RAK ICC Registered Agent Regulations 2018

Summary

The RAK ICC Registered Agent Regulations 2018 govern who may form and maintain companies and foundations in the Ras Al Khaimah International Corporate Centre and how they must behave. Regulation 1 records that they came into force on the Commencement Date (20 January 2016 under Regulation 2) 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.

Regulation 6(1) is the gateway: 'No person may provide Registered Agent Services, or purport to do so, unless he is a Certified Registered Agent', meaning an undertaking approved by the Registrar and holding a current Certificate of Agent Registration. Regulation 11 limits applicants to bodies corporate and partnerships. Regulation 12 allows approval only where the applicant meets the Conditions, satisfies the Fitness and Propriety Criteria (which include being financially sound and not disqualified as a director) and, among other alternatives, holds a valid trade, commercial or professional licence issued by a competent UAE authority. Regulation 16 sets the application contents: a statement of services, a business plan, evidence of solvency and capital, evidence of professional standing and a service address in the Zone or the UAE. Regulation 17 requires a decision within one month on a complete application and within three months otherwise. Under Regulation 13 the certificate runs for one year and must be renewed before expiry.

The continuing duties are detailed. Regulation 21 requires employees who meet the fitness criteria, are competent and are trained in applicable law, and records that demonstrate compliance. Regulation 22 makes the agent responsible for anything it outsources and requires the Registrar's prior written consent. Regulation 23 requires notification of changes in directors, managers, name and address within 14 days of becoming aware of them. Regulation 24 requires separate client accounts and bank accounts and lets the Registrar call for annual accounts and evidence of solvency. Regulation 25 requires insurance appropriate to the business, including professional indemnity cover. Regulation 26 requires compliance with the UAE anti-money laundering rules and a register of ultimate beneficial owners with copies of their identity documents, open to the Registrar but not to the public. Regulation 32 requires records to be transferred when the agent ceases to act, and Regulation 57 confines filings with the Registrar to certified agents.

Supervision rests with the Registrar, who may require information by written notice (Regulation 33), impose conditions (Regulation 20), suspend or restrict an approval for up to 12 months (Regulation 37), and cancel a registration on the agent's request (Regulation 29) or on its own initiative after warning and decision notices (Regulations 30 and 31). Fines run on a five-level scale set in Schedule 2, from AED 1,000 at level 1 to AED 20,000 at level 5. The Regulations remain in force as amended in 2018.

Who it applies to

Any undertaking that provides or holds itself out as providing registered agent services in RAK ICC, its directors, managers and employees, and the RAK ICC Registrar who approves, supervises, suspends and cancels agent registrations. Indirectly, every RAK ICC company and foundation, which can act only through a certified agent.

Key provisions

Obligations and deadlines

• Hold a current Certificate of Agent Registration before providing any registered agent service (Regulation 6).
• Renew the certificate before its one-year term expires (Regulation 13).
• Notify the Registrar of changes in directors, managers, name or address within 14 days (Regulation 23).
• Keep client accounts separate and produce annual accounts and solvency evidence on request (Regulation 24).
• Maintain professional indemnity and other appropriate insurance (Regulation 25).
• Keep an ultimate beneficial owner register with identity documents and comply with UAE AML rules (Regulation 26).
• Obtain the Registrar's prior written consent before outsourcing any function (Regulation 22).
• Transfer all records to the successor when ceasing to act for a company (Regulation 32).

Penalties

Providing registered agent services without certification (Regulation 7(1)), falsely claiming approval (Regulation 8(2)) and giving incomplete, inaccurate or falsified information (Regulation 55) each carry a fine not exceeding level 5, which Schedule 2 sets at AED 20,000. Late notification of changes and failures to respond to information notices carry fines not exceeding level 3 (AED 5,000). The Registrar may also impose conditions, suspend or restrict an approval for up to 12 months, and cancel the registration after a warning notice and a decision notice, which obliges the agent to resign from every company at once.

Related instruments

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