RAK International Companies are governed by Ras Al Khaimah Free Trade Zone International Companies Regulations-2006 within the Emirate of Ras Al Khaimah (which is one of the seven Emirates of United Arab Emirates)
RAK International Company (“the International Company”) is set up when a registered agent submits an application for incorporation, completed in all respects, to the Registrar.
On registration of the Memorandum & Articles, the Registrar issues a certificate of incorporation and the International Company acquires legal personality and can enter into contracts in its own name.
The name of the International Company can end with “Limited” or “Ltd.”, or “Incorporated” or “Inc.”
No International Company shall
- carry on business with persons in the Zone; or
- carry on any other business which may, by regulations made by the Authority, be prohibited by the Authority:
- carry on banking business in the UAE or the Zone; or
- carry on business as an insurance or reinsurance company, insurance agent or insurance broker in the UAE or the Zone.
In short, international or offshore activities are permitted through the International Company
An International Company shall not be treated as carrying on business with persons in the Zone by reason only that:
- it makes or maintains professional contact with legal consultants, accountants, management companies or other similar persons carrying on business within the Zone;
- it maintains books and records within the Zone;
- it holds within the Zone meetings of its directors or members’ or
- it holds a bank account in the Zone for the purpose of conducting its routine operational transactions; or
- it holds assets in areas of the Zone designated by the Authority
Every International 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 International Company. There is no physical office and no visa issued for the International Company.
Shares may be of different classes.
Minimum number of shareholder is one. Meeting of members may be called by the Directors at such times as may be decided by them. Members holding 10% voting may also call for a meeting of members, and such meeting should be held not later than 2 months from the date of requisition. Every member shall have vote in proportion to his interest in the International Company, and shall rank in all respects equally with each other. (unless the Memorandum and Articles provides otherwise). Meetings may be held in such manner as may be decided by the members (including telephonic/electronic meeting where all the members are able to hear). Members representing 51% of the voting shall constitute a quorum for the meeting.
The International Company shall be managed by a Board of Directors of one or more persons. Board has all the powers not reserved to the members. Meetings may be held in such manner as may be decided by the Directors (including telephonic/electronic meeting where all the Directors are able to hear).
The International Company shall have a Secretary. Director may act as Secretary.
Every International Company must keep a Register of members, directors and secretary.
An International Company must keep accounting records which are sufficient to show and explain its transactions, and are such as to:
- disclose with reasonable accuracy, at any time, the financial position of the International Company at that time; and
- enable the directors to ensure that any accounts prepared by the International Company comply with the Regulations
Accounting record shall be kept at such place as the directors think fit and shall be available for inspection by the directors/secretary. These shall be preserved for 7 years. First accounts can comprise of a maximum of 18 months from the date of incorporation, and thereafter every financial year. Accounts shall be prepared in accordance with generally accepted accounting principles approved by the Registrar. Accounts shall be signed by at least one director. Presently, audit is not mandatory. A member is entitled to copy of the accounts.
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.
Members of the Company shall have the liberty to decide the applicable law on the following matters stipulated in the Articles
- disputes between the members
- in the event of death of members
- any other matters which are not specified touching the affairs and continuation of the Company
For individual Shareholder or Director, following documents are needed:
- Passport copy
- Bank Reference in original
- proofs of Residence in original (e.g. utility bill such water, gas, electricity, tenancy contract, etc.)
Application form for company formation needs to be signed before us as the Registered Agent (copy of proof of entry date in UAE will have to be submitted). If signed abroad, this will need to be notarised at the place of signature.
In case of power of attorney, document will have to be notarised and legalised by UAE Embassy.
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 corporate shareholder and directors as proof of address
- CV/Bio-data of directors/secretary
Documents marked * will need to be notarised.
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.
In case of power of attorney, document will have to be notarised and legalised by UAE Embassy