RAKEZ Companies Regulations 2023

Company law of the RAK Economic Zone, issued by the RAKEZ Board under Law No. 2 of 2017 of the Ruler of Ras Al Khaimah: formation of free zone establishments and companies, branches, shares, directors, accounts, mergers and winding up, applying also to entities already existing when enacted. Takes effect on the date issued by the Board.

Official title
Ras Al Khaimah Economic Zone Companies Regulations 2023
Instrument
Free Zone Regulations of 2023
Issued by
Board of Directors of the RAK Economic Zone Authority
Jurisdiction
RAKEZ
Status
in force
Topics
Free zones · Company law
Official source
rakez.com
Verified
29 October 2026

Summary

The Ras Al Khaimah Economic Zone Companies Regulations 2023 are the company law of RAKEZ. Regulation 2 records that they were issued by the Board of Directors of the Authority under Law Number 2 of 2017 promulgated by the Ruler of Ras Al Khaimah; Regulation 3 brings them into force on the date of issuance by the Board; and Regulation 4 applies them in the Zone to every company and branch, including those incorporated by the Authority before they took effect. The file on rakez.com is still named for the 2017 edition, but its text is the 2023 Regulations.

Regulation 9 recognises three company forms, the Free Zone Limited Liability Company (FZ LLC), the Public Limited Company (PLC) and the Public Joint Stock Company (PJSC), plus the Branch Entity, each needing a licence to operate. An FZ LLC may have one shareholder or up to fifty with the Registrar's approval (Regulation 12), its name must end in 'FZ LLC' (Regulation 19), it must keep a registered office in the Zone and conduct its principal business there unless the Authority permits otherwise (Regulation 22), and its share capital is the sum the Authority specifies, deposited in a UAE commercial bank account unless the Authority approves otherwise (Regulation 32). Bearer shares are prohibited (Regulation 43).

Directors must be natural persons of at least 21 (Regulation 49); every entity must have a manager recorded in the register and on the licence (Regulation 56); a secretary cannot be a director (Regulation 57). The first annual general meeting is held within 18 months of incorporation and no more than 15 months may pass between meetings (Regulation 60). Accounting records are retained for five years after the company ceases to exist (Regulation 74); the first financial year runs between six and 18 months and is notified within three months of incorporation (Regulation 75); within six months after year end the accounts must be prepared, audited and laid before the annual general meeting, and filed with the Registrar within seven days when the Registrar so directs (Regulation 76).

Branches need the Authority's licence (Regulation 85); amalgamations and security interests over shares need the Registrar's consent (Regulations 93 to 99). The Registrar may apply to the court to wind up a company that fails to commence business within two years of incorporation or fails to renew its licence (Regulation 101); voluntary winding up follows a special resolution, an auditor-liquidator, publication in two local daily newspapers with a 45-day objection period, and distribution first to the Authority, then liquidation costs, creditors and shareholders (Regulations 103 to 106). PJSCs need a minimum issued capital of AED 5,000,000 (Regulation 118). Regulation 6 provides that the Authority publishes the list of contraventions and fines separately. Parts 20 and 21 on court applications and strike-off were not readable in the published copy. The Regulations are in force.

Who it applies to

Free Zone Limited Liability Companies, Public Limited Companies, Public Joint Stock Companies and Branch Entities incorporated or registered in the RAK Economic Zone, including those existing when the Regulations took effect, their shareholders, directors, managers, secretaries, auditors and liquidators, and the Registrar appointed by the Authority.

Key provisions

Regulation 2The Regulations are issued by the Board of Directors of the Authority under Law Number 2 of 2017 promulgated by the Ruler of Ras Al Khaimah; the Board may issue supplementary rules and amend them.
Regulation 4The Regulations apply in the Zone to FZ LLCs, PLCs, PJSCs and Branch Entities, including companies and branches already incorporated or registered by the Authority when they came into force.
Regulation 6Relationship to other laws: the Authority issues a separate list containing the prescribed contraventions and their respective fines.
Regulation 12An FZ LLC is formed on an application signed by its shareholders and may have one shareholder or up to fifty subject to the Registrar's approval; a PLC may have any number.
Regulation 22A company must at all times have a registered office in the Zone and conduct its principal business in the Zone unless the Authority permits otherwise.
Regulation 32Share capital of an FZ LLC is the sum the Authority specifies and must be deposited in a company account with a bank in the UAE holding a commercial banking licence unless the Authority approves otherwise; a PLC follows the Market Laws.
Regulation 43It is not lawful for a company to issue bearer shares.
Regulation 49A director must be a natural person of at least 21 years who is not disqualified; persons under 21 and bodies corporate may not act.
Regulation 56Every entity must have a manager, natural or corporate, recorded in the Companies Register and named on the licence.
Regulation 60The first annual general meeting is held within eighteen months of incorporation and not more than fifteen months may elapse between one annual general meeting and the next.
Regulation 76Within six months after the financial year end the accounts must be prepared, approved, audited and laid before the annual general meeting; they are filed with the Registrar within seven days when the Registrar directs.
Regulation 101The Registrar may apply to the court to wind up a company for failure to commence business under its licence within two years of incorporation or for failure to renew the licence, among other grounds.

Obligations and deadlines

  • Keep a registered office in the Zone and conduct the principal business there (Regulation 22).
  • Deposit the share capital in a UAE commercial bank account unless the Authority approves otherwise (Regulation 32).
  • Appoint natural-person directors aged 21 or over and a manager named on the licence (Regulations 49 and 56).
  • Notify the first financial year to the Registrar within three months of incorporation (Regulation 75).
  • Hold the first annual general meeting within 18 months and subsequent meetings no more than 15 months apart (Regulation 60).
  • Audit the accounts and lay them before the annual general meeting within six months of year end (Regulation 76).
  • Retain accounting records for five years after the company ceases to exist (Regulation 74).
  • Commence business under the licence within two years of incorporation and renew the licence (Regulation 101).

Penalties

The Regulations do not fix fine amounts; Regulation 6 provides that the Authority issues a separate list of prescribed contraventions and fines, and Regulation 131 refers contraventions to the Authority's Violation Code. The structural sanctions are the Registrar's power to apply for a court winding up where a company does not start business within two years or does not renew its licence (Regulation 101), the Registrar's directions to comply and powers to obtain information (Regulations 129 and 130), inspectors appointed by the Authority (Regulations 126 to 128) and refusal of amalgamations or transfers without reasons or appeal (Regulations 93 and 112). Strike-off in Part 21 was not readable in the published copy.

In practice — how Polaris handles it

Polaris itself is a RAKEZ company, so these Regulations govern our own licence as well as every RAKEZ company we form and service. At formation we settle the shareholder structure within the fifty-shareholder limit, deposit the capital the Authority specifies in a UAE bank account under Regulation 32, appoint a natural-person director of at least 21 and record the manager on the licence under Regulation 56, and notify the first financial year within three months. Our corporate secretarial service then runs the statutory cycle: the first annual general meeting inside 18 months, later meetings no more than 15 months apart, and the audit laid before the meeting within six months of year end under Regulation 76. Clients who incorporate and then delay are warned about Regulation 101: a company that has not started business within two years, or lets its licence lapse, can be wound up on the Registrar's application. For liquidations we follow Regulations 103 to 106, now read with the 2026 electronic notice regulations.

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Source and verification. This page was written from the official text published at rakez.com, read on 29 October 2026. Quoted from that text: “These Companies Regulations shall come into force on the date of its issuance by the Board of Director of the Authority.”
This summary is published for general information by Polaris Corporate Services FZ-LLC, a licensed Trust and Corporate Service Provider. It is not legal advice and does not replace the official text, which prevails in case of difference. Arabic is the authoritative language of UAE federal and emirate legislation; English translations are provided by the issuing authorities. Instruments change: check the status and the official source before relying on this page.

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