RAK ICC Business Companies Regulations 2018chapter by chapter

Regulation 101(1)(c)-retRecord Retention — Copies of notices and documents filed with the Registrar

Records filed with the Registrar must be retained for 5 years from the filing date.

Regulations 103-104-retRecord Retention — Records and underlying documentation

Companies must retain records and underlying documentation for five years, counting from the transaction completion or business relationship termination date, or the creation date under the general standard.

Regulation 6(1)-(2)6 - Application to incorporate a company

Only a proposed registered agent may apply to incorporate a company, filing compliant memorandum and articles, its consent, initial member and director particulars, and Registrar approval for segregated portfolio companies.

Regulation 9(1)9 - Memorandum

A company's memorandum must state its name, company type, first registered office and registered agent, authorised shares, guarantee contributions, segregated portfolio status, and any limited-duration dissolution date.

Regulation 13(1)13 - Filing of notice of amendment of memorandum or articles

Companies must file a notice of amendment, or restated memorandum and articles, for registration after passing a resolution to amend their memorandum or articles.

Regulation 16(1)-(2)16 - Provision of copies of memorandum and articles to members

Companies must provide copies of their memorandum and articles upon member request for a reasonable fee, with failure to do so resulting in a fine.

Regulation 18(4)18 - Exemption from Regulation 17

Companies with name-suffix exemptions must notify the Registrar promptly if they breach conditions or the exemption no longer qualifies.

Regulation 22(1)-(2)22 - Registrar may direct change of name

A company directed by the Registrar to change a non-compliant name must apply for a new name by the specified date, or the Registrar may assign one.

Regulation 25(1)-(2)25 - Use of company name

Companies must display their full name on all legal communications, with violations subject to fines.

Regulations 17-1917-19 - Company name; Restrictions on company names

Companies must name themselves per permitted characters and required suffixes such as Limited or SPC, avoiding restricted words and names identical or confusingly similar to existing or reserved names.

Regulation 50(1)-(3)50 - Bearer shares

Companies may not issue bearer shares, convert registered shares into bearer shares, or exchange registered shares for bearer shares; foreign and re-registering companies must convert existing bearer shares to registered shares beforehand.

Regulation 52(1)-(2)52 - Change in number of shares company authorised to issue

A company amending its memorandum to change its maximum authorised shares must file a notice in the approved form with the amendment, or face a fine up to level 1.

Regulation 54(2), (4)54 - Register of members

A company must keep its register of members up to date and file share transfer or share capital change particulars with the Registrar within 30 days of effectiveness.

Regulation 67(2)67 - Method of transfer of shares

A signed share transfer instrument, together with any information required for anti-money laundering checks, must be delivered to the company within 30 days of signing.

Regulation 69(1)-(2)69 - Dividends and other distributions

Directors may authorise a company distribution only if reasonably satisfied the company will pass the solvency test immediately afterwards, and the resolution must state this.

Regulation 80(1)-(2)80 - Company to have one or more members

A company must at all times have one or more members, including at least one guarantee member when it is limited by guarantee.

Regulations 175-178175 - Approval of merger and consolidation; 176 - Registration of merger and consolidation; 177 - Merger with subsidiary; 178 - Effect of merger

A merger or consolidation requires required member or director resolutions and filed articles with the Registrar, and takes effect only upon registration by the Registrar.

Regulation 91(1)-(2)91 - Registered office

Every company must keep a registered office in the UAE, or abroad with Registrar approval, and a postal box address is not permitted.

Regulation 92(1)-(4)92 - Registered agent

A company must have a registered agent holding a current Certificate of Agent Registration, and the agent must notify the Registrar of its own name or address changes.

Regulation 94(1)-(3)94 - Appointment of registered agent

A company without a registered agent must immediately appoint one by resolution of members or directors and file notice of the appointment.

Regulation 95(2)-(3), (9)-(10)95 - Change of registered office or registered agent

A company changing its registered office or agent must file notice; the outgoing agent must transfer all records to the new agent within 14 days of endorsement.

Regulation 98(1)-(2)98 - Resignation of registered agent

When a registered agent gives 90 days' resignation notice, the company must replace it as registered agent before the resignation takes effect.

Regulation 99(4)99 - Registered agent ceasing to be eligible to act

A company whose registered agent becomes ineligible must replace that agent within 14 days of notice, or face a level 3 fine.

Regulation 101(1)-(3)101 - Documents to be kept at office of registered agent

Companies must keep key documents at their registered agent's office and notify of director changes within 14 days to avoid fines.

Regulation 105(1)-(4)105 - Inspection of records

Companies must allow directors or registered agents to inspect records, provide members access to certain documents with notice, and promptly notify about restrictions.

Regulations 102, 107102 - Other records to be maintained by company; 107 - Books and records

Companies must keep minutes and resolutions of members, directors and their committees, notify their registered agent in writing of any off-site records location, and report location changes within 14 days; wilful contravention carries a fine.

Regulations 103-104103 - Records and underlying documentation; 104 - Form and retention of records

Companies must keep records and underlying documentation showing their transactions and financial position for at least five years, notify their registered agent of any record location and changes within 14 days.

Regulation 114(4)114 - Management by directors

A company must always have at least one director to manage affairs.

Regulation 123(1), (4)-(5)123 - Register of directors

Companies must keep a register of directors, or have their registered agent keep it, and file a copy with the Registrar within 14 days of director changes.

Regulation 129(1), (7)129 - Disclosure of interest

A company director must disclose to the board immediately upon becoming aware of any interest in a company transaction, with limited exceptions; breach carries a fine.

Regulation 137(2), (9)137 - Indemnification

A company may indemnify a director for expenses, judgments or fines only if the director acted honestly, in good faith and in the company's best interests; any indemnity breaching this is void.

Regulations 116, 117, 120(2)116 - Persons disqualified for appointment as director; 117 - Consent to act as director; 120 - Resignation of director

A person may be appointed director only with written consent and if not disqualified, and a director must resign immediately upon becoming disqualified.

Regulations 125-128125 - Duties of directors; 126 - Powers to be exercised for proper purpose; 127 - Standard of care; 128 - Reliance on records and reports

Directors must act honestly in the company's best interests, use powers for proper purposes, apply reasonable care and skill, and rely on reports only in good faith.

Regulations 140-144140 - Incorporation or registration as segregated portfolio company; 141-142 - Application for/Registrar approval of SPC application; 143-144 - Segregated portfolios; Termination and reinstatement

Companies may create, terminate or reinstate segregated portfolios only with Registrar approval, must identify each portfolio, and notify the Registrar within seven days of terminating one.

Regulations 148-153148 - Company to act on behalf of portfolios; 149-153 - Assets; Creditors; Segregated portfolio assets; Segregation of liabilities; General liabilities and assets

A segregated portfolio company must execute instruments for each identified portfolio and keep each portfolio's assets and liabilities separate from other portfolios and the company's general assets.

Regulation 167(1)-(4)167 - Company to keep register of charges

Companies must keep a register of all charges over their property, hold a copy at the registered office, and notify the registered agent of changes within four days.

Regulation 190(1)-(2)190 - Continuation under foreign law

Companies continuing abroad from RAK ICC with registered charges must give the Registrar a written declaration on charge release or chargee consent beforehand.

Regulations 186-189186 - Foreign company may continue under these Regulations; 187 - Application to continue under these Regulations; 188 - Continuation; 189 - Effect of continuation

A foreign company seeking to continue into RAK ICC must apply to the Registrar with certified incorporation evidence, compliant memorandum and articles, proof of authorisation, and evidence of discontinuance from its former jurisdiction.

Regulation 208(3)-(4)208 - Notice and advertisement of liquidation

Companies must keep a copy of the declaration of solvency and attached asset and liability statement at the registered agent's office during liquidation; breaches face fines.

Regulation 235(1)-(3)235 - Duty to co-operate with liquidator

Current and former directors and officers, plus incorporators and employees from the prior year, must give liquidator requested information and meet on reasonable notice in creditors' liquidation.

Regulation 240(1)-(2)240 - Notification that company is in liquidation

While in creditors' liquidation, every invoice, order and business letter bearing the company's name must state that it is in creditors' liquidation, or face a fine.

Regulations 204-205204 - Declaration of solvency; 205 - Appointment of voluntary liquidator

Directors must declare solvency and approve a liquidation plan before appointing a voluntary liquidator, failing which may result in fines.

Regulations 243-246243 - Striking company off Register; 244 - Effect of striking off; 245 - Dissolution of company struck off; 246 - Restoration of company to Register by Registrar

Struck-off companies are automatically dissolved after three years unless restored, and restoration requires paying all outstanding fees and fines, plus a new registered agent where relevant.

Regulation 262(1)-(2)262 - Duty to deliver annual return

Every company must deliver annual returns to the Registrar within 30 days of each incorporation anniversary, containing required information and accompanied by the annual fee.

Regulation 263263 - Incomplete or inaccurate information

A person must not withhold required information from the Registrar or provide incomplete or inaccurate information, with contravention liable to a fine up to level 3.

Regulation 264264 - Right to request additional information

The Registrar may request additional documents or information from a company or its registered agent that is necessary or reasonably incidental to performing Registrar functions.

Regulation 273273 - Company struck off liable for fees, etc.

A company remains liable for all fees and fines payable under the Regulations even after it has been struck off the Register.

Regulation 278278 - Contravention provisions

Where a body corporate contravenes the regulations, any director or officer who authorised, permitted or acquiesced in it also commits a contravention and is liable to a fine not exceeding level 3.

Business Companies Regs Reg 190Continuation out of RAK ICC

A company can continue under another jurisdiction's law by resolution, ensuring any registered charges are addressed, with a notice filed and a certificate issued upon completion.

Business Companies Regs Reg 205Voluntary liquidator appointed

Directors may appoint a voluntary liquidator when a company's fixed term ends, with remuneration approved in the same resolution.

Business Companies Regs Reg 208Notice of appointment and advertisement

A voluntary liquidator must file an appointment notice and liquidation plan within 14 days, advertising the appointment within 30 days and maintaining required documentation.

Business Companies Regs Reg 219Completion and dissolution (voluntary)

The liquidator files a completion statement for voluntary dissolution, after which the Registrar strikes the company off and publishes a dissolution notice.

Business Companies Regs Reg 232Creditors' liquidation final meetings

The liquidator must convene general and creditors' meetings with 21 days' notice after winding up, returning details to the Registrar within 7 days; dissolution occurs 3 months post-registration.

Business Companies Regs Reg 233Striking off by the Registrar

The Registrar can strike a company off the Register for failing to comply with regulations, cease business or other contraventions.

Business Companies Regs Regs 186-187Continuation into RAK ICC

A foreign company may continue in RAK ICC if allowed by home law and meets specific conditions; applications require compliance evidence and approvals.

Business Companies Regs Regs 220-221Insolvency during a voluntary liquidation

A voluntary liquidator must declare insolvency within 3 days and conduct a creditors' liquidation if insolvency is recognized.

Schedule (Standard Fines Scale)Standard Fines Scale

Contraventions of the company regulations are subject to a standard fines scale, ranging from AED 1,000 for Level 1 to AED 20,000 for Level 5.