If you’re seeking a business structure that’s both focused and secure, a Restricted Purposes Company (RPS) in RAK ICC could be the ideal choice. Purpose-built to operate within a clearly defined scope, an RPS setup in RAK ICC ensures your company remains aligned with its objectives while minimizing potential risks. Whether you’re managing assets, funding projects, or overseeing investments, this structure provides a streamlined, reliable, and efficient solution tailored to your specific needs. 

So, what exactly is an RPS? Let’s dive into the details of this unique corporate structure and explore how it works. 

What is a Restricted Purposes Company (RPS)? 

A Restricted Purposes Company (RPS) is a corporate entity designed primarily to act as a special purpose vehicle (SPV). It is a company that is limited by shares, with its memorandum of association (MOA) explicitly stating the restricted purpose for which the company is incorporated. The distinct feature of an RPS setup in RAK ICC is that it can only conduct activities directly related to the purpose outlined in its MOA, which provides a layer of legal assurance for business partners and investors. 

This structure is beneficial in scenarios where businesses or investors need a legally defined, purpose-driven company with limited risk exposure to any activities beyond the scope of the stated objectives. 

Key Features and Benefits of an RPS Setup in RAK ICC 

1. Purpose-Driven Structure 

An RPS is established for a specific, limited purpose as outlined in its memorandum of association (MOA). This ensures that all actions taken by the company are focused on the intended goal, providing clear boundaries for its operations. 

For example, an RPS setup in RAK ICC could be formed solely for the purpose of holding an asset or completing a specific project. The company’s operations are restricted to this activity, ensuring compliance with the defined purpose and offering stakeholders a higher level of security in transactions. 

2. Additional Layer of Security for Stakeholders 

One of the key advantages of an RPS is the security it offers to individuals and companies engaging with the RPS. As per the legal framework in the UAE, an RPS cannot engage in any activity that is not expressly stated in its MOA. This creates a level of predictability and confidence, particularly when investors, lenders, or other stakeholders are assessing potential risks. 

3. Binding Restrictions 

The restrictions imposed by the MOA are not just internal guidelines but are legally binding. This means the company, its shareholders, and directors must adhere to the restrictions on the company’s activities. The clear definition of purpose helps avoid ambiguity and ensures that the company remains focused on the specific objectives for which it was incorporated. 

4. No Nexus Requirement 

A key feature of RPS setup in RAK ICC is the absence of a nexus requirement. This means that there is no specific need for the company to be tied to a particular geographical location or business activity to justify its existence. The RPS structure allows for greater flexibility, especially for international investors or businesses that want a UAE-based entity for a specific project or investment without being bound to operational ties within the region. 

5. No Need for Qualifying Purposes 

Unlike certain types of companies that require a Qualifying Purpose for registration or ongoing operations, RPS companies do not need to meet a Qualifying Purpose unless specifically mandated by the Registrar. This reduces administrative complexity and allows companies to focus purely on their defined objectives. 

Key Requirements for an RPS Setup in RAK ICC 

While the RPS structure offers numerous benefits, it is important to understand the legal and operational requirements for establishing and maintaining an RPS: 

1. Appointment of a Registered Agent 

It is mandatory for an RPS to appoint a registered agent. This is a requirement for both the incorporation of the company and its ongoing operations. The registered agent plays a key role in providing the company with: 

• A registered office address. 

• Ongoing compliance support. 

• Administrative and legal services. 

The registered agent ensures that the company operates within the boundaries of the law and its stated purpose. 

2. Incorporation and Renewal Fees 

Setting up an RPS setup in the RAK ICC comes with minimal financial costs when compared to other company structures, making it an attractive option for specialized projects or investments. The typical fees for establishing and maintaining an RPS are as follows: 

• Incorporation Fee: AED 3,000 

• Company Renewal Fee: AED 3,750 

These fees cover the administrative and registration processes, making the setup of an RPS both affordable and efficient. 

4. Company Cannot be Re-registered as an RPS 

A critical consideration when choosing to establish an RPS is that once a company is incorporated without the specific designation as an RPS, it cannot later be re-registered as such. Therefore, the company must be properly structured and registered from the outset if the restricted purposes framework is to apply. 

Practical Use Cases for an RPS 

The RPS is highly suited for situations where a business needs a dedicated legal entity to carry out specific, non-diversified activities. Some common examples of RPS setup in RAK ICC includes: 

• Asset Holding: RPS can be used to hold and manage specific assets, such as real estate or intellectual property, for a defined period. 

• Project Financing: Companies that require a specialized vehicle for raising project-specific finance may choose to establish an RPS. 

• Investment Vehicles: RPS entities are often used in private equity or venture capital transactions, where the company is formed solely for the purpose of managing a particular investment. 

Why Choose MS for RPS Setup in RAK ICC? 

MS provides expert registered agent services for RPS setup in RAK ICC, offering seamless support for your company formation in RAK ICC. We manage all aspects of the incorporation process, ensure compliance with UAE regulations, and provide a registered office address for your company. With our in-depth knowledge and tailored services, MS ensures that your RPS operates smoothly, legally, and in line with its defined purpose.