RAK WHITE PAPER

International Business Companies in RAK Offshore. Main Features of RAK Offshore Companies are:

It may have non-resident as director or shareholder. It may own real estate in the U.A.E., with prior authorization from RAK Investment

Authority. It may not do banking and insurance business without special license. It may hold shares in other U.A.E. and worldwide companies. It cannot carry on business with in the U.A.E. It does not need to have physical office in the U.A.E.

Incorporation

Incorporation can be completed within three working days of all documents being received at our local Dubai office. In exceptional circumstances companies may be incorporated within shorter timeframes. The entire process of company formation can be completed remotely and there is no need to visit the U.A.E.

Companies that set up in RAK Offshore are entitled to the following:

Reduced Dividends Tax Exempting Deposits from Tax Exempting Capital gains from Tax Exempting national air carrier and shipping companies working in international traffic from

taxes and fees Exempting Government Sector Establishments from Taxes on Dividends, Interest and capital

gains Impact of the Tax Agreements on attracting Foreign Investments and capital movements The Significance of the Tax Agreements to the Foreign Investor and the capital movements 100% Income tax exemption 100% Corporate tax exemption 100% Capital & Profit repatriation 100% Ownership in Free Zones

Name

The nature of the company has to be indicated through the words 'Limited', 'Corporation', 'Incorporated', 'Societe Anonyme', 'Sociedad Anonima', 'Unlimited' or the abbreviation 'Ltd', 'Corp.', 'Inc.', 'SA' or 'Unl'.

No names are permissible that resemble any company name already registered or that appear misleading or contain the names of any governmental organizations existing in the UAE.

Words that connotate financial activity such as 'Assurance', 'Bank', 'Building society', 'Royal', 'Trust Company', 'Trustee Company' etc. will require justification.

Taxation

RAK International Companies are exempt from all taxes on income and wealth. This is because Ras Al Khaimah does not have a tax regime. There are no foreign exchange controls and no withholding taxes. There are no Value Added, Capital Gains or other taxes. On top of being investor friendly and uncomplicated in setting up, RAK Offshore is also subject to 0% tax rates. Directors

The International Company must have at least one director who may be an individual or a corporation. There is no restriction on the nationality of this officer.

Secretary

There is an obligation to appoint a company secretary. There is no restriction on the nationality or residence of the company secretary. The director of the company, even a sole director, may serve as the secretary.

Shareholders

The International Company must have at least one shareholder. Shareholders may be individuals or corporate entities and there is no restriction on their residence or nationality.

Registered Office & Registered Agent

The International Company is required at all times to have a Registered Agent within the UAE. The Registered Agent shall provide a registered office address for the International Company which shall be the company's address of record with the authorities and for legal correspondence. Share Capital

Share capital may be denominated in USD. There is no minimum capital requirement for an International Company. Share capital must be paid up but there is no requirement to submit documentary proof of payment to the registrar.

Annual Requirements

An International Company is required to pay its license fee before the relevant anniversary of its incorporation to remain in good standing.

Audit & Accounts

An International Company must maintain such books of account as are considered necessary by the directors. There is no requirement to file accounts on an annual basis. There is no requirement to appoint an auditor to the International Company.

Public Record & Disclosure Requirements There is no public record of an International Company's directors or shareholders. The International Company's Registers of Directors and Shareholders and its Memorandum and Articles of Association are not on the public record.

Re - Domiciliation

Companies incorporated outside the UAE may be re-domiciled as an RAK International Company provided they meet the relevant requirements of an RAK International Company.

Banking

International Companies have access to bank accounts with global financial institutions. Facilities provided by most banks will include internet banking, phone banking, cheque books, debit cards, multiple currency accounts, among others. The exact facilities and minimum balance requirements will vary according to the bank and nature of the account. Activities/ Restrictions on Activity International Companies may engage in any lawful activity for which they are organized under the RAKIA offshore companies regulation.

International Companies can own property globally and within the Ras Al Khaimah emirate, but not in Dubai. If property investment in Dubai is the primary objective, alternative beneficial structures are available.

International Companies are prohibited from carrying on business with persons resident in the U.A.E. However, an International Company shall not be treated as carrying on business with persons resident in the UAE by reason only that it:

a) Makes or maintains professional contacts with legal consultants, accountants and management companies;

b) Prepares and maintains books and records:

c) Holds its General Meetings or meetings of Directors

d) Leases office space for its use as a registered office; or

e) Holds a bank account for the purpose of conducting routine transactions

In the event that the International Company desires to carry on business either within Ras Al Khaimah or elsewhere in the UAE, the proper license should be obtained from the competent authority.

Documents required:

For Individual Applicants:

Application/Order form Memorandum of Association (prepared by us) Passport copy of the Director/Shareholder – copy attested Bank reference letter – original Proof of residence (utility bill) – original

For Corporate Applicants:

Application/Order form Memorandum of Association (prepared by us) Copy of license or Certificate of Incorporation and Memorandum and Articles of Association of the parent company certificate issued by the Chamber of Commerce or any other body (documents must be apostilled or attested as true copy from the company registry where the company is incorporated, or the originals need to be submitted for review) Board resolution – original Passport copy of the Directors/Shareholders – copy attested Good standing certificate - original

The information in this document is of a general nature and is not intended to address the circumstances of any particular individual or entity. There can be no guarantee that the information in this document is accurate as of the date it is received, or that it will continue to be accurate in the future. No individual or entity should act on the contents herein without appropriate professional advice and only after a complete examination of their particular circumstances.