Law Number No (2) of 2017 on Establishing Ras Al Khaimah Economic Zones (RAKEZ) & Supervising Authority….. (This Law had been amended by Law No. (9) of 2023 and Law No. (18) of 2023) We, SAUD BIN SAQR BIN MUHAMMED Al QASSIMI, Ruler of Ras Al Khaimah, - Pursuant to perusal of the Constitution of United Arab Emirates; - Federal Law No (5) of 1975 on Commercial Register; - Federal Law No (1) of 1979 on Regulating Industrial Affairs; - Federal Law No (35) of 1992 on Criminal Procedures; - Federal Law No (37) of 1992 on Trade Marks; - Federal Law No (22) of 1995 on Commercial Transactions; - Federal Law No (4) of 2002 on Criminating Money Laundry, as amended; - Federal Law No (17) of 2002 on Regulating and Protecting Industrial Properties of Patents, Designs and Industrial Models, as amended; - Federal Law No (8) of 2004 on Financial Free Zones; - Federal Law No (1) of 2006 on Transactions and E-commerce; - Federal Law of Commercial Companies No (2) of 2015; - Federal Law No (8) of 2015 on Federal Customs Authority, as amended; - Federal Law No (19) of 2016 on Preventing Fraud in Commercial Transactions; - Federal Decree No (85) of 2007 on Unified Customs System (Law) of GCC Countries; - Law of Free Zone of 2002, as amended; - Law of 2004 on Operational Processes and Activities of RAK Free Zone Companies; - Notary Public Law of 2005, as amended; - Law No (2) of 2007 on Establishing RAK Environment Protection & Development Authority, as amended; - Law of Government Lawsuits No (4) of 2012; - Law No (7) of 2012 on Establishing Executive Council of Ras Al Khaimah; - Law No (2) of 2016 on Establishing RAK Center for Statistics & Studies; - Law No (4) of 2016 on Restructuring and Regulating Department of Economic Development; - Law No (8) of 2016 on Regulating Engagement in Economic Activities in Ras Al Khaimah; - Emiri Decree No (31) of 2003 on Establishing Investment and Development Office (IDO) of the Government of Ras Al Khaimah; - Emiri Decree No (2) of 2005 on Establishing Ras Al Khaimah Investment Authority, as amended; - Emiri Decree No (2) of 2005 on Constituting Joint Board of Directors of RAK Free Zone and Ras Al Khaimah Investment Authority; as amended; - Based on the approval of Executive Council; - In order to raise the levels of Economic Growth in the Emirate; and - As may be dictated by public interest, The following Law has been promulgated: Article (1) This law shall be named " Law of Ras Al Khaimah Economic Zones” Article (2) In implementation of the provisions of this law, the following words and expressions shall have the meanings assigned hereto unless the context otherwise requires: State: United Arab Emirates Emirate: Ras Al Khaimah Emirate, Ruler: Ruler of the Emirate of Ras Al Khaimah, Government: Ras Al Khaimah Government, Attorney General: Attorney General of the Emirate, RAK Economic Zones: Zones established by virtue of this law and geographically defined as per Decrees promulgated in this regard, Authority: The government entity entrusted with the supervision, management, operation and development of RAK Economic Zones (RAKEZ), Board of Directors: The board entrusted with the management of the Authority, Chairman: Chairman of Board of Directors, Chief Executive Officer (CEO): The Chief Executive Officer of the Authority, Companies: All kinds of companies licensed by the Authority; including Sole Proprietorship permitted to exercise its activities within RAK Economic Zones, Activity: All activities licensed by the Authority in accordance with the provisions of applicable Federal laws and the objectives of this law, and Real Estate Committee: Committee authorized to settle rental and real estate disputes in the Emirate. Article (3) Ras Al Khaimah Economic Zones shall be established by the virtue of this law with geographical boundaries to be defined under a decree promulgated by the Ruler. Article (4) RAK economic zones aim to achieve the following: A. Promoting growth levels and economic diversity of Emirate; B. Promoting the Emirate’s status and competitiveness as an economic and global destination of business; C. Attracting national and foreign investments in all economic fields; D. Providing flexible business environment and promoting success and prosperity opportunities; E. Providing infrastructure and business success features; F. Practicing and providing investment services; G. Practicing real-estate development activities; H. Licensing all types of companies; I. Securing obtaining visas for companies and individuals in coordination with concerned authorities; and J. Practicing and licensing all types of activities in accordance with the applicable Federal laws. Article (5) A. An independent Authority named “RAK Economic Zones Authority” also known as “RAK EZ” shall hereby be established having legal personality and financial and administrative independence of all affairs thereof. Furthermore, the same shall have legal capacity necessary to undertake all actions and acts ensuring the fulfillment of its objectives; and B. RAK Economic Zones shall be managed by the Authority. Article (6) Financial resources of Authority shall consist of allowances, licenses fees, rentals and services provided by the Authority in addition to any other resources stated by Board of Directors in accordance with the objectives of RAKEZ. Article (7) The Authority shall have a headquarter in the Emirate of Ras Al Khaimah and may open branches and offices inside or outside the State to help contribute its objectives. Article (8) 1- Authority shall have competence to: a. Develop a list of activities and conditions required for licensing the same within RAKEZ; b. License, renew, strike-off and de-register companies and establishments in accordance with the Authority’s applicable rules and regulations. However, Authority shall have the power to refuse licensing, renewing or striking-off any company; c. Create registers to list companies, commercial and real estate transactions, pledges and mortgages; d. Issue licenses and permits to engage in activities for natural persons within its locations; e. Lease its plots to the Companies registered therewith and enter into lease and Musataha contracts on those plots; f. Attest lease contracts for premises located within its geographical areas; g. Develop labor laws and regulations for its personnel; h. Register and write off mortgages and pledges of real estates the lands erected inside Authority plots; i. Issue building permits and construction completion certificates of real estates constructed within its plots; j. Issue ownership certificates for buildings constructed within its plots; k. Review and take actions to amicably solve labor complaints submitted by the companies and their employees and referring them to the competent judicial authority; l. Secure obtaining employment visas and residency permits for companies and individuals within its scope pursuant to applicable laws; m. Control over and inspect Companies to ensure compliance with applicable laws, regulations and rules of the Authority, and take the necessary measures in this regard; n. Purchase, sell, rent and lease real estates and chattels and invest in movable and immovable properties in whatsoever manner it deems appropriate; o. Coordinate with other Federal and local authorities in areas relevant to the objectives of the RAK Economic Zone; p. Establish companies, corporations, commercial enterprises and representative offices and sell and buying assets and shares in companies affiliated to RAK Economic Zone; q. Make national and international investments for the sake of achieving its objectives; r. Establish and acquire relevant corporations and commercial companies in-whole or in-part and acquire shares therein inside or outside economic zones companies; and s. Any other competence required to achieve the objectives for which RAK Economic Zone was established, and 2- Authority may delegate all or part of its powers to any of its affiliates or to private companies inside or outside the State for the sake of achieving its objectives under policies and controls determined by Board of Directors. Article (9) A. Authority shall be managed by a Board of Directors comprised of a Chairman and a number of members to be appointed under a decree issued by the Ruler; B. The Board shall convene at least four times a year and whenever necessary if requested by the Chairman or one-third of the members; C. Meetings of the Board of Directors shall be valid if attended by the Chairman, or a proxy thereof and at least 50% of members. In all cases, no meetings of Board of Directors shall be valid unless the same is attended by Chairman or a proxy thereof; D. Board of Directors shall take resolutions by majority of votes present at the meeting. In case of a tie, Chairman shall have the casting vote. However, in case of the Chairman’s disapproval, no resolution shall be valid; E. Chairman and Board members may delegate other Board members to attend and vote on resolutions in the board meetings; Article (10) 1- Board of Directors shall have all powers necessary to conduct the business of RAK Economic Zones; including, but not limited to the following: a. Approving strategic policies and plans to achieve the Authority objectives; b. Passing resolutions and regulations necessary to enforce this Law; c. Approving rules and regulations necessary to conduct the affairs of Authority and regulating RAK Economic Zones and companies and employees working therein; d. Approving the mechanism of passing resolutions of eviction, confiscation and administrative sale of movable property abandoned within RAK Economic Zones; e. Discussing and approving reports submitted by the CEO; f. Adopting the annual budget project and balance sheet of Authority; g. Appointing an auditor for the Authority; h. Preparing an annual report on the Authority’s business and activities and submitting the same to the Ruler or his deputy; i. Approving the entry of any company wholly-owned by Authority in partnership with any other company; j. Approving to make national and international investments to achieve RAKEZ’s objectives.; k. Disposing the movable and immovable assets owned by the Authority; l. Purchasing, renting and acquiring movable and immovable property required to the performance of its objectives, and investing and disposing the same in any legal dispositions whatsoever; m. Approving any loan in favor of Authority or granting any loan, guarantee or warranty on Authority’s properties; and n. Appointing and dismissing CEO and determining his/her powers and remunerations, and 2- Board may delegate any of its powers stated in paragraph (1) herein to the Chairman, any other board member or committees emerging from the Board provided that such delegation shall be in-writing and specific subject to non-contradiction of interests between delegating party and powers delegated. Article (11) 1- CEO shall have all powers necessary to conduct daily management business of Authority in accordance with policies and delegation of authorities approved by Board of Directors; including, but not limited to the following: a. Proposing strategic, developmental and operative policies and plans necessary to achieve the objectives of Authority and executing whatever approved thereby; b. Proposing administrative, financial and technical projects and regulations necessary to regulate the work-flow in Authority; c. Preparing the annual budget project and balance sheet of Authority and submitting the same to the board for approval; d. Proposing organizational structure of Authority and submitting the same to the board for approval; e. Appointing and dismissing the professional and administrative cadres needed to conduct the Authority’s business; f. Preparing salary, reimbursements, annual increments and job grades scales of Authority’s cadres; g. Preparing services’ fees submitted by Authority and exemptions therefrom; h. Issuing resolutions of confiscation and eviction and administrative sale of properties abandoned pursuant to the applicable regulations in the Authority; i. Issuing the list of administrative sanctions of violations that may be acted by companies and exemptions therefrom; and j. Any other authorities delegated by Board, and 2- CEO may delegate any of his/her powers to whomever deemed appropriate thereby from executive management members. Article (12) A. No chairman, members of Board or CEO, during exercising their duties, shall be liable toward third parties for any act or omission taken thereby in connection to this administration unless such act or omission is taken in bad faith in contradiction to applicable laws and regulations. However, only Authority shall be solely liable towards third parties for such act or omission; and B. Neither Authority nor its staff shall be liable to third parties for liabilities of companies or natural persons licensed or permitted thereby in economic zones or staff of any of these companies. Article (13) CEO shall be the legal representative of Authority in its relations with third parties and before Judicature. Article (14) A. All goods, business materials, materials and equipment imported to, produced in and exported from RAK Economic Zones shall be exempted from custom fees or any other fees without prejudice to Unified Customs Law; and B. Authority, its personnel, Companies and branches of companies incorporated inside RAK Economic Zones and individuals working therein shall be exempted from all taxes; including income tax, related to its operations inside RAK Economic Zones. Moreover, the same shall be exempted from any restrictions related to transferring capital, profits or salaries in any currency to any entity outside RAK Economic Zones in such a way non-contradicts with any Federal law. Article (15) A. Authority and Companies shall enjoy all privileges and exemptions stipulated in the federal laws in accordance with the provisions of these laws; B. Neither Authority nor RAK Economic Zones nor Companies nor branches of companies licensed by the above shall be subject to laws and local regulations in the emirate unless a private paragraph within a law promulgated by Ruler of Ras Al Khaimah stipulates the application of these laws on RAK Economic Zones and the Companies licensed thereby; C. Authority shall be subject to systems of corporate excellence in Government pursuant to categories determined in this regard; D. Authority shall follow international standards of preparing financial reports pursuant to directives issued by Ruler; and E. Notwithstanding any provision of any other legislation, lease contracts attested by Authority shall be subsequent to their effects before all competent authorities; including Real Estate Committee without no need for being attested from any other authority including RAK Municipality; and F. Only Real Estate Committee shall have jurisdiction over disputes arising through the business of Authority relating to activities of real estate development and leasing real estates in economic zones pursuant to provisions of this Law, decrees and resolutions issued to enforce the same or related to its enforcement. Article (16) Employees, nominated under a resolution from Attorney General based on a recommendation from Authority Board, shall have the capacity of judicial officers to prove the acts committed in violation to the provisions of this law and resolutions issued to enforce the same. To this extent, they shall be entitled to detect and trace any violations to provisions thereof; access companies and establishments subject to this Law; and seek the assistance of Police personnel, if necessary. Article (17) As an exception to the Law of Government's Lawsuits No (4) of 2012, CEO shall represent Authority on relationships with third parties and before Judicature and be responsible to defend the rights of Authority, any of affiliate companies or authorities delegated thereby in accordance with controls passed by Board of Directors. To this extent, the same shall initiate procedures on its own behalf or by a POA granted to whomever deemed appropriate thereby from qualified lawyers, consultants and arbitrators and delegate in-writing with nomination any of Authority Legal Affairs personnel. Article (18) Transitional Provisions: Subject to provisions of Article (19) herein, the following shall be applied: A. All authorities and powers related to licensing including records, rights, obligations and contracts related to licenses shall be transferred from RAK Investment Authority and RAK Free Trade Zone Authority to the Authority without any consideration; B. All real estates and plots owned or assigned for the use of RAK Investment Authority and RAK Free Trade Zone Authority shall be transferred to the Authority or any company owned thereby without any consideration provided that those real estates are free from any dispute. Transfer of ownership and issuance of new title deeds shall be exempted from payment of local government fees that may be required to conclude the transfer process under this Law; C. All authorities and powers related to entering into lease contracts and registration of mortgages; including records, rights, obligations and contracts related RAK Investment Authority and RAK Free Trade Zone Authority, shall be transferred from the same to Authority without any consideration; D. All employees RAK Free Trade Zone Authority and RAK Investment Authority and their records shall be transferred to the Authority without prejudice to any of their previous rights, including previous rights including integration of service period and amendment of residencies data; E. Authority shall, in accordance with rules and regulations applicable therein, issue and/or renew licenses for companies, establishments and branches of companies which have been previously registered at RAK Free Trade Zone Authority and RAK Investment Authority. However, the legal personality of those entities shall continue as of their incorporation dates. Moreover, Authority may refuse to renew, strike off de-register or change the trade name of any company, establishment or branch of a company as it may deem appropriate; F. Until a license issued thereto by Authority pursuant to the provisions of the previous paragraph, companies, establishments and branches of companies licensed previously by RAK Free Trade Zone Authority and RAK Investment Authority shall enjoy all exemptions and privileges stated for Companies, establishments and branches of companies licensed by RAK Economic Zone Authority; G. All companies, establishments and branches of companies licensed by RAK Free Trade Zone or RAK Investment Authority shall be subject to the applicable rules and regulations followed by Authority; H. Residences data of all investors, staff and the companies’ establishment card shall be amended to be under Authority without any fees in accordance with the provisions of the applicable Federal laws; I. In coordination and collaboration with General Directorate of Residency and Foreigners Affairs, Authority shall establish mechanisms necessary to enforce the previous paragraph; J. All details of companies licensed by Free Trade Zone or RAK Investment Authority before other government Authorities including RAK Customs, Civil Defense and RAK Chamber of Commerce & Industry and Department of Economic Development shall be amended at no cost and in accordance with provisions of this law and the applicable federal laws. Article (19) As an exception of Article 18: A. RAK Free Trade Zone Authority and RAK Investment Authority shall keep their own legal personality to the extent necessary to transfer rights and liabilities thereof and to the extent of full transfer; B. Special committee shall be constituted with members to be nominated under a resolution from the Board to oversee the enforcement of the provisions of this Article. This committee shall have all powers necessary to complete its duties; including signing on behalf of RAK Free Trade Zone Authority and RAK Investment Authority provided that the Chairman signs on behalf of the Authority; C. Committee shall define the assets needed to be transferred from both RAK Free Trade Zone Authority and RAK Investment Authority to RAKEZ based on the audited final account of both entities for the year ending on December 31st 2016; D. All rights and liabilities arising and incurred on RAK Free Trade Zone Authority and RAK Investment Authority during the period starting from January 2017 till the promulgation of this Law shall be transferred to RAKEZ; and E. The committee shall accomplish the duties entrusted thereto within a maximum period of one year from the date of enforcement of this Law. However, the same may be extended by a resolution from the Board to the extent necessary to accomplish any pending duties entrusted thereto. Article (20) No lawsuit, filed against RAK Free Trade Zone Authority and RAK Investment Authority and boards of directors and staff of the same shall be heard after the lapse of one year from date of publishing Board of Directors Resolution, in two famous local magazines in Arabic and English, on business transfer completion and dissolution of both entities. Article (21) Any provision or text of any other local legislation conflicts with this Law shall hereby be repealed up to the extent of contradiction herewith. Article (22) This law shall come into force as of the date of its promulgation and be published in the Official Gazette. SAUD BIN SAQR BIN MUHAMMED Al QASIMI Ruler of The Emirate of Ras Al Khaimah Promulgated on this day 20th of Rajab, 1437 A.H. Corresponding to 17th of April 2017 A.D.