RAK DAO Innovation City Companies Regulations 2023chapter by chapter

Regulation 93 - Entities Objectives — Regulation 9

Entities must conduct only Authority-approved business activities and obtain all required licences from competent UAE authorities before conducting any business activity in the UAE.

Regulation 224 - Company Formation and Registration — Regulation 22

Companies must keep required records in a permitted format, such as bound books, photographic film or electronic systems, with reasonable precautions against falsification and to enable correction of errors.

Regulation 266 - Share Capital, Share Transfer and Dividends — Regulation 26

Companies must maintain minimum issued share capital, hold it in a UAE-licensed bank account unless the Authority approves otherwise, and not invite public share subscription, except PLCs.

Regulation 276 - Share Capital, Share Transfer and Dividends — Regulation 27

Share capital may be increased only by special resolution consistent with the Memorandum of Association, filed with the Registrar, and non-cash consideration needs independent auditor valuation before shares are issued.

Regulation 28-296 - Share Capital, Share Transfer and Dividends — Regulation 28-29

Companies reducing share capital must pass a special resolution, obtain Authority approval, publish the prescribed notice on the INC website 15-30 days beforehand, and file the publication and solvency or creditor-consent declaration with the Registrar within 30 days.

Regulation 366 - Share Capital, Share Transfer and Dividends — Regulation 36

Companies may not provide financial assistance for share acquisitions unless it causes no material prejudice and a 90% shareholder resolution approves it.

Regulation 376 - Share Capital, Share Transfer and Dividends — Regulation 37

Companies must not issue bearer shares and may repurchase own shares as treasury shares only with Registrar approval, an ordinary resolution, and from distributable profits; treasury shares carry no voting or dividend rights.

Regulation 426 - Share Capital, Share Transfer and Dividends — Regulation 42

A company must not declare or pay dividends where it is, or would become, unable to pay its liabilities as they fall due.

Regulation 457 - Director, Manager and Secretary — Regulation 45

Each company director or officer must act honestly, in good faith and in the company's best interests, exercising the care, diligence and skill of a reasonably prudent person.

Regulation 467 - Director, Manager and Secretary — Regulation 46

Directors with a direct or indirect interest in a Company or subsidiary transaction that conflicts with company interests must disclose its nature and extent promptly after becoming aware.

Regulation 477 - Director, Manager and Secretary — Regulation 47

Financial assistance to Directors or their connections requires 90% Shareholder consent and a unanimous Director resolution recorded in signed minutes.

Regulation 548 - Meetings — Regulation 54

Companies must hold an annual general meeting each year, with the first within 18 months of incorporation and no more than 15 months between AGMs or 6 months after financial year end.

Regulation 558 - Meetings — Regulation 55

Shareholders holding 5% of voting shares may require a general meeting within two months; if not called within 21 days, they may convene it themselves within three months.

Regulation 638 - Meetings — Regulation 63

A PLC must prepare an annual Directors' report including corporate governance and performance analysis.

Regulation 658 - Meetings — Regulation 65

Companies must keep minutes of general, shareholder, director and committee meetings in minute books at the registered office, open to shareholders free of charge, with copies provided within 7 days.

Regulation 669 - Features of the Companies — Regulation 66

A PLC must maintain the minimum share capital required under Market Laws and list its shares on a stock exchange within 9 months of incorporation, unless the Registrar extends this.

Regulation 919 - Features of the Companies — Regulation 91

Segregated portfolio companies must prepare financial statements reflecting their segregated structure, explaining segregation's impact on members and counterparties and any segregated-portfolio deficit on general assets.

Regulation 11010 - Company Conversion — Regulation 110

To convert to a PLC, meet share capital requirements and submit necessary documentation to the Registrar.

Regulation 11110 - Company Conversion — Regulation 111

PLC conversion to a company requires no more than 50 shareholders, a special resolution, and a Registrar application with draft memorandum, de-listing evidence and current licence.

Regulation 11311 - Accounts and Audit — Regulation 113

Companies must keep accounting records and underlying documents sufficient to show financial position and prepare accounts, retain them five years after existence ends, and allow inspection.

Regulation 11411 - Accounts and Audit — Regulation 114

Notify the Registrar of the first financial year within 3 months of incorporation, maintaining a 6-18 month range for any changes.

Regulation 11511 - Accounts and Audit — Regulation 115

Companies must prepare true-and-fair annual accounts per approved accounting standards, have them audited, lay them before the AGM within six months of year end, and file with the Registrar as directed.

Regulation 11611 - Accounts and Audit — Regulation 116

Companies must give any shareholder, on written request and free of charge, copies of the latest audited accounts, auditor's report and, for PLCs, directors' report, within seven days.

Regulation 11911 - Accounts and Audit — Regulation 119

Companies must appoint a Registrar-registered auditing firm by Ordinary Resolution at each AGM, and PLCs must file auditor appointment and cessation notices within 30 days.

Regulation 12111 - Accounts and Audit — Regulation 121

Company officers must not knowingly or recklessly mislead the auditor, withhold required information, destroy documents, or obstruct the audit in ways that make accounts materially misleading.

Regulation 12311 - Accounts and Audit — Regulation 123

Where an auditor resigns, the company must send the Registrar the resignation notice and statement, and act within 14 days on circumstances the statement raises.

Regulations 4-51 - General — Regulations 4-5

Entities must determine whether the Companies Regulations apply to them as a company limited by shares, guarantee, or branch, and comply with Markets Laws if a PLC.

Regulations 10, 12-134 - Company Formation and Registration — Regulations 10, 12-13

Companies must submit a detailed incorporation application and cannot conduct business until a certificate of incorporation and license is issued.

Regulations 11, 15-164 - Company Formation and Registration — Regulations 11, 15-16

Adopt a Memorandum of Association in English, register amendments by Special Resolution, and provide copies to shareholders when requested.

Regulations 17-194 - Company Formation and Registration — Regulations 17-19

Companies and branches must have their names approved by the Registrar, include the required legal-form suffix, avoid prohibited names, and change misleading names within 30 days of Registrar direction.

Regulations 20-214 - Company Formation and Registration — Regulations 20-21

Companies in the Zone must keep a registered office for notices, conduct their principal business there unless permitted otherwise, and show company name and registered office address on business letters and order forms.

Regulations 31-336 - Share Capital, Share Transfer and Dividends — Regulations 31-33

Companies must keep accurate shareholder records of share classes, permit multiple classes only with Registrar consent, and vary class rights only by special resolution or affected-class consent, subject to minority objection rights.

Regulations 34-356 - Share Capital, Share Transfer and Dividends — Regulations 34-35

Share transfers take effect only when a signed transfer instrument is entered by the Registrar, transfers of encumbered shares are blocked until the security interest is released, and old certificates are cancelled.

Regulations 38-416 - Share Capital, Share Transfer and Dividends — Regulations 38-41

Maintain a Shareholder register accessible for inspection, and issue Share certificates within 14 days of issuance or transfer.

Regulations 43-447 - Director, Manager and Secretary — Regulations 43-44

Companies must ensure each Director meets eligibility criteria, obtain Registrar approval for appointments, elect first Directors by shareholders, and notify the Registrar of removals within 14 days.

Regulations 50-527 - Director, Manager and Secretary — Regulations 50-52

A company must appoint an eligible Manager recorded in the Companies Register and licence, and keep a register of Directors, Manager and Secretary open to inspection.

Regulations 56-588 - Meetings — Regulations 56-58

Companies must call general meetings on at least 21 days' written notice, or shorter with prescribed majority consent, with notices stating time, place, date, agenda, resolutions and proxy rights.

Regulations 60-628 - Meetings — Regulations 60-62

Companies may pass ordinary and special resolutions in writing signed by all entitled shareholders, must record sole-shareholder decisions in writing, and must honour valid shareholder proxy appointments made by written notice.

Regulations 67-729 - Features of the Companies — Regulations 67-72

Public Joint Stock Companies must maintain a minimum capital of AED 5,000,000, submit incorporation documents, and complete licensing within 5 business days.

Regulations 73-749 - Features of the Companies — Regulations 73-74

PJSC shares may be transferred only through registration with the Shares Register, and not before publication of balance sheets and profit and loss accounts for at least one fiscal year, subject to permitted exceptions.

Regulations 77-819 - Features of the Companies — Regulations 77-81

Companies must obtain Registrar approval before forming, terminating, or reinstating a segregated portfolio company, keep at most 10 portfolios, and notify the Registrar within 7 days of termination.

Regulations 85-869 - Features of the Companies — Regulations 85-86

Segregated portfolio companies must execute acts binding a portfolio on its behalf, and directors must maintain procedures separating portfolio assets from general and other portfolios' assets, correcting misattributed transactions.

Regulations 102-1079 - Features of the Companies — Regulations 102-107

Entities may not operate a Branch in the Zone without an Authority licence; applicants must register with the Registrar and use a non-undesirable name.

Regulations 106, 108-1099 - Features of the Companies — Regulations 106, 108-109

A branch must appoint and maintain a principal representative in the Zone, notify the Registrar of particulars, keep trade records at its Zone place of business, and show required company particulars on business letters.