The Essentials 

RAK ICC Foundations are effective vehicles for wealth structuring and succession planning, but they carry important regulatory risks. These include evolving legal frameworks, governance and fiduciary obligations, AML/CTF and sanctions compliance, UBO transparency requirements, cross-border legal exposure, and ongoing operational and reporting duties. Proactive risk management through regular legal reviews, strong compliance frameworks, and cross-border planning is essential to preserve compliance, asset protection, and long-term effectiveness. 

Ras Al Khaimah International Corporate Centre (RAK ICC) Foundations have grown in prominence as a preferred wealth structuring and succession planning vehicle in the UAE. With robust legal protections, flexible governance, and international recognition, they offer high-net-worth families, entrepreneurs, and institutional investors a powerful tool for asset preservation and long-term planning. Yet, like any sophisticated legal structure, they contain regulatory and compliance risks that trustees, founders, and advisors cannot ignore.­  

Understanding and proactively managing these regulatory risks is essential to safeguard the integrity, compliance standing, and strategic objectives of RAK ICC Foundations.  

Here’s a breakdown of the key regulatory risk areas every foundation stakeholder should monitor closely. 

Essential Regulatory Risks to Monitor When Managing RAK ICC Foundations 

1. Regulatory Changes and Legal Uncertainty 

RAK ICC foundations regime is the regulatory environment evolves to align with global standards. In July 2025, the RAK ICC introduced substantial amendments to the Foundations Regulations of 2019, enhancing asset protection, dispute resolution mechanisms, and governance safeguards.  

Why this matters: 
• Amendments can affect how assets are protected from foreign judgments, limitation periods for challenges, creditor claims, and officer obligations.  
• Foundation officers must stay abreast of legal reforms to ensure governance, charters, and by-laws remain compliant and enforceable. 
• Failure to adapt charters or operations in response to regulatory change can expose the foundation to disputes or legal uncertainty. 

Risk management tip: Implement a regulatory watch and legal review cadence (e.g., quarterly) to evaluate implications of legislative changes on governance frameworks and reporting requirements. 

2. Governance and Fiduciary Compliance 

Foundations operate under a governance structure that typically includes a council, registered agent, and potentially a guardian. Strong governance is central to fulfilling fiduciary duties, protecting assets, and administering the foundation in accordance with its charter and the RAK ICC Regulations.  

Key risks include: 
• Council member actions: Decisions made outside charter provisions may be invalid or expose the foundation to legal challenge. 
• Conflict of laws: In certain cases, foreign orders or legal demands can conflict with RAK ICC law; the amended regulations now instruct officers to disregard inconsistent foreign directives.  

Risk management tip: Clearly document council powers and delegation protocols in charters and by-laws, and provide ongoing training for governance participants on regulatory obligations. 

3. Anti-Money Laundering (AML), Counter-Terrorist Financing (CTF) and Sanctions Compliance 

Foundations are not immune to financial crime compliance requirements. Even as an offshore structure, RAK ICC foundations – through their registered agents and stakeholders – are subject to AML/CTF and sanctions laws consistent with UAE federal law and international standards.  

Key regulatory risks: 
• Inadequate customer due diligence and beneficial owner verification can lead to fines or de-registration. 
• Missteps in sanctions screening or transaction monitoring risk regulatory enforcement and reputational damage. 
• Jurisdictions with strategically significant risks (e.g., FATF high-risk or grey-listed countries) add complexity to compliance obligations. 

Risk management tip: Adopt robust AML/CTF processes including enhanced due diligence (EDD), ongoing screening of counterparties, periodic compliance audits, and real-time transaction monitoring. 

4. Ultimate Beneficial Ownership (UBO) and Transparency Requirements 

Recent international regulatory emphasis on transparency and beneficial owner reporting extends into offshore jurisdictions including RAK ICC. Foundations with complex structures may obscure ownership layers, but regulators increasingly require transparent reporting to deter tax evasion, illicit flows, and financial crimes.  

Regulatory risks: 
• Inadequate or late UBO disclosure can attract enforcement or sanctions from regulatory authorities. 
• Misclassification of beneficial relationships particularly in layered or cross-jurisdictional structures, can jeopardize compliance with international transparency standards. 

Risk management tip: Integrate continuous UBO monitoring and reconciliation processes, and work with trusted registered agents to ensure accurate and timely filings. 

5. Cross-Border Legal Exposure and Enforcement Challenges 

RAK ICC Foundations can hold assets and conduct activities globally, but cross-border legal exposure presents a distinct regulatory risk. Conflicting foreign laws, forced heirship regimes, and varying enforcement standards can challenge the integrity of the foundation’s asset protection objectives. The 2025 amendments introduced firewall provisions to protect against foreign judgments that conflict with RAK ICC law, but this remains a risk area that requires ongoing vigilance.  

Risk management tip: Conduct periodic cross-border legal risk assessments and coordinate with legal advisors in jurisdictions where key assets are held or where beneficiary rights may be enforced. 

6. Operational Compliance and Reporting 

While RAK ICC foundations may enjoy confidentiality and a relatively streamlined operational regime, they still must maintain proper accounting records and comply with reporting expectations imposed by regulators or charter provisions.  

Common risks: 
• Inadequate record-keeping, missing audit trails, or incomplete financial disclosures. 
• Breach of annual reporting timelines or inaccuracies in regulatory filings. 

Risk management tip: Establish documented accounting policies, ensure records are maintained at the registered office, and schedule regular compliance check-ins in alignment with regulatory deadlines. 

Best Practices for Proactive Risk Management in RAK ICC Foundations 

• Regular Legal Reviews: Schedule periodic reviews of the foundation’s charter, bylaws, and governance policies to ensure alignment with evolving RAK ICC regulations. 

• Robust Compliance Frameworks: Establish formal AML, CTF, UBO, and reporting protocols with defined responsibilities for each officer or council member. 

• Cross-Border Risk Planning: Assess the foundation’s exposure to foreign jurisdictions, especially in relation to asset protection, taxation, and dispute resolution. 

• Training and Awareness: Conduct continuous training sessions for foundation officers, registered agents, and beneficiaries on governance duties and regulatory obligations. 

• Documented Policies: Maintain detailed operational manuals, record-keeping procedures, and reporting timelines to ensure accountability and transparency. 

How MS Simplifies the Setup and Management of RAK ICC Foundations? 

At MS, we provide comprehensive support for setting up RAK ICC Foundations, guiding clients through structuring, charter and by-laws drafting, registered agent services, and ongoing compliance. We also offer cross-border advisory to ensure legal certainty, strong governance, and effective asset protection, delivering a streamlined, compliant, and future-ready foundation aligned with your long-term objectives. 

The Essentials 

RAK ICC provides flexible offshore structures – IBC, Holding Company, SPC, and CLG – designed for asset protection, tax efficiency, and global business operations. Selecting the right structure for a company setup in RAK ICC and ensuring compliance with UBO, AML, and Economic Substance Regulations is essential for building a strategically aligned, bankable, and future-ready offshore company in 2026. 

Global expansion, asset protection, and tax efficiency are top priorities for businesses in 2026 and RAK ICC provides an offshore framework to address them all. From holding companies and SPVs to specialized investment vehicles, choosing the right structure for company setup in RAK ICC can make the difference between a compliant, growth-ready entity and one bogged down by risks. 

What Is RAK ICC and Why It Matters 

RAK ICC is one of the UAE’s fastest‑growing offshore jurisdictions, responsible for the registration and regulation of international business companies and related corporate structures. Operating under modern common‑law‑influenced regulations, RAK ICC entities enjoy 100% foreign ownership, zero corporate or income tax, complete confidentiality, and flexible structuring making them ideal for international investment and asset holding vehicles. 

Key Offshore Company Structures Available for Company Setup in RAK ICC 

1. International Business Company (IBC) 

The International Business Company is the most common RAK ICC structure and often serves as the foundation for other vehicles. 

Ideal for: 

• Multinational holding structures 

• Investment portfolios 

• Consultancy and international trade 

• Asset ownership outside the UAE 

Features: 

• Zero taxes (corporate, personal, withholding, and VAT) on offshore operations 

• No minimum capital requirement 

• Confidentiality of shareholder and director information 

• Ability to open bank accounts in the UAE and internationally 

RAK ICC IBCs are cost‑efficient and can be set up quickly without local presence, making them ideal for investors needing a tax‑neutral, flexible vehicle.  

2. Holding Company 

A Holding Company structure within RAK ICC is specifically designed for groups that want to centralize control of subsidiaries or assets. 

Ideal for: 

• Group holding vehicles 

• Shareholding in multiple international entities 

• Family office and succession planning 

Benefits: 

• Clear separability of assets 

• Shielded liability across holdings 

• Streamlined governance for global investors RAK ICC 

RAK ICC holdings provide a highly effective way of combining asset protection with global operational flexibility.  

3. Segregated Portfolio Company (SPC) 

While less commonly used than IBCs and holding companies, Segregated Portfolio Companies offer a compelling option for investors focused on risk isolation. 

Ideal for: 

• Investment funds 

• Structured finance vehicles 

• Projects requiring ring‑fenced asset protection 

Features: 

• Separate legal cell structures 

• Creditors of one portfolio cannot access assets of another 

• Flexible for complex financial activities  

This structure is particularly useful for investment strategies where liability segregation is a priority, such as in private equity or securitization vehicles. ACCESS Newswire 

4. Company Limited by Guarantee (CLG) 

A Company Limited by Guarantee is a structure often used for non‑profit or membership‑oriented entities. It does not issue shares but instead uses guarantors committed to contributing to the company’s assets in specific circumstances. 

Ideal for: 

• Foundations 

• Clubs or associations with regulatory or industry purposes 

• Non‑commercial initiatives with international scope 

While not as widely discussed as IBCs, CLGs provide legal flexibility for organisations that do not operate on a share capital model.  

Strategic Use Cases for RAK ICC Structures in 2026 

Global Investment Holding 

RAK ICC holding and IBC structures are widely used as central coordination points for international groups. They offer tax neutrality, combined with the UAE’s extensive network of double‑taxation treaties, which can reduce global tax burdens for investors. 

Asset Protection & Succession Planning 

Investors increasingly use RAK ICC vehicles to protect intellectual property, securities, and other global assets within a confidential and legally robust environment. These structures also facilitate long‑term succession strategies from family wealth transfer to legacy planning by maintaining asset boundaries and governance clarity.  

SPVs for Investment and Finance 

Segregated Portfolio Companies and tailored SPVs in RAK ICC provide investors with a ring‑fenced liability environment, crucial for structured investments, project finance, and securitization vehicles. These configurations enable specific assets to be managed independently of broader corporate risk. 

Cross‑Border Expansion 

Companies looking to expand internationally without establishing onshore UAE operations can use RAK ICC IBCs to serve as their regional or global headquarters, offering credibility, access to international banking, and streamlined cross‑border transactions. Incorporate AE 

Company Setup in RAK ICC: Compliance and Regulatory Considerations 

While company setup in RAK ICC remains a low‑compliance offshore environment, it is fully aligned with global standards. Entities must comply with: 

• Ultimate Beneficial Ownership (UBO) reporting 

• Anti‑Money Laundering (AML) and counter‑terrorist financing standards 

• Economic Substance Regulations (ESR) where applicable  

Maintaining accurate internal records and working with reputable registered agents remains key to long‑term compliance and operational effectiveness.  

How MS Can Help with Company Setup in RAK ICC? 

Setting up a RAK ICC company demands strategic structuring, regulatory compliance, and banking readiness. MS guides clients through the entire process, ensuring their offshore company is not only compliant but also aligned with long-term growth and investment objectives. 

• Structure Advisory: Choosing the right entity based on your business goals. 

• End-to-End Incorporation: Managing documentation, registration, and coordination with registered agents and authorities. 

• Banking Support: Preparing for UAE and international bank accounts, including KYC and source-of-funds documentation. 

• Compliance & ESR Guidance: Handling UBO filings, economic substance assessments, and annual renewals. 

• Tax & Cross-Border Planning: Ensuring your structure aligns with international tax and regulatory requirements. 

• Ongoing Advisory: Supporting restructuring, expansion, and exit strategies for long-term success. 

The Essentials 

RAK ICC (Ras Al Khaimah International Corporate Centre) provides an efficient, flexible, and tax-friendly offshore structure for global investors, holding companies, and SPVs. As we step into 2026, businesses must carefully consider regulatory compliance, banking challenges, and potential red flags to ensure their RAK ICC company setup is fully compliant, strategically aligned, and positioned for long-term growth. 

Entering 2026, businesses seeking international reach, asset protection, and tax-efficient structures are increasingly turning to RAK ICC (Ras Al Khaimah International Corporate Centre). Known for its flexible offshore structures, streamlined setup, and strong confidentiality, RAK ICC provides an ideal platform for holding companies, SPVs, and global investors. 

However, understanding the setup process without a clear understanding of regulatory requirements, banking realities, and potential red flags can lead to costly delays or compliance issues.  

This guide walks you through the essential considerations to ensure your RAK ICC company setup is strategically positioned for growth and success in 2026. 

Key Red Flags to Watch During RAK ICC Company Setup in 2026 

1. Using RAK ICC for Activities It Is Not Designed For 

One of the most common mistakes is choosing RAK ICC for operational or UAE-facing business activities. 

 If your business model requires local clients, UAE contracts, VAT registration, or on-ground operations, RAK ICC is the wrong structure. In such cases, a free zone or mainland entity may be more appropriate, sometimes alongside an RAK ICC holding or SPV. 

2. Assuming “Offshore” Means Zero Compliance 

RAK ICC company setup is often marketed as “low compliance,” but low compliance does not mean no compliance. 

Key obligations still apply: 

• Maintenance of accounting records 

• UBO disclosure and updates 

• Economic Substance Regulations (ESR) assessment 

• Annual renewal through a registered agent 

If promoters or agents suggest that no records, filings, or reviews are ever required for RAK ICC company setup, that is a serious warning sign. In 2026, regulators and banks increasingly expect clean governance even for offshore vehicles. 

3. Ignoring Banking Reality 

Bank account opening remains one of the biggest challenges for RAK ICC companies. 

Common issues include: 

• Extended due diligence timelines 

• Requests for detailed source-of-funds documentation 

• Rejection due to unclear business purpose 

• Reluctance from banks toward passive or opaque structures 

RAK ICC company setup without a clear banking strategy is a serious red flag. Incorporation is relatively fast, but banking can take weeks or fail entirely if the structure, shareholders, or activities are not well thought through. 

Banks increasingly expect: 

• Transparent ownership 

• Clear transaction flows 

• Alignment with global AML standards 

• Commercial rationale beyond “tax efficiency” 

4. Overlooking Economic Substance Exposure 

While many RAK ICC companies fall outside ESR, certain activities such as: 

• Holding intellectual property 

• Financing and leasing 

• Headquarters activities 

• Distribution or service centre functions 

may trigger substance requirements, even for offshore entities.  Assuming ESR does not apply simply because the company is “offshore” can lead to risks. Misclassification can lead to penalties, exchange of information, and reputational damages. 

5. Structuring for Tax Without Understanding Global Tax Impact 

RAK ICC offers tax neutrality within the UAE, but global tax authorities may still look through the structure depending on: 

• Management and control 

• Place of effective decision-making 

• Beneficial ownership 

• Anti-avoidance rules in the shareholder’s home country 

The red flag is:  

RAK ICC company setup is purely for tax reasons without: 

• International tax advice 

• Alignment with substance and control 

• Understanding CFC or GAAR rules 

In 2026, defensive tax planning is no longer enough – structures must be commercially justifiable. 

6. Expecting UAE Residency or Visas 

RAK ICC companies do not provide residency visas for shareholders or directors. 

If personal residency, relocation, or long-term UAE presence is a goal, RAK ICC alone will not meet that objective. A separate free zone, mainland company, or family office structure may be required. 

7. Choosing the Wrong Registered Agent 

RAK ICC companies can only be formed and maintained through approved registered agents. The quality of your agent directly impacts: 

• Compliance accuracy 

• Renewal timelines 

• Banking support 

• Regulatory communication 

Red flag: 

Low-cost agents who: 

• Do not explain ongoing obligations 

• Disappear post-incorporation 

• Offer unrealistic timelines or guarantees 

• Lack post-setup advisory capability 

In 2026, post-incorporation support matters more than incorporation speed. 

8. Poor Exit and Restructuring Planning 

Many founders focus on setup but ignore: 

• Future restructuring 

• Migration to other jurisdictions 

• Sale of shares 

• Group reorganization 

No clarity on how the RAK ICC entity fits into the long-term group strategy is a key red flag. Offshore entities should be built with exit, scaling, and regulatory evolution in mind. 

How MS Can Help with RAK ICC Company Setup? 

MS offers end-to-end support to make your RAK ICC company setup strategic, compliant, and future-ready: 

• Structure Advisory: Assess if RAK ICC fits your business and recommend optimal holding or SPV structures. 

• Incorporation Support: Handle company registration, documentation, and liaison with authorities. 

• Banking Assistance: Prepare and support bank account applications locally and internationally. 

• Compliance & ESR: Ensure UBO filings, economic substance compliance, and annual renewals. 

• Tax & Cross-Border Advice: Align your offshore structure with international tax and regulatory requirements. 

• Ongoing Advisory: Support restructuring, growth, and exit strategies. 

The Essentials 

RAK ICC requires every company to appoint a licensed Registered Agent to manage the full incorporation process, KYC/AML compliance, beneficial ownership records, statutory filings, and corporate governance. Registered Agents play a critical role in RAK ICC business setup, ensuring ongoing regulatory compliance, maintaining transparency, facilitating communication with authorities and third parties, and supporting smooth and efficient business operations within the RAK ICC framework. 

RAK ICC has positioned itself as a modern, compliance-focused international corporate registry within the UAE. It offers international business companies, foundations, and other vehicles used for asset holding, structuring, and cross-border activity. A consistent theme across RAK ICC’s rules and guidance is that a licensed Registered Agent (sometimes called a “Certified Registered Agent”) is required to form and administer RAK ICC entities and to act as the jurisdiction’s trusted gatekeeper for anti-money laundering (AML), beneficial-ownership transparency and ongoing regulatory compliance.  

Why are Registered Agents Mandatory and What Does “being a Registered Agent” Means? 

RAK ICC’s corporate framework requires each company set up to have a local Registered Agent and a registered office address in the UAE. The Registered Agent is the company’s formal address and official point of contact with the Registrar; without a licensed agent, the registrar will not accept or process an application. Practically, this means Registered Agents are gatekeepers for new incorporations and subsequent filings and statutory notices.  

RAK ICC expects Registered Agents to be professional, well-resourced firms typically licensed corporate services providers, law firms, or trust companies able to provide incorporation, administration, registered-office services and compliance controls. RAK ICC’s guidance and its Registered Agent Regulations set entry standards, continuing obligations and supervisory powers the Registrar may exercise. The Registered Agent model allows RAK ICC to outsource frontline KYC/AML and client intake while retaining regulatory oversight of the registry.  

End-to-end Role During RAK ICC Business Setup 

At the incorporation stage the Registered Agent’s responsibilities typically include the following core tasks: 

• Client onboarding and KYC – collecting and verifying identity documents for directors, shareholders, ultimate beneficial owners (UBOs) and controller persons; performing risk screening (sanctions, PEP, adverse media) to ensure the applicant does not present a regulatory or reputational risk. This is a legal and contractual requirement of the Registered Agent.  

• Advising on entity type and structure – recommending whether an International Business Company, foundation or other structure best fits the client’s objectives, and explaining limitations (e.g., whether the entity may hold certain regulated assets or trade in the UAE).  

• Preparing incorporation documentation – drafting constitutional documents (memorandum/ articles or foundation charter), subscription/share certificates, resolutions, and other statutory forms; arranging apostilles or consularisation of foreign documents where required.  

• Submitting the application and receiving the certificate of incorporation – acting as the official filing intermediary with the RAK ICC Registrar, paying registry fees when required, and receiving documents on the client’s behalf.  

• Providing the registered office and service address – supplying the mandatory UAE registered address and handling official correspondence, notices and process service for the company. 

Because the Registered Agent controls these touchpoints, they significantly influence the speed, cost and compliance profile of a RAK ICC business setup. Experienced agents reduce turnaround time and manage regulatory friction (for example, by anticipating additional verification steps for high-risk clients).  

Ongoing Compliance and Administration of RAK ICC Company Setup 

Once an entity is incorporated, Registered Agents assume continuous obligations that protect both the client and the jurisdiction: 

• Recordkeeping and registers – maintaining statutory registers (directors, shareholders, charges) and, crucially, keeping accurate records of beneficial ownership and controller information. Under recent UAE and RAK ICC policies, BO records are expected to be accurate and available for inspection by authorities and the Registrar. Registered Agents often store these in secure systems and must update them on any change.  

• AML/CTF and sanctions monitoring – implementing (and periodically testing) AML controls, transaction monitoring (where applicable), sanctions screening and suspicious-activity reporting to relevant UAE authorities in line with RAK ICC Compliance Policy. Agents must provide evidence of their AML frameworks if requested.  

• Statutory filings and notifications – filing annual returns, notifying the Registrar of changes (director/shareholder changes, resignations, transfers, address changes), and ensuring compliance with any periodic registry requirements or Requests for Information. RAK ICC Regulations make explicit which changes must be notified and the permitted timeframes.  

• Corporate governance support – drafting resolutions, minutes, share transfers, assisting with capital changes, winding up and dissolution procedures, and (where relevant) facilitating migration or change of domicile to/from the RAK ICC jurisdiction. 

• Liaison with banks, auditors and third parties – many RAK ICC entities will require bank accounts, professional trustees or external advisors; Registered Agents provide compliance packages and liaison services that streamline KYC with banks and professional counterparties.  

RAK ICC Business Setup: Regulatory Expectations, Sanctions and Professional Standards 

RAK ICC’s Registered Agent Regulations and Compliance Policy set out explicit standards and sanctions. Key expectations include: 

• Registered Agents must segregate client funds and keep separate accounts for each client they manage, maintain solvency and provide evidence of adequate capital and professional indemnity insurance where appropriate.  

• Agents must notify the Registrar of material changes to their business (changes of ownership, key personnel, or anything that could be detrimental to RAK ICC). Failure to comply can lead to fines, suspension or revocation of the Registered Agent’s certification.  

• RAK ICC requires Agents to implement AML/CTF controls and to follow the Zone’s policy on red flags, suspicious activity reporting and sanctions compliance. These controls are audited and may be subject to regulatory review.  

These regulatory measures align RAK ICC business setup with international standards and protect both the registry and client base against abuse. For sophisticated or cross-border clients, these measures provide an assurance that the jurisdiction follows global compliance norms.  

Beneficial ownership (BO) and Transparency Obligations 

A major development across all reputable corporate registries is stronger emphasis on beneficial-ownership transparency. RAK ICC requires accurate BO records to be maintained and made available to competent authorities. Registered Agents are responsible for collecting, verifying and maintaining BO information and must be able to demonstrate robust BO controls during any inspection or review. Failure to collect or update BO information risks enforcement action and reputational damage to both the agent and the client.  

Practically, this means Registered Agents should use tiered due-diligence, digital identity verification where possible, and periodic re-screening for long-standing clients. For complex ownership chains, agents must map out ownership to natural persons and retain documentary evidence supporting their conclusions.  

Risk Management and Liability: What You Should Know? 

While Registered Agents perform important protective functions, clients should understand the allocation of responsibility: 

• Agent responsibility: Agents are responsible for ensuring incorporation submissions are correct, KYC is performed in line with their AML policies and regulatory notifications are made. They may be subject to discipline, fines or loss of license if they fail in these duties.  

• Client responsibility: Client directors and beneficial owners remain responsible for the company’s activities and for disclosing accurate information. Using an agent does not absolve a client of obligations under UAE or international law (for example, tax disclosure obligations to other jurisdictions or economic substance requirements where applicable).  

• Professional indemnity and insurance: Reputable Registered Agents carry professional indemnity insurance and maintain segregated client accounts both are important protections that clients should confirm before engagement. RAK ICC Regulation explicitly expects appropriate insurance as part of sound agent practice.  

Clients should perform their own vendor due diligence (ask for agent licenses, AML policy summaries, references and evidence of insurance) before appointing a Registered Agent. This protects both the client and helps ensure the agent has appropriate systems for high-risk or complex mandates. 

Practical Tips for RAK ICC Business Setup: Choosing and Working With a Registered Agent 

Check the agent’s RAK ICC standing – Confirm the agent is listed or recognized by RAK ICC and review any public guidance (agents directory and regulator notices).  

Review AML and BO processes – Ask for a redacted copy or summary of the agent’s AML policy, BO onboarding checklist and sanctions screening procedures. Agents with robust, documented AML programmes are a lower regulatory risk.  

Confirm registered-office services and accessibility – The agent should provide a physical UAE address and handle correspondence professionally; verify how they manage mail, legal process and emergency contact arrangements.  

Understand fee structure and service SLAs – Get clarity on formation fees, annual admin fees, AML onboarding fees and any additional charges for company secretarial or bank-facing support. businesssetupexperts.com 

Insurance and dispute mechanisms – Confirm professional indemnity insurance and ask how client disputes are handled (mediation, local courts or arbitration). Reputable agents will also have clear outsourcing policies if they use external service providers.  

Emerging trends and what to expect going forward 

RAK ICC continues to harmonize its framework with international transparency and AML expectations. Expect incremental tightening around beneficial-ownership verification, expanded information requests during risk assessments, and increased scrutiny where cross-border transactions touch sanctions or high-risk jurisdictions. Registered Agents will therefore invest in technology (digital KYC, secure BO registries) and strengthen compliance teams to cope with enhanced regulatory expectations. Recent RAK ICC guidance and policy documents signal this ongoing calibration. 

How MS Helps as a Registered Agent in RAK ICC Company Setup? 

MS supports clients with a smooth, compliant, and efficient RAK ICC business setup by providing end-to-end Registered Agent services. Our team combines corporate, legal, and compliance expertise to ensure your company is established correctly and stays fully compliant. 

1. Seamless Company Formation 

We handle the complete incorporation process – preparing documents, submitting filings to RAK ICC, coordinating with the Registrar, and providing the mandatory UAE registered office address. 

2. Strong KYC & Compliance Support 

Our compliance team manages all required KYC/AML checks, beneficial ownership filings, and regulatory documentation, ensuring the setup meets RAK ICC and UAE standards. 

3. Ongoing Administration 

We maintain statutory records, assist with changes to directors/shareholders, file mandatory updates, renew the entity annually, and ensure you remain in good standing. 

4. Banking & Third-Party Support 

MS prepares bank account opening packs and coordinates with banks and partners, making account setup and compliance reviews faster and easier. 

5. Integrated Advisory Advantage 

With expertise in tax, accounting, market entry, and business advisory, MS ensures your RAK ICC structure aligns with your wider business goals. 

The Essentials 
A RAK ICC Foundation is a flexible, secure, and legally recognized vehicle for wealth management, succession planning, and philanthropy in the UAE. It provides a separate legal personality, robust governance via a council and guardian, confidentiality, and the ability to pursue both charitable and non-charitable objectives. Setting up a RAK ICC Foundation is ideal for preserving family wealth, protecting assets, ensuring business continuity, and leaving a philanthropic legacy. With professional administration and compliance support, RAK ICC Foundations offer a strategic, long-term solution for managing and safeguarding wealth. 

As wealth planning, succession, and asset protection strategies evolve globally, foundations have emerged as a preferred legal vehicle for preserving, managing, and transferring wealth. In the UAE, the Ras Al Khaimah International Corporate Centre (RAK ICC) has established itself as a leading jurisdiction for foundations, offering flexibility, confidentiality, and legal certainty. 

Whether you are a high-net-worth individual looking to secure your family legacy, a business owner aiming for structured succession, or a philanthropist wanting a robust vehicle for charitable purposes, a RAK ICC Foundation can serve as a powerful tool.  

 Let’s explore the reasons why establishing a foundation in RAK ICC is an attractive choice. 

Legal Personality and Asset Protection 

One of the most compelling reasons to set up a RAK ICC Foundation is that it has its own legal personality. Unlike a trust or a simple contractual arrangement, a foundation is recognized as a separate legal entity: 

• It can own assets in its own name, such as real estate, bank accounts, investments, and intellectual property. 

• This separation ensures that assets are legally distinct from the founder, offering protection from personal creditors or disputes. 

• Foundations also provide continuity: the assets remain under the foundation’s control even after the founder passes away, unlike direct ownership which can trigger probate complications. 

• By having a separate legal personality, a RAK ICC Foundation ensures long-term security, continuity, and formal recognition of governance structures. 

Flexibility in Purpose 

RAK ICC Foundations are highly versatile. They can be established for a wide range of purposes, including: 

• Non-charitable purposes: Commonly used for family succession planning, holding investments, or asset protection. 

• Charitable purposes: Foundations can be structured to pursue philanthropic objectives in a controlled and sustainable manner. 

• Hybrid purposes: Some foundations combine both family wealth management and charitable giving under a single governance framework. 

This flexibility allows founders to align the foundation with both personal and professional objectives without the rigidity often associated with corporate entities. 

Structured Governance 

A RAK ICC Foundation offers a robust governance framework designed to balance control and oversight: 

• Council: The foundation is managed by a council, similar to a board of directors. The council is responsible for asset management and decision-making. 

• Guardian: Founders may appoint a guardian to oversee council actions, ensuring compliance with the foundation’s charter and by-laws. 

• Charter and By-Laws: These documents define the foundation’s purpose, governance structure, succession rules, and how assets are distributed. 

This governance structure allows founders to retain strategic control, set clear rules for succession, and protect the foundation’s objectives for generations. 

Confidentiality 

RAK ICC Foundations are noted for their privacy and confidentiality: 

• The public register only contains basic information, such as the foundation’s name, registration number, date of incorporation, registered agent, and council members. 

• Beneficiary details, asset information, and internal governance structures are not publicly disclosed. 

This level of confidentiality is particularly attractive to high-net-worth individuals and families who want to maintain privacy in their wealth management and succession planning. 

Succession Planning and Family Wealth Management 

RAK ICC Foundations are ideal for succession planning: 

• Founders can define how assets are managed and distributed to heirs over multiple generations. 

• The council ensures professional management of assets while adhering to the founder’s instructions in the charter. 

• Guardians can provide additional oversight to prevent disputes among heirs and ensure continuity. 

For families, this structure mitigates potential conflicts and ensures that wealth is preserved and transferred according to the founder’s intentions. 

Asset Protection Benefits 

The separation of the foundation’s assets from personal or business ownership provides strong asset protection: 

• Assets held in the foundation are shielded from personal liabilities of the founder. 

• The foundation structure can protect against creditor claims in certain circumstances. 

• This makes RAK ICC Foundations suitable for entrepreneurs, investors, and individuals seeking to insulate wealth from external risks. 

When combined with strategic governance and proper legal documentation, a foundation can provide a highly secure wealth management framework. 

Regulatory Certainty and Legal Framework 

RAK ICC has a well-defined legal and regulatory framework for foundations: 

• The RAK ICC Foundations Regulations (2019, amended 2025) provide detailed guidance on incorporation, governance, obligations, and dissolution. 

• The foundation enjoys legal recognition under UAE law, which adds credibility and certainty for investors and international partners. 

• Obligations like maintaining accounting records and filing annual returns ensure compliance while still offering flexibility. 

This regulatory clarity reduces the risk of ambiguity and provides assurance to founders, beneficiaries, and professional advisors. 

Low Minimum Capital Requirement 

Compared to other jurisdictions, RAK ICC Foundations are accessible in terms of capital requirements: 

• A foundation can be established with a minimum capital of USD 100 (or equivalent). 

• This low threshold makes it feasible for a wide range of individuals and businesses to establish a foundation without heavy upfront investment. 

The affordability combined with flexibility makes RAK ICC a highly attractive jurisdiction for wealth structuring. 

Professional and Administrative Support 

RAK ICC Foundations require a registered agent, which ensures professional oversight: 

• Agents facilitate incorporation, liaise with the registry, and assist with compliance obligations. 

• They can also provide administrative support, such as document filing, maintaining records, and coordinating council meetings. 

• This professional involvement enhances governance, reduces operational risk, and ensures that the foundation remains compliant with regulatory requirements. 

Having a registered agent ensures that the foundation is managed professionally and efficiently, reducing the administrative burden on the founder. 

Cross-Border Versatility 

RAK ICC Foundations are suitable for international asset holdings: 

• The structure can hold UAE-based and offshore assets, including investments, real estate, and company shares. 

• Foundations can be used in international succession planning, particularly for families or business owners with cross-border interests. 

• The flexibility and legal certainty provided by RAK ICC make it compatible with global estate planning strategies. 

This versatility is a key reason why RAK ICC Foundations are increasingly popular among expatriates, global investors, and multinational families. 

Philanthropy and Social Impact 

For those with charitable intentions, setting up a RAK ICC Foundation provides a formal vehicle for philanthropy: 

• Founders can establish foundations with purely charitable objectives or combine charitable giving with family wealth management. 

• The charter and by-laws can define the purpose, beneficiaries, and mechanisms for charitable distributions. 

• Foundations can operate sustainably over long periods, ensuring that philanthropic objectives are preserved. 

This makes RAK ICC Foundations an attractive option for individuals or families who want to leave a lasting social impact. 

Strategic Uses of a RAK ICC Foundation 

Setting up a RAK ICC Foundation can serve multiple strategic purposes: 

• Family Succession Planning: Ensure smooth, conflict-free transfer of wealth across generations. 

• Asset Protection: Shield personal and business assets from liabilities and disputes. 

• Charitable Giving: Create a long-term philanthropic legacy. 

• Business Continuity: Hold company shares or investments within a foundation to maintain continuity. 

• Cross-Border Planning: Manage international assets and succession in a legally recognized framework. 

• Privacy and Governance: Maintain confidentiality while implementing professional governance structures. 

These strategic benefits make the RAK ICC Foundation not just a legal entity, but a powerful tool for legacy, planning, and security. 

Setting up a RAK ICC Foundation: Structuring Wealth for Generations 

Setting up a RAK ICC Foundation is a strategic decision that offers flexibility, security, and continuity. By providing a separate legal personality, robust governance mechanisms, confidentiality, and compatibility with both charitable and non-charitable objectives, RAK ICC Foundations have become a cornerstone for wealth management and succession planning in the UAE. 

Whether your goal is to preserve family wealth, protect assets, manage business succession, or leave a philanthropic legacy, a RAK ICC Foundation offers a structured, legally recognized, and flexible solution. Combined with professional administration and adherence to regulatory requirements, it ensures that your wealth is managed efficiently, transparently, and according to your vision, for generations to come. 

How MS Can Help in Setting Up a RAK ICC Foundation? 

At MS, we guide clients through every step of establishing a RAK ICC Foundation, ensuring a smooth, compliant, and strategically aligned process. Our team of experts provides: 

• Foundation Structuring Advice: We help define the foundation’s purpose, governance framework, and succession strategy tailored to your objectives. 

• Charter & By-laws Drafting: Our legal specialists prepare comprehensive and compliant foundational documents, ensuring clarity and enforceability. 

• Registered Agent Services: We act as your registered agent, handling liaison with RAK ICC, filings, and regulatory compliance obligations. 

• Compliance & Administration: From annual filings to maintaining records, we manage all administrative tasks, so your foundation operates seamlessly. 

• Cross-Border Guidance: For international assets or multi-jurisdictional planning, we provide strategic advice to maximize legal certainty and asset protection. 

With MS as your partner, setting up a RAK ICC Foundation is straightforward, efficient, and aligned with your long-term wealth, legacy, and philanthropic goals. 

The Essentials
A RAK ICC holding company provides a strategic way for investors and businesses to protect assets, optimize taxes, and manage multiple investments or subsidiaries efficiently. Offering flexible ownership, streamlined operations, and access to both local and international markets, it combines security, simplicity, and global reach, making it an ideal structure for long-term growth and wealth management.

Holding companies have emerged as a strategic solution for businesses and investors seeking asset protection, tax efficiency, and streamlined management of multiple investments. The RAK International Corporate Centre (RAK ICC) in Ras Al Khaimah provides a modern, flexible, and investor-friendly environment, making it an attractive choice for establishing a Holdco. Whether for real estate, subsidiaries, or intellectual property, holding companies in RAK ICC offers a structured approach to safeguard assets and unlock global opportunities.

What are Holding Companies in RAK ICC?

A holding company (Holdco) in RAK ICC is a corporate entity designed primarily to own controlling interests in other companies, rather than directly manufacturing products or providing services. The subsidiaries under holding companies in RAK ICC can be operating companies, real estate entities, intellectual property (IP) holders, or other asset-owning businesses.

Key aspects of a Holdco include:

Ownership Control: The holding company may own 100% of a subsidiary or just enough to exercise control, often through voting rights.

Oversight, Not Operations: While the holding company oversees the subsidiaries’ operations and makes major policy decisions, it does not involve itself in daily management.

Liability Shield: Separating assets and operations into different entities protects the holding company’s and other subsidiaries’ assets from the financial or legal risks of any single subsidiary.

Why Establish Holding Companies in RAK ICC?

RAK ICC, operating as a world-class corporate registry in Ras Al Khaimah, UAE, offers a modern, investor-friendly environment with access to global markets, tax efficiency, and a strong regulatory framework. Establishing holding companies in RAK ICC offers several strategic advantages:

1. Risk and Liability Mitigation

By holding investments through a RAK ICC Holdco, personal and corporate exposure to financial or legal risks is minimized. Creditors of a subsidiary cannot access the assets of the holding company or other subsidiaries.

2. Tax Efficiency

RAK ICC companies benefit from 0% corporate tax, capital gains tax, and personal income tax, while strategic structuring can optimize withholding taxes on income and capital gains. Additionally, UAE’s extensive network of double taxation treaties enhances tax planning opportunities for international investors.

3. Income Segregation and Simplified Bookkeeping

Holding income from specific properties or investments in a separate Holdco allows for clear segregation of revenue streams. This simplifies accounting, financial reporting, and tax filings, particularly when managing multiple assets.

4. Flexible Ownership and Transfer Options

RAK ICC allows 100% foreign ownership and full repatriation of profits. Furthermore, investors can transfer shares of the Holdco instead of selling the underlying assets directly, reducing transaction costs, legal fees, and taxes associated with property or business transfers.

5. Inheritance and Succession Planning

Assets held under a RAK ICC Holdco can be structured to minimize inheritance tax liabilities in certain jurisdictions. This facilitates smoother succession planning and long-term wealth protection.

6. Seamless Banking Solutions

RAK ICC companies can open corporate bank accounts both locally and internationally, ensuring effective management of rental income, operational expenses, and investment-related payments.

Ideal Activities for RAK ICC Holding Companies

Holding companies in RAK ICC can serve multiple purposes depending on the investor’s strategic objectives:

Asset Management: Oversee shares in local and international businesses, manage real estate, and maintain banking operations.

Wealth Protection: Shield assets from subsidiary liabilities to minimize financial exposure.

Intellectual Property Management: Centralize IP ownership to enhance protection and optimize monetization strategies.

Steps to Establish a RAK ICC Holding Company

Setting up a holding companies in RAK ICC is a straightforward process:

• Choose the Business Structure
  Decide between structures such as an International Business Company (IBC) or a Special Purpose Vehicle (SPV), depending on investment goals and regulatory requirements.
• Gather Required Documentation
  Prepare identification documents, proof of address, and completed incorporation forms detailing company structure, ownership, and activities.
• Submit Incorporation Documents
  File the documents with RAK ICC’s Registrar of Companies for compliance with legal requirements.
• Approval and Registration
  The approval process typically takes 5–7 working days, after which the company receives its Certificate of Incorporation.
• Open Corporate Bank Account
  Set up a local or international corporate bank account for financial management, investments, and operational expenses.

Key Considerations and Regulatory Compliance

• Registered Agent: Every RAK ICC company must appoint a UAE-based registered agent to handle administrative and legal matters.
• Confidentiality: Shareholder details are not publicly disclosed, ensuring privacy and discretion.
• Compliance: RAK ICC companies must maintain accurate records, adhere to economic substance standards, and comply with regulatory requirements to uphold legitimacy.

How Can MS Assist in Establishing Holding Companies in RAK ICC?

MS offers support for establishing holding companies in RAK ICC, guiding you through business structuring, regulatory compliance, documentation, and company registration. We assist with opening local and international corporate bank accounts, appointing registered agents, and ensuring ongoing compliance with RAK ICC requirements. By combining local expertise with strategic advisory on asset management, tax efficiency, and risk mitigation, MS ensures your holding companies in RAK ICC are set up easily and positioned for long-term success.

The Essentials 

Foundation setup in RAK ICC provides a secure and flexible framework for wealth preservation and legacy planning. The 2025 amendments enhance governance, asset protection, creditor safeguards, and dispute resolution, reinforcing RAK ICC foundations as a trusted vehicle for long-term family and investor planning. With MS’s end-to-end advisory and implementation services, clients can establish well-structured, compliant, and future-ready foundations that align with their strategic wealth, succession, and philanthropic goals. 

Preserving wealth across generations demands foresight, structure, and legal certainty. Foundations have become an indispensable tool for families and investors aiming to safeguard assets, manage succession, and retain control over long-term wealth strategies. 

The Ras Al Khaimah International Corporate Centre (RAK ICC) offers a sophisticated and secure foundation framework in the UAE. With robust governance standards, comprehensive asset protection measures, and flexible structuring options, RAK ICC foundations empower founders and families to implement strategic legacy and wealth planning while ensuring stability and continuity across generations. 

In July 2025, RAK ICC introduced significant amendments to its Foundations Regulations, effective from 31 July 2025, under the RAK ICC Foundations Regulations 2019, Amendments 2025. 

These reforms further enhance legal certainty, shield assets from external interference, and streamline dispute resolution. By combining strong governance, robust protection, and international enforceability, Foundation setup in RAK ICC remain one of the most secure and flexible vehicles for cross-border wealth planning, setting a new benchmark for legacy and family governance in the UAE. 

Key 2025 Amendments for Foundation Setup in RAK ICC 

The 2025 reforms strengthen the legal, governance, and dispute-resolution framework for foundations, focusing on international enforceability, creditor protection, and arbitration. Key highlights include: 

1. Firewall Provisions 
Foundations are now shielded from enforcement of any foreign judgment or legal action inconsistent with RAK ICC law. This effectively bars recognition of foreign rulings that contradict UAE legal principles or interfere with foundation assets. 

2. Three-Year Statute of Limitations 
A new three-year limitation period applies to any legal action challenging a foundation’s establishment or the transfer of assets into it, enhancing certainty and protecting assets from late-stage claims.  

3. Creditor Claim Restrictions 
Fraudulent transfer claims are only valid where the founder intended to defraud creditors and the transfer rendered the founder insolvent. Any liability is limited to the specific asset involved protecting other foundation holdings from exposure.  

4. Duress Protections  
Actions taken under foreign coercion or legal pressure are invalid. Foundation officers are instructed to disregard non-UAE orders to maintain autonomous decision-making.  

5. Reinforced Arbitration System 
Disputes may now be privately arbitrated with tribunals granted powers equivalent to the RAK or DIFC/ADGM courts. This strengthens confidentiality and simplifies cross-border dispute resolution.  

6. Private Trustee Foundations (PTFs) 
The amendments clearly separate trust assets from foundation property, confirming fiduciary integrity and asset segregation where a foundation holds trust property. 

Foundation Setup in RAK ICC: Strengthening Governance and Asset Protection for Generational Wealth 

The 2025 amendments underscore RAK ICC’s commitment to providing a robust, secure, and internationally aligned foundation regime. By enhancing governance, reinforcing asset protection, and streamlining dispute resolution, these reforms ensure that foundation setup in RAK ICC continues to serve as a trusted vehicle for legacy preservation and strategic wealth planning. For families, founders, and investors seeking long-term certainty and control over their assets, RAK ICC foundations offer a stable, flexible, and future-ready solution in the evolving landscape of UAE wealth management. 

How MS Supports Foundation Setup in RAK ICC? 

MS offers end-to-end advisory and implementation services for Foundation setup in RAK ICC, guiding clients in structuring their foundations to achieve asset protection, succession planning, and philanthropic objectives. We oversee the full setup process, including drafting the Charter and By-laws, coordinating Council and Guardian appointments, completing all registration formalities with RAK ICC, and ensuring ongoing regulatory compliance. With MS’s expertise, you can establish a secure, well-governed, and future-ready foundation aligned with your long-term wealth and legacy goals. appointments, completing all registration formalities with RAK ICC, and ensuring ongoing regulatory compliance.  

The Essentials

The Dubai Land Department (DLD) has signed a memorandum of understanding with Ras Al Khaimah International Corporate Centre (RAK ICC), allowing companies registered under RAK ICC to own and register freehold properties in Dubai. This development provides investors pursuing a company set up in RAK ICC with direct access to Dubai’s property market, opportunities for portfolio diversification, and enhanced options for wealth structuring.

The Dubai Land Department (DLD) has signed a memorandum of understanding (MoU) with Ras Al Khaimah International Corporate Centre (RAK ICC), giving companies registered under RAK ICC the ability to own and register freehold properties in Dubai.

This marks a significant step for RAK ICC, which has grown into one of the UAE’s leading corporate registries, attracting international investors seeking efficient structures for holding, wealth planning, and asset protection. The MoU now extends these advantages into Dubai’s real estate sector, one of the region’s most attractive markets.

How the Agreement Works?

Under the MoU, RAK ICC companies can now apply to register freehold properties, land, or related rights in Dubai through DLD. To complete the registration process, those who are looking for a company set up in RAK ICC must:

• Provide the required legal documentation proving ownership.
• Submit a No Objection Letter from relevant stakeholders.
• Pay registration fees in line with DLD’s procedures.

While the framework primarily targets companies with natural person shareholders, DLD can also approve registrations for companies involving juristic persons (corporate entities) or mixed ownership structures. This flexibility ensures that both small investors and structured holding companies can benefit from Dubai’s freehold property opportunities through their RAK ICC entity.

By following these steps, investors undertaking a company incorporation in RAK ICC can seamlessly integrate property ownership in Dubai into their corporate and investment strategies, enhancing both asset diversification and long-term growth potential.

Why This Matters for Investors Looking for Company Set up in RAK ICC?

For investors using RAK ICC, this MoU represents a new layer of opportunity:

• Direct Entry to Dubai’s Property Market: Previously, freehold ownership in Dubai was restricted for many free zone companies. With this agreement, RAK ICC entities gain direct access.
• Portfolio Diversification: Holding companies set up in RAK ICC can now expand their portfolios by adding Dubai-based residential, commercial, or mixed-use assets.
• Wealth Structuring Advantage: RAK ICC companies are widely used for asset protection and succession planning. Owning Dubai property through these entities adds a real estate dimension to wealth structuring strategies.
• International Appeal: Dubai’s reputation as a safe, high-yield property market enhances the global appeal of RAK ICC structures for investors.

Strategic Alignment Between Dubai and RAK ICC

The collaboration reflects a broader UAE trend of economic integration and cooperation between emirates. For DLD, working with RAK ICC allows it to extend regulatory expertise and encourage more investment into Dubai’s property market. For RAK ICC, the MoU strengthens its position as a preferred jurisdiction for international investors, adding real estate ownership to its portfolio of advantages.

This alignment supports Dubai’s long-term strategy of:

• Attracting international capital.
• Ensuring transparent, regulated property ownership pathways.
• Expanding real estate investment options across different corporate structures.

Broader Context of DLD’s Initiatives

The MoU with RAK ICC is part of DLD’s wider efforts to improve access and services for investors. DLD has also signed agreements with other RAK government entities, as well as initiatives with banks and financial institutions to streamline real estate processes. Together, these efforts reflect Dubai’s ongoing ambition to remain a global hub for real estate innovation, investment, and regulation.

Company Set up in RAK ICC: The Outlook Ahead

For global investors, the RAK ICC–DLD MoU provides both security and opportunity. Companies undergoing a company formation in RAK ICC can now confidently acquire Dubai freehold property within a clear regulatory framework, opening new avenues for growth, wealth diversification, and long-term planning.

By combining the investor-friendly environment of a RAK ICC company set up with Dubai’s thriving property market, this partnership further strengthens the UAE’s position as a premier destination for international investment.

How Can MS Help with Company Set up in RAK ICC?

MS simplifies the process of establishing a company in RAK ICC, guiding investors to take full advantage of the new opportunity to own Dubai freehold property.

Our Support Includes:

• Company Incorporation: Complete handling of applications, documentation, and approvals for company set up in RAK ICC.
• Regulatory Compliance: Ensuring your entity meets all RAK ICC requirements.
• Property Registration Guidance: Assistance with documentation and DLD coordination for Dubai freehold ownership.
• Ongoing Corporate Services: Secretarial support, amendments, and compliance management.

The Essentials 

RAK ICC Foundations are independent legal entities under the Ras Al Khaimah International Corporate Centre, designed to provide asset protection, succession planning, and long-term wealth management. With clear governance, perpetual existence, and robust legal safeguards, Foundations in RAK ICC allow founders to separate personal assets, define beneficiaries, and even pursue philanthropic goals, making them a powerful tool for preserving and growing wealth across generations in the UAE. 

Wealth is more than what you hold today – it’s the legacy you leave tomorrow. RAK ICC Foundations, established under the Ras Al Khaimah International Corporate Centre, offer a smart, secure, and flexible way to protect assets, plan succession, and support causes that matter. By functioning as independent legal entities with clear governance and perpetual existence, these Foundations give founders the power to preserve their legacy, safeguard their family’s future, and make a lasting impact in the UAE. 

What is a RAK ICC Foundation? 

A RAK ICC Foundation is a civil law-based, self-owning legal entity distinct from the founder’s personal estate. Unlike traditional trusts in common law jurisdictions, Foundations are independent legal persons with no shareholders or ownership rights. The assets contributed to a Foundation belong solely to it, providing a clear segregation of wealth between the founder and the Foundation. 

Functionally, Foundations in RAK ICC is similar to a corporation in terms of governance and legal recognition but offers unique flexibility for asset protection, succession planning, and philanthropic activities. 

Governance Structure of Foundations in RAK ICC 

The governance of a RAK ICC Foundation is structured to ensure compliance with the founder’s objectives while enabling independent management: 

• Founder: The creator of the Foundation, either an individual or corporate entity, who contributes assets and defines the Foundation’s purpose. 

• Council: The operational body responsible for day-to-day management, requiring at least two members. 

• Guardian (optional): Provides oversight to ensure the Council operates in alignment with the founder’s intentions. The Guardian cannot be a Council member and may be the founder or an independent appointee. 

• Qualified Recipients: Beneficiaries entitled to receive benefits or distributions from the Foundation. 

• Designee: In scenarios without beneficiaries, the Foundation’s assets revert to a designated party or authority as specified in the Charter. 

Key Purposes and Benefits of Foundations in RAK ICC 

1. Asset Protection 

Foundations in RAK ICC are particularly effective in shielding assets from forced inheritance laws, creditor claims, and other external risks. By placing assets within the Foundation, founders create a legal barrier protecting family wealth, business holdings, or philanthropic funds. 

2. Succession and Estate Planning 

Founders can define the distribution of assets across generations through the Foundation’s Charter and by-laws, significantly reducing potential disputes among heirs. This makes Foundations ideal for families or corporate entities seeking long-term wealth continuity. 

3. Perpetual Asset Management 

Unlike some trusts, which have a limited duration, Foundations in RAK ICC have an unlimited lifespan, allowing assets to be managed and preserved indefinitely. This feature is especially beneficial for multi-generational planning. 

4. Philanthropic Activities 

Foundations can be structured for charitable purposes, enabling founders to support causes of personal or societal significance while maintaining governance, accountability, and transparency. 

Legal and Accounting Requirements 

Foundations in RAK ICC are subject to a clear but flexible regulatory framework: 

• Governance Documents: Foundations operate under a Charter, defining legal identity, and By-laws, outlining operational rules. 

• Accounting: Proper accounting records must be maintained. While annual audits are not mandatory, they are recommended for transparency and compliance. 

• Legal Framework: Founders can choose the applicable law and dispute resolution mechanism, including courts in DIFC or ADGM, depending on preference. 

• Privacy: RAK ICC maintains confidentiality by restricting access to detailed records, ensuring privacy for founders and beneficiaries. 

Foundations in RAK ICC: Recent Enhancements and Protections (2025 Amendments) 

The 2025 regulatory updates have strengthened the legal certainty and protection of RAK ICC Foundations: 

• Firewall Provisions: Safeguard Foundations from conflicting foreign judgments. 

• Three-Year Statute of Limitations: Limits challenges to Foundation establishment or asset transfers to three years, enhancing predictability. 

• Cause of Action and Duress Protections: Assets transferred under coercion or creditor fraud are only affected to the extent necessary to resolve claims. 

• Enhanced Arbitration Framework: Disputes can now be resolved through arbitration with powers comparable to courts, ensuring confidentiality and enforceability. 

• Clarifications on Private Trustee Foundations: Defines responsibilities for assets held in trust by Foundations, providing regulatory clarity. 

Registration and Setup Process 

• Application Submission: Includes the Foundation application signed by founders, Charter, By-laws, and Guardian’s consent if applicable. 

• Documentation: Certified ID, proof of residence, Ultimate Beneficial Owner (UBO), and Source of Wealth declarations. 

• Approval: Typically granted within three business days. 

• Post-Registration Compliance: Open bank accounts, maintain records in line with anti-money laundering regulations, and submit annual returns. 

How MS Can Assist with RAK ICC Foundation Setup? 

MS provides comprehensive advisory and implementation services for RAK ICC Foundations, helping you structure Foundation to meet asset protection, succession, and philanthropic goals. We manage the entire setup process, including drafting the Charter and By-laws, facilitating Council and Guardian appointments, handling all registration formalities with RAK ICC, and ensuring ongoing compliance. With our guidance, you can establish a robust, secure, and well-governed Foundation tailored to their long-term objectives. 

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.