Company Limited by Shares (CLS)

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Company Limited by Shares (CLS)

RAK International Corporate Centre (RAK ICC) is a Corporate Registry operating in Ras Al Khaimah,
United Arab Emirates. RAK ICC was established pursuant to Emiri Decree No.12 of 2015.
RAK ICC allows the incorporation of international business companies. These are governed by the
RAK ICC Business Companies Regulations 2018.

Company Limited by Shares (CLS) means that the liability of the shareholders to creditors of the company is limited to the capital originally invested i.e. the nominal value of the shares and any premium paid in return for the issue of the shares by the company. The name of a limited company shall end with the word “Limited” or “Incorporated” or the abbreviation “Ltd” or “Inc”.

This type of company shall at all times have at least one shareholder and one director. The company may issue bonus shares, partly paid shares or nil paid shares. Shares may be held by more than one person as joint owners. The name of each such joint owner shall be entered in the register of members as holders of the relevant shares. A company shall state in its articles the circumstances in which share certificates shall be issued. Such share certificates shall be signed by at least one Director of the company.

Feature Highlights

  • Must at all times have at least one shareholder and one director.
  • The liability of shareholders is limited to the amount of capital.
  • May issue bonus shares, partly paid shares or nil paid shares.
  • More than one person can hold shares for succession purposes as joint owners.
  • Unlimited capacity.
  • Restricted purpose.
  • An unlimited or limited duration.
  • Segregated Portfolios in which assets are insulated from liability.

Benefits of Company Limited by Shares

  • Limited financial liability – Shareholders’ personal finances are protected and they are only responsible for company debts up to the nominal value of their shares.
  • Incorporated status will greatly improve owner professional image and business profile. Limited companies are often more appealing to prospective clients and investors, giving the impression of a well-organised, established, and reputable business.
  • Shareholder can choose to sell shares in company at any time to raise additional capital or grow the business.
  • Another company can be a shareholder or director in a limited company. However, there must always be at least one natural (human) director.
  • Ownership of a limited company can be passed on. As the company exists as a separate legal entity from the individual, the company can continue to exist even in the event of the owners’ death – unlike a sole proprietorship.
  • When owner register a company name, it is protected and cannot be used by any other limited company , nor can another company register a name that is the same as, or too similar to your own company name.

Additional Optional Features

  • Can have unlimited capacity
  • Can have restricted purpose
  • Can have unlimited or limited duration
  • Can have segregated portfolios in which assets are insulated from liability

Usage of a Company Limited by Shares (CLS)

  • International Business Company: Flexible corporate vehicle to facilitate worldwide investments and global trade.
  • Holding company: Flexible corporate vehicle to hold shares in subsidiary companies.
  • Special Purpose Vehicle: Company to hold specific assets such as real estate. The underlying asset may be indirectly sold as a whole or in parts by selling the shares in the RAK ICC company typically, without needing to involve local notaries or land registries.
  • Joint Venture Company: Rights of the shareholders in the joint venture company may be set out in the Memorandum and Articles and/or in a separate shareholders’ agreement.
  • Project company: Vehicle to own and operate a specific project while reducing the exposure of shareholders to liability.
  • Family office: Private vehicle, with limited disclosure obligations.
  • Segregated portfolio: Company Use of segregated portfolios for different assets can insulate each. asset from liability and permit the separation of ownership from management and control.

Registration Steps

  • Contact a registered agent
  • Submit required documents
  • Submit your application and obtain your certificate of incorporation

Required Documents

For Individual Shareholders and Ultimate Beneficial Owners:

  • Certified copy of in force passport
  • Certified copy of current utility bill or local authority tax bill or tenancy agreement or residency certificate showing address of current permanent residence or bank statement.

For Corporate Shareholders:

  • Certified copy of Certificate of Incorporation or Registration and any trade license or equivalent
  • Certified copy of Memorandum & Articles of Association
  • Current Certificate of Incumbency or Register Extracts
  • Current Certificate of Good Standing
  • Certified copy of passport of the authorized signatory of the corporate shareholder
  • Name of shareholders and ultimate beneficial owners (as defined in regulation 26 of the RAK ICC Registered Agent
    Regulations 2018)
  • Certified copy of corporate resolution approving the incorporation of the RAK ICC company

For Trusts as Shareholders

  • Trust deed
  • Current certified Register Extract for the Trust
  • Details of all additions to the trust (if any)
  • Certified copies of passports of settlor, protector & beneficiaries
  • Corporate Trustee – as for Corporate Shareholders above
  • Individual Trustee – as fo+A12r Individual Shareholders above

For Foundations as Shareholders

  • Certified copy of Certificate of Incorporation or Registration and any Trade license or equivalent
  • Foundation regulations and charter
  • Foundation minutes approving the incorporation of the RAK ICC company
  • Current Certificate of Good Standing
  • For foundation council members and protectors who are natural persons – see For Individual Shareholders above

For Individual Directors

  • As for Individual Shareholder above
  • Consent letter from the director & secretary

For Corporate Directors

  • Resolution of corporate directors/secretaries accepting the appointment as directors/secretaries of the company

Expected Duration of Service Delivery

  • Registration: 5 working days
  • Renewal: 3 working days
  • Urgent procedure: 24h

IBC Agent in UAE

A RAKICC Business Company must have a Registered Agent in the UAE, and a Registered Office which must be maintained by the Registered Agent in the UAE to which all official communications and notices to the company must be addressed. The Registered Agent must maintain the particulars of the beneficial owners of the company.

BACT is licensed by the RAKICC authorities to offer a full range of company formation and Registered agent services.

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