RAK Economic Zone Authority Companies Regulations 2023chapter by chapter

Reg 9.2(g)

A PLC must list its shares on a stock exchange within nine months of incorporation or face fines; the licence is Zone-specific.

Reg 12-13

An incorporation application must include prescribed details and a compliant Memorandum, with shareholders numbering between 1 and 50, subject to authority approval.

Reg 14.4

No business may operate in the Zone without permission evidenced by a certificate of incorporation and a licence from the Authority.

Reg 17, 20

Companies must amend their Memorandum by special resolution, with shareholder consent required for increased liability, and name changes effective upon Registrar's acceptance.

Reg 19

Company names must be Registrar-approved, comply with naming restrictions, and end with appropriate legal suffixes.

Reg 21

Companies must comply within 30 days to change a name deemed misleading or undesirable as directed by the Registrar.

Reg 22-23

Companies must maintain a registered office in the Zone, conduct principal business there, and display essential company information on all correspondence.

Reg 24

Companies must safeguard required records to prevent loss or falsification and ensure they are available in readable form.

Reg 27-28

A Holding Company must consolidate financials with its Subsidiary, which cannot own shares in the Holding Company post-subsidiary formation.

Reg 32.1-32.3, 32.5

An FZ LLC must meet the Authority's minimum share capital requirement, deposit it in a UAE bank account, and only PLCs can invite public share subscriptions.

Reg 33

Share capital increases require a Special Resolution and cannot use currencies other than AED without consent.

Reg 34

Capital reduction requires a Special Resolution, notice publication, and approval from the Registrar, with shareholders liable to creditors.

Reg 36

A PLC can consolidate or divide its shares by Special Resolution, which must be filed and becomes effective once recorded by the Registrar.

Reg 38-39

Share classes are uniform unless varied by Special Resolution, and holders may contest variations within 30 days in UAE courts.

Reg 40

Share transfers require a signed instrument submitted to the Registrar, effective upon entry in the Companies Register, with shareholders needing to release Security Interests beforehand.

Reg 42

Companies cannot provide financial assistance for share purchases unless approved by at least 90% of voting shareholders and it does not harm the company or its liabilities.

Reg 43

A company must not issue bearer shares; PLCs can buy treasury shares only with approval and must keep records of ownership.

Reg 44-45

Companies must maintain and update a register of shareholders, open to free inspection by shareholders and for a fee by others.

Reg 47 (as numbered in the text)

Companies must issue share certificates to shareholders free of charge within 14 days after shares are issued or transferred, unless stated otherwise in the Memorandum.

Reg 48

A company may only declare dividends if it can pay its liabilities when due; unlawful distributions must be returned by shareholders.

Reg 49-50

A director must be a qualified natural person, free from legal disqualifications, and serve until replaced, with Registrar approval for appointments.

Reg 51-52

Directors must act in the company's best interest, disclose conflicts of interest, and ensure decisions are confirmed by Ordinary Resolution after proper disclosure.

Reg 53

Companies may provide financial assistance to directors only with prior consent from 90% of shareholders and specific documentation.

Reg 56, 58

Companies must appoint a registered manager and maintain a public register of directors, managers, and secretaries at their registered office.

Reg 60

Every company must hold an annual General Meeting, the first within 18 months of incorporation, and not exceed 15 months between meetings.

Reg 61

Directors must call a General Meeting within 2 months if requested by shareholders holding at least 5% of voting shares.

Reg 63-64, 65

General Meetings require 21 days' notice, which can be shortened with 95% shareholder consent; notices must detail agenda, resolutions, proxy rights, and financial statements.

Reg 67-69

All written resolutions require signatures from each shareholder and must be recorded; meetings must communicate proxy appointment rights.

Reg 70

Directors of a PLC must prepare an annual report covering business performance, governance, and internal controls, signed by the board.

Reg 72

Companies must maintain minutes of all meetings and provide copies to shareholders upon request within seven days.

Reg 74

A company must maintain accurate accounting records and documents for its transactions and financial position, accessible for officers and auditors, preserved for its existence plus five years post-termination.

Reg 75

New companies must notify the Registrar of their financial year duration, lasting between 6 and 18 months, within three months of incorporation.

Reg 76-77

Financial year accounts must adhere to approved standards and be audited within 6 months of year-end, with obligations to publish reports and provide them upon request.

Reg 80

Companies must appoint a registered audit firm at each annual General Meeting and notify the Registrar of appointments and auditor changes within 30 days.

Reg 82

Companies and officers must not mislead or obstruct auditors and must provide all required information.

Reg 84

Auditors must resign by providing written notice; the company must notify the Registrar and affected parties within 14 days.

Reg 85-86, 89, 91-92

Branches must obtain a trading licence, appoint a principal representative, and maintain adequate business records in the Zone.

Reg 94-95

Zone companies may amalgamate only with Registrar's consent, requiring certified resolutions, declarations of solvency, and proof of foreign authorizations in specified forms.

Reg 97

Shareholders create a pledge over shares by registering with the Registrar, with amendments requiring joint application and written confirmation.

Reg 100.2, 103

Companies can initiate voluntary winding up through Memorandum expiry, specific dissolution events, or Special Resolutions, and must indicate 'under liquidation' in correspondence.

Reg 101

The Registrar can petition the Court to wind up a company if it hasn't started business within 2 years or has ceased operations for 6 months.

Reg 104.1-104.2, 104.6

The company must appoint one or more auditors as liquidators post-dissolution and submit the resolution to the Registrar immediately.

Reg 105

Liquidators must notify creditors of liquidation via registered mail and publish notices, with asset distribution following a defined priority order.

Reg 106.1, 106.3

Upon completing liquidation, the liquidator sends a final report to the Registrar, who cancels the license and removes the company while claims against involved parties are time-barred after three years.

Reg 108, 112

Foreign companies can apply for continuation as a company by submitting specific documents and retaining all rights and liabilities.

Reg 113

A Company may only continue in a foreign jurisdiction with approval from the Registrar and compliance with local laws.

Reg 115-116

An FZ LLC can convert to a PLC if it meets capital requirements and passes a Special Resolution; conversion processes are specified.

Reg 117-124 (company-facing)

A PJSC requires at least two shareholders, full capital payment of AED 5,000,000, and must register share ownership for transfers after financial disclosures.

Reg 8.4, 130.1, 133.3

Respondents must comply with the Registrar's written requests for information or documents; failure to comply results in a penalty.

Reg 127.3

Companies must comply with inspector requests for records, attendance, and assistance, including directors producing bank account records.

Reg 136-140 (company-facing)

Struck-off companies remain liable for debts, have options for restoration within specified periods, and must vacate premises upon cancellation of their licence.

Reg 74.2(b)-ret

Companies must retain accounting records and documents for their existence plus five years post-closure.

Reg 106.3-ret

Companies must retain liquidation files and company records for three years from the completion date of liquidation.

Companies Regs Reg 106-107

Upon liquidation completion, the liquidator submits a report to the Registrar, which cancels the license; claims are time-barred after 3 years.

Companies Regs Regs 108-112

Foreign companies may apply for continuation in RAKEZ under home law with required documentation, and the Registrar issues a continuation certificate.

Companies Regs Regs 113-114

Companies seeking to transfer incorporation out of RAKEZ must obtain a Special Resolution and Registrar's authorization while preserving rights under foreign law.