1 Ras Al Khaimah International Corporate Centre Business Companies Regulations 2016 (“RAK-ICC Business Regulations 2016” or “the Regulations”) are promulgated by the Board of Directors of International Corporate Centre of Ras Al Khaimah pursuant to Ras Al Khaimah Decree No 4 of 2016 concerning the Establishment of International Corporate Centre.
Zone means the area within geographic limits of RAK-ICC as stipulated from time to time by the Ruler of Ras al Khaimah.
2 Provisions of Federal Law No 2 of 2015 concerning UAE Commercial Companies shall not apply to entities set up under RCC-ICC Business Companies Regulations.
3 Earlier RAK offshore/international companies set up under the following Regulations:
-RAK International Company (under RAK Free Trade Zone International Companies Regulations 2006)
-RAKIA Offshore Company (under RAKIA International Business Companies Regulations 2006)
will require to be re-registered under RAK-ICC Business Companies Regulations 2016
Following documents are required for re-registration
-Application form for re-registration
-Members resolution for re-registration
-Addendum to Memorandum & Articles of Association OR
-New Memorandum & Articles of Association for re-registration
After the 31 December 2017, any existing company which has not been re-registered will cease to exist as the former legal entity and will be automatically re-registered as a RAK-ICC company. Any company thus re-registered will be permitted to carry out business upon submission of the relevant documents pertaining to re-registration.
4 A Company Limited By Shares (referred to as “the Company or RAK-ICC Company”) can be set up under the Regulations when a Registered Agent submits an application for incorporation, completed in all respects, to the Registrar (including submitting Memorandum & Articles, consent to act as Registered Agent, and the particulars of shareholders and directors). On registration of the Memorandum & Articles, the Registrar issues a certificate of incorporation and the Company acquires legal personality and can enter into contracts in its own name.
5 The name of the RAK-ICC Company shall end with Limited (or Ltd)/Incorporated (or Inc.)
6 Every Company must have a Registered Agent licensed by the Authority, and the address of the Registered Agent shall be the registered office address of the Company. There is no physical office and no visa issued for the Company.
7 Under Regulations 40 (1), subject to the Regulations, any other applicable law and its memorandum and articles, a RAK-ICC Company has, irrespective of corporate benefit full capacity to carry on or undertake any business or activity, do any act or enter into any transaction.
8 Under Regulation 40(5), no company shall
(a) carry on business with persons in the Zone unless expressly authorised to do so by RAK ICC;
(b) carry on any other business which may, by regulations made by RAK ICC, be prohibited by RAK ICC;
(c) carry on banking business in the UAE or the Zone; or
(d) carry on business as an insurance or reinsurance company, insurance agent or insurance broker in the UAE or the Zone
9 Under Regulation 40(6), A company shall not be treated as carrying on business with persons in RAK by reason only that it—
(a) makes or maintains professional contact with legal consultants, accountants, management companies or other similar persons carrying on business within the Zone;
(b) maintains books and records within the Zone;
(c) holds within the Zone meetings of its directors or members;
(d) maintains a bank account in the Zone for the purpose of conducting its routine operational transactions; or
(e) holds assets in areas of the Zone designated by RAK ICC.
10 Company Limited by Shares means that the liability of the shareholders to creditors of the company is limited to the capital originally invested i.e. the nominal value of the shares and any premium paid in return for the issue of the shares by the company.
11 The memorandum of a Company shall state the maximum number of shares that the company is authorised to issue ; and the classes of shares that the company is authorised to issue and, if the company is authorised to issue two or more classes of shares, the rights, privileges, restrictions and conditions attaching to each class of shares.
12 This type of company shall at all times have at least one shareholder and one director.
13 The company may issue bonus shares, partly paid shares or nil paid shares.
14 Shares may be held by more than one person as joint owners –Regulation 48(3). The name of each such joint owner shall be entered in the register of members as holders of the relevant shares. In the event of death of joint owners it can be transferred to the survivor by operation of law [Regulation 66(3)]
15 A company shall state in its articles the circumstances in which share certificates shall be issued. Such share certificates shall be signed by at least one Director of the company.
16 Bearer shares are prohibited.
17 A company is permitted to hold treasury shares. All rights and obligations attached to a treasury share will be suspended and shall not be exercised by or against the company while the company holds the shares as treasury shares.
18 A company may issue shares with and without par values. Issuance of fractional shares is also permitted.
19 A share with a par value may be issued in any currency.
20 Renewal applications shall be submitted 30 days prior from the date of expiry, where 30 days from the date of expiry is the grace period for processing without penalty. If the renewal is applied in 180 days from the date of expiry, a penalty will be charged for each month after the grace period.
21 The Registrar may strike off the Company from the Register of Companies, if the Company fails to pay the annual fee or penalty on the due dates, or the Company does not have a Registered Agent, or the Registrar is satisfied that the Company has ceased to carry on the business without necessary permit or licences, or the continuation of the Company is prejudicial to RAK or UAE. The members and directors will not be free from liabilities or responsibilities towards a struck off company as the company continues to exist until it is liquidated.
22 A company can be restored by its members or directors within a period of 3 years from the date of strike off. In case of strike off for a continuous period of 3 years, the Company is deemed to be dissolved at the end of such 3 years.
23 Minutes of the meeting of directors and members, and copies of resolutions of directors and members shall be kept at the registered office of the International Company.
24 Under Regulation 103, a company shall keep at the office of its registered agent or at such other place or places, within or outside the Zone, as the directors may determine, the records and underlying documentation of the company; and retain the records and underlying documentation for a period of at least five years. The records and underlying documentation of the company shall be in such form as are sufficient to show and explain the company’s transactions; and will, at any time, enable the financial position of the Company to be determined with reasonable accuracy.
25 For individual Shareholder or Director, following documents are needed:
- Passport copy
- Bank Reference in original
- Proof of Residence in original (e.g. utility bill such water, gas, electricity, tenancy contract, etc.)
26 For corporate shareholder, following documents are needed:
- Memorandum & Articles of Association*
- Certificate of incorporation*
- Certificate of good standing or incumbency*
- Board resolution and power of attorney*
- Bank reference of the corporate shareholder
- Utility bills of the directors as proof of address
- CV/Bio-data of directors
- Document showing UBO
Documents marked * will need to be notarised and legalised by UAE Embassy.
Application form for company formation needs to be signed before us as the Registered Agent (copy of proof of entry date in UAE of the signatory will have to be submitted). If signed abroad, this will need to be notarised at the place of signature.