How to Change the Registered Agent of a UAE Offshore Company (RAK ICC and JAFZA)

A UAE offshore company changes its registered agent through its registry. At RAK ICC the company passes a resolution and the new agent files a notice that the Registrar registers, and the old agent cannot block it. At JAFZA Offshore the request goes through the Dubai Trade portal, needs a No Objection Certificate from the current agent, and takes 5 working days.

This guide sets out both routes from the registries’ own published texts, and says plainly where the published text stops. Agent fees, bank effects and re-verification checks are mostly not published, so they are covered as questions to put to the new agent in writing. For background on what these companies can and cannot do, see offshore company setup: what it cannot do, real cost and process and whether an offshore company can trade.

Two registries, two different routes

The registered agent is the licensed firm that holds the company’s registered office, files its notices and acts as its link to the registry. Changing it does not create a new company. It changes who is on record. Because RAK ICC and JAFZA run separate registries with separate rules, the process for one does not carry over to the other.

Compare the two registries before choosing between them in the first place in RAK ICC versus JAFZA Offshore for a holding company.

The RAK ICC route

Regulation 95 of the RAK ICC Business Companies Regulations 2018 sets out the whole process. The company must pass a resolution to change its registered agent. The members can pass it, or the directors can if the memorandum or articles authorise them to. The company then files a notice in the approved form together with a certified copy of the resolution.

• The notice must be signed by the new agent, confirming that it agrees to act.
• A written members’ resolution must be certified as a true copy of the original by the registered agent.
• Normally the existing agent files. If it does not file within 14 days of the company asking, the proposed new agent may file instead.
• When the new agent files, the Registrar waits. It registers the notice only 7 days after notifying the existing agent.
• The change takes effect when the Registrar registers the notice. The Registrar sends an endorsed copy to both agents.

What the outgoing agent must still do

The regulation puts duties on the agent that is leaving. Within 14 days of the endorsement it must transfer all documents and records of the company to the new agent. On request, an agent must provide within five days a certificate stating the amount of any outstanding fees. The outgoing agent may charge an administrative fee, up to a maximum set by the Registrar. The regulation does not state that maximum, and no RAK ICC page that we could find states it either.

The regulation also voids any term in a service agreement that restricts or delays the company’s ability to change agent, apart from that permitted administrative fee. Advisers often say an old agent’s No Objection Certificate is required. At RAK ICC the regulation gives the company a route that does not depend on it.

The registered office moves with the agent

Regulation 91 says that if the registered agent has an office in the UAE, the company’s registered office is the office of that agent. When the agent changes, the registered office changes with it. Regulation 95 also states that a company is not required to amend its memorandum or articles to reflect a change of registered office or registered agent.

The JAFZA Offshore route

JAFZA runs the change as an online service. The company, through the new agent, logs in to the Dubai Trade portal, opens “Registration”, selects “Offshore Registration Amendment” with the “Approval” option, and then selects “Register Agent Change” to submit the documents.

• An appointment letter from the new agent.
• A No Objection Certificate from the current agent.
• A shareholder resolution stating the change of agent. The guide describes it as stamped by the existing agent, with a parenthetical note that it is stamped by the new agent as well, so confirm exactly which stamps JAFZA expects.
• The original Memorandum and Articles of Association.
• An amended Memorandum of Association signed by the shareholders.

JAFZA adds that the Registrar reserves the right to call for extra documents. The guide states a processing time of 5 working days.

JAFZA’s published fees

The guide lists AED 200 as the transaction fee and AED 500 for the MOA amendment. Courier costs AED 10 within the free zone and AED 20 outside it. Those figures add up to AED 700 plus courier, which is our arithmetic and not a total printed on the page. The page is dated 22 July 2024, so check it on the day you file. The fees an agent charges you for preparing the work are separate and are not set by JAFZA.

The JAFZA guide does not say what happens if the current agent will not issue the No Objection Certificate, and it does not mention unpaid fees. Treat the certificate as a real dependency and ask for it early. For what a JAFZA offshore company costs to keep, see offshore company renewal costs at RAK ICC and JAFZA.

What neither registry publishes

Several points that clients ask about have no official answer that we could find. We list them so that you ask the new agent for each one in writing before you sign.

• The RAK ICC registry fee for filing the notice. One agent blog quotes AED 1,500, which we could not confirm on a RAK ICC page.
• The cap on the outgoing agent’s administrative fee at RAK ICC.
• How long the RAK ICC Registrar takes once a notice is filed.
• Whether the company needs fresh identity checks by the new agent. Registered agents carry their own compliance duties, set out in the RAK ICC compliance policy for registered agents.
• Any effect on a bank account. The bank is a separate institution with its own rules, covered in why offshore bank accounts are harder to open and keep and in the 2026 offshore banking comparison.

A sensible order of work

1. Ask the current agent in writing for the outstanding fees certificate, and for the No Objection Certificate if you are at JAFZA.
2. Choose the new agent and get its fee quote and its onboarding checklist in writing.
3. Pass the shareholder or director resolution with the wording the registry expects.
4. File through the registry’s channel and keep the endorsed copy or the portal acknowledgement.
5. Confirm that the old agent has handed over the company records.
6. Tell the bank, any counterparties and any directors who deal with the registry that the agent has changed.

Common mistakes when changing registered agent

• Letting the old agent hold the change hostage over disputed fees at RAK ICC, when the regulation gives the company another route.
• Assuming the JAFZA rule matches RAK ICC and starting without a No Objection Certificate.
• Signing a service agreement with the new agent that repeats the lock-in terms the RAK ICC regulation says are void.
• Forgetting the amended Memorandum of Association at JAFZA.
• Not asking for the company records after the change takes effect.

When professional help is worth it

If the old agent cooperates and the company has no unpaid fees, the paperwork is short. Help earns its fee when the old agent has stopped responding, when fees are in dispute, or when the company also has a bank account that must be told. e.zone’s offshore team can prepare the resolution, deal with the registry and handle the handover.

Sources: JAFZA guide to changing the registered agent and the RAK ICC Business Companies Regulations 2018. This guide is general information, not legal advice.

Frequently asked questions

Related Reading

Offshore Company Setup

EU Beneficial Ownership Disclosure and UAE Offshore Companies: The Dual-Compliance Reality

Offshore Company Setup

UAE Offshore Company Banking in 2026: JAFZA vs RAK ICC vs Ajman Compared

Offshore Company Setup

RAK ICC Offshore Companies Can Now Hold Dubai Real Estate: What Changed

Offshore Company Setup

DIFC Prescribed Company Regime 2026: What the Wider Access and New CSP Requirement Actually Mean