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Document Checklist for Change of Domicile to RAK ICC

PART A: DOCUMENTS REQUIRED FOR CONTINUATION

• Consent letter from the existing registered agent.

• A certified copy of the certificate of incorporation (or equivalent formation document).

• A current, original Certificate of Good Standing.

• Draft Memorandum and Articles of Association (MOA and AOA) reflecting the intended structure post-continuation under RAK ICC.

• Proof that the company’s current jurisdiction permits redomiciliation to RAK ICC—this is typically a written confirmation from the registrar in the existing jurisdiction.

• A declaration by the registered agent or the directors confirming that the continuation request, along with the proposed MOA and AOA, has been approved by (a) the majority of directors, shareholders, or other authorized individuals, and (b) all holders of any securities or encumbrances over the company’s assets or shares.

• A solvency declaration by the registered agent or directors confirming that the company is not legally barred from transferring its domicile to RAK ICC.

• An original and up-to-date Certificate of Incumbency or a director-signed statement attaching a certified copy of the current shareholder and director register, including all details required by the RAK ICC Registrar.

• Complete KYC (Know Your Customer) documentation for all directors and shareholders.

PART B: KYC REQUIREMENTS (BASED ON PART A)

For Individual Shareholders and Beneficial Owners:

• Certified copy of a valid passport.

• Certified copy of a recent utility bill, tenancy contract, residency certificate, tax bill, or bank statement showing current residential address.

For Corporate Shareholders:

• Certified copy of certificate of incorporation/registration and relevant trade license (if applicable).

• Certified copies of the company’s MOA and AOA.

• Current Certificate of Incumbency or equivalent shareholder/director register extract.

• Up-to-date Certificate of Good Standing.

• Certified passport copy of the authorized signatory representing the corporate entity.

• List of shareholders and ultimate beneficial owners.

• Certified resolution from the corporate shareholder approving the change of domicile.

For Trust Entities as Shareholders:

• Trust deed.

• Certified and current extract from the Trust register.

• Details of any amendments or additions to the Trust.

• Certified copies of passports for the settlor, protector, and beneficiaries.

• If the trustee is a corporate body, refer to the requirements for corporate shareholders.

• If the trustee is an individual, refer to the requirements for individual shareholders.

For Foundations as Shareholders:

• Certified incorporation or registration document and trade license (if applicable).

• Charter and regulations of the Foundation.

• Meeting minutes approving incorporation of the RAK ICC entity.

• Current Certificate of Good Standing.

• For council members or protectors who are individuals, refer to the requirements for individual shareholders.

For Individual Directors or Secretaries:

• Same documentation as required for individual shareholders.

• Letter of consent confirming their appointment.

For Corporate Directors or Secretaries:

• Fulfill points 1–6 under corporate shareholders.

• Resolution by the corporate entity confirming acceptance of the appointment as director/secretary.

Important Notes:

• If any portion of the MOA and AOA is signed outside the UAE, signatures must be notarized.

• If the MOA and AOA are fully signed within the UAE, an undertaking letter from the registered agent must be provided.

• If a Power of Attorney (POA) is used to sign any document, include the POA along with the passport copy of the attorney-in-fact.

• Any documents in a language other than English or Arabic must be submitted with certified translations.

• All time-sensitive documents must be dated within 3 months from the submission date.

• All documents must be properly signed and stamped by a registered agent. Copies must be certified by the agent or a notary.

• The Registrar retains the right to request further documentation at their discretion.

• Registered Agents must ensure compliance with Regulation 26 of the RAK ICC Registered Agent Regulations 2018 and all relevant UAE laws, including anti-money laundering and counter-terrorism financing regulations.

Key Highlights of RAK ICC Offshore Companies