RAK ICC Segregated Portfolio Company
A Segregated Portfolio Company (SPC) within RAK ICC operates as a company limited by shares, empowered to establish up to ten segregated portfolios for the explicit purpose of isolating the assets and liabilities held within or on behalf of each segregated portfolio from the broader assets and liabilities of the company. The creation of segregated portfolios is contingent upon the Registrar’s satisfaction with the directors’ knowledge and expertise, ensuring adept management.
SPC
An SPC, also known as a protected cell company, distinguishes assets within its segregated portfolios, encompassing share capital, retained earnings, capital reserves, share premiums, and all other assets specifically associated with or held within each segregated portfolio.
Advantages
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100% Foreign Ownership
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Full Repatriation of Profits and Capital
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Ability to Open Local and International Bank Accounts
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Establishment of Subsidiaries with Free Zone Benefits and Double Taxation Treaty Benefits
Key Features of an RAK ICC Segregated Portfolio Company
Separate Legal Personality
Functions as a distinct legal entity independent of its shareholders.
Independently Maintained Register of Members
The Registrar maintains a definitive register of members, indicating shareholders and, if applicable, portfolio details.
Restrictions on Purpose
Unlimited corporate capacity, with a general restriction on conducting business within the United Arab Emirates or engaging in financial services businesses unless stated otherwise.
Registered Agent
Requires a registered agent at all times; a company secretary is optional and not a recognized function under the Business Companies Regulations.
Limited Liability of Shareholders
Each shareholder’s liability is confined to the agreed-upon share capital.
Flexible Memorandum and Articles
While a template is provided, flexibility exists in structuring the Memorandum and Articles of Association. Multiple classes of shares are permissible.
High Anti-Money Laundering Standards
Registered agents adhere to relevant UAE anti-money laundering rules, as outlined in the Registrar’s Guide.
Up to Ten Segregated Portfolios
Allows the creation of up to ten segregated portfolios, with assets ring-fenced from general liabilities.
Privacy
Generally, Registrar records are accessible only to directors, shareholders, or the registered agent.
Directors
Permits the appointment of corporate directors, with a mandatory requirement for at least one natural person director.
Separation of Liability
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Liabilities to creditors are limited to the assets within each segregated portfolio.
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Creditors with claims related to a specific segregated portfolio have recourse only to the assets linked to that portfolio.
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While an SPC is a single legal entity, segregated portfolios are treated as separate legal entities for bankruptcy purposes.
