Principal company law of the RAK ICC registry, made under Ras Al Khaimah Decree No. 4 of 2016: incorporation, re-registration and transitional provisions, company types (limited by shares, guarantee, unlimited, restricted purposes, segregated portfolio), shares, directors, registered agents, records, continuation and winding up. In force from 20 January 2016, amended with effect from 24 April 2018.
The RAK ICC Business Companies Regulations 2018 are the company law of the Ras Al Khaimah International Corporate Centre. Regulation 1 records that they came into force on the Commencement Date, which Regulation 2 defines as 20 January 2016, and were amended with effect from 24 April 2018; they are made by the RAK ICC board under Ras Al Khaimah Decree No. 4 of 2016 concerning the Establishment of the International Corporate Centre. Regulation 1(3) disapplies the federal Commercial Companies Law from companies incorporated, re-registered or continued under the Regulations.
Regulation 5 allows four forms: a company limited by shares, a company limited by guarantee not authorised to issue shares, a company limited by guarantee authorised to issue shares, and an unlimited company authorised to issue shares; a segregated portfolio company also needs the Registrar's written approval under Regulation 140. Regulation 6 lists the incorporation filings (memorandum, articles, the registered agent's consent to act, member and director details) and provides that an application 'may be filed only by the proposed registered agent'. Regulation 7 makes the certificate of incorporation conclusive evidence that the company is incorporated. Regulation 9 fixes the contents of the memorandum, including the first registered office and the first registered agent.
Regulation 40 sets the capacity rules that matter most in practice. A company has full capacity to carry on business, but under Regulation 40(5) it may not carry on business with persons in the Zone unless RAK ICC expressly authorises it, and may not provide financial services by way of business anywhere in the world (listed in Regulation 40(7)). Regulation 40(6) says what does not count as business in the Zone: professional contact with advisers, keeping books, holding meetings, a bank account for routine operations, holding assets in areas RAK ICC designates, and holding an interest in a body corporate operating in the Zone. Regulation 40(8) requires a company that wishes to conduct activities in the UAE outside the Zone to obtain all appropriate licences from the competent UAE authorities first; Regulation 40(9) requires the same abroad. The vehicle is built for international business and asset holding; trading onshore in the mainland needs a separate licence.
Regulations 91 and 92 require a registered office in the UAE that is not a PO box and a registered agent at all times; a company without a registered agent commits a contravention punishable by a fine not exceeding level 3. A change of registered office or agent may be filed only by the registered agent and takes effect on registration by the Registrar (Regulation 95). Regulation 54 requires the register of members to be kept up to date, with share transfers and capital changes filed within 30 days, and Regulation 58 conditions any share issue on the subscriber giving the registered agent the information required under anti-money laundering law. The Regulations remain in force as amended in 2018.
Companies incorporated, re-registered or continued in RAK ICC in any of the four permitted forms, their members and directors, the certified registered agents through whom they are formed and maintained, and the RAK ICC Registrar. The federal Commercial Companies Law does not apply to these companies.
| Regulation 1 | Citation; commencement on 20 January 2016 with amendments effective 24 April 2018; made by the RAK ICC board under Ras Al Khaimah Decree No. 4 of 2016; the federal Commercial Companies Law does not apply to RAK ICC companies. |
| Regulation 5 | A company may be incorporated, continued or re-registered as a company limited by shares, limited by guarantee with or without shares, or an unlimited company authorised to issue shares; Part III applies to all share-issuing companies. |
| Regulation 6 | Incorporation filings: a memorandum and articles signed by the initial members, the proposed registered agent's consent, member and director details and any other prescribed documents; only the proposed registered agent may file the application. |
| Regulation 7 | On a compliant application the Registrar registers the documents, allots a unique number and issues a certificate of incorporation, which is conclusive evidence of incorporation on the date stated. |
| Regulation 9 | The memorandum must state the name, the company type, the first registered office, the first registered agent, share limits and classes or guarantee amounts, segregated portfolio status and any fixed dissolution date. |
| Regulation 25 | The full company name, and any foreign character name, must appear on written communications and documents that bind the company; breach carries a fine not exceeding level 1. |
| Regulation 40 | Full capacity to carry on business, but no business with persons in the Zone without RAK ICC authorisation, no financial services by way of business anywhere, and no activity in the UAE outside the Zone or abroad without the licences required there; subsection (6) lists activities that do not count as business in the Zone. |
| Regulation 54 | The register of members must be kept up to date (fine not exceeding level 2) and share transfers or capital changes must be filed with the Registrar within 30 days. |
| Regulation 58 | Shares and options may be issued on terms the directors decide, provided the recipient has first given the registered agent the information it must obtain under applicable anti-money laundering laws. |
| Regulation 91 | A company must at all times have a registered office, which may not be a PO box address and must be in the UAE unless the Registrar approves otherwise. |
| Regulation 92 | A company must at all times have a registered agent holding a Certificate of Agent Registration; a company without one commits a contravention with a fine not exceeding level 3. |
| Regulation 95 | A notice of change of registered office or registered agent may be filed only by the registered agent, takes effect on registration by the Registrar, and the outgoing agent must hand over all company documents and records. |
The Regulations use a scale of fine levels. Failing to display the company name or to supply copies of the memorandum and articles carries a fine not exceeding level 1 (Regulations 25(2) and 16(2)); a register of members not kept up to date, a fine not exceeding level 2 (Regulation 54(3)); operating without a registered agent, a fine not exceeding level 3 (Regulation 92(4)). The Registrar may direct a change of name and assign a new name if the company does not comply (Regulation 22). The RAK ICC fee schedule states the level amounts: level 1 AED 1,000, level 2 AED 2,000, level 3 AED 5,000, level 4 AED 10,000 and level 5 AED 20,000.
We are a certified RAK ICC registered agent, so every company we incorporate there is filed under Regulation 6 by us and kept on our books under Regulations 91 to 95: our Ras Al Khaimah office is the registered office and we hold the registers and records. The question clients ask most is what the company may do. Our answer follows Regulation 40: international trading, investment and holding activity, UAE bank accounts, board meetings in the UAE and holding assets are within scope, while trading onshore in the mainland needs a separate licence first. Where a client needs onshore activity we pair the RAK ICC company with a licensed RAKEZ or mainland vehicle. We collect the anti-money laundering information Regulation 58 requires before shares are issued or transferred and file the 30-day notifications under Regulation 54 so that the company stays in good standing with its bank.
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