Offshore company structuring

Define what the structure needs to achieve

An offshore company may be considered for international ownership or holding arrangements. The starting point is a legitimate commercial objective: the interests to be held, the transactions contemplated and the countries involved. Hyam El Hachem Law Firm can discuss the corporate and contractual questions within an agreed legal mandate.

RAK ICC identifies international ventures, asset holding and relocation among the uses of its companies. Suitability remains a question for the particular structure, assets and owners; a registry’s general description is not a recommendation for every business.

Distinguish a holding structure from an operating business

If you intend to employ staff, occupy operating premises or serve customers in the UAE, explain this at the outset. Compare the requirements for a free zone or mainland operating company before settling on an offshore vehicle.

The discussion should also identify where decisions will be made, how funds will move and whether existing contracts or assets can be transferred. A company name or place of registration does not by itself settle licensing, tax residence or immigration questions.

Keep the legal and registration roles clear

The firm’s role can include reviewing the proposed ownership arrangements, corporate documents and commercial agreements, and identifying questions for advisers in the relevant jurisdictions. Any foreign-law or specialist work should be allocated expressly.

For RAK ICC incorporation, the registry directs applicants to a registered agent. Where a registry requires an authorised provider, that appointment is distinct from the firm’s legal advisory engagement. This page does not represent the firm as a registered agent of a particular registry.

Consider governance, disclosure and continuity

A useful structure needs a practical account of who owns it, who controls it and how changes will be managed. Identify the information needed for beneficial ownership and due diligence, and seek advice on the obligations relevant to the countries concerned.

Discuss succession, transfers of shares and decision-making if an owner becomes unavailable. Banking is a separate process: RAK ICC expressly distinguishes incorporation from a bank’s account-opening procedures. No banking, tax or residency outcome should be assumed.

Bring a clear brief to the first discussion

Begin with the business objective and a simple diagram of the proposed ownership. The firm can then discuss the appropriate scope of legal review and the other professional input required.

• The owners, their countries of residence and any existing entities.
• The nature and location of the assets or business interests involved.
• The intended activities and countries in which business will be conducted.
• Any proposed registry, agent, formation documents or quotation.
• Your governance, succession and timetable concerns.
• Consultations in English, French or Arabic; meetings online or in Dubai by arrangement.