continue its existence as a company registered under the Act. Similarly, RAK Offshore business companies may transfer their domicile to foreign territories that permit such procedures.

Thanks to the EU Savings Directive of 2003 and recent US-EU initiatives to wipe out tax havens, the U.A.E became the better place to incorporate offshore companies for various reasons and purposes. UAE looks set to reap the rewards of a recent EU and US ruling under which banks are now forced to reveal information to tax authorities. Financial institutions in the EU and US are now obliged to either disclose tax and bank information to the relevant tax authority, or charge client a hefty withholding tax.

Though the new directive specifically affects EU residents, a number of banks in ‘tax havens’ have also agreed to exchange customer information, including Jersey, Guernsey, the Isle of Man, the British Virgin Islands, the Cayman Islands, Switzerland, Liechtenstein, Monaco and San Marino.

The reputation of discretion for some of these countries is being eroded. Since July 1, 2005 in order to keep details of their private, bank customers now have the option of paying a withholding tax which will be levied directly in the country in which their savings are held. This will be charged at a rate of 15 per cent for the first three years, 20 per cent for the following three years, and 35 per cent from 2011 onwards.

The United Arab Emirates has long enjoyed a reputation as a secure, tax-free jurisdiction for international banking and company incorporation. With this latest development from Europe and the US, UAE company registration and corporate and personal banking options are becoming more popular with international businesses and high net worth individuals.

Since the UAE are neither a signatory to the relevant directive, nor agreeing to cooperate with the Organization of Economic Cooperation and Development (OECD), it looks set again even further.

Any company can be configured to a clients’ individual specification. Clients may or may not need to provide some of the element for in general carefree incorporation, depending on their personal circumstances or preferences.

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RAK Offshore

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