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EMIRI DECREE NO. (25) of 2023 On the amendment of Emiri Decree No. (2) of 2005

Emiri Decree
EMIRI DECREE NO. (25) of 2023 On the amendment of Emiri Decree No. (2) of 2005 We, Saud Bin Saqr Al Qassimi, Ruler of Ras Al Khaimah, After perusal of the Emiri Decree No. 2 of 2005 on the establishment of RAK Investment Authority Emiri Decree No. 32 of 2012 Law No. 4 of 2012 concerning Government lawsuits Law No. 2 of 2017 regarding RAK Economic Zone and the Supervisory Authority Decision of the Ruler dated 22 June 2022 appointing certain attorneys to carry out certain actions on behalf of RAK Investment Authority As the public interest may require Have decreed as follows: ARTICLE (1) In the application of this Decree, the following terms shall have the meanings assigned thereto: State: the United Arab Emirates Authority: RAK Investment Authority Committee: The committee entrusted with the management of the Authority Chairman: Chairman of the Committee Attorney: any person or persons appointed in writing by the Chairman to exercise, jointly or severally, any and all of the powers provided for under Articles 4 and 5 of this Decree and any other powers which the Chairman may specify in writing. ARTICLE (2) (a) Article 1 of Emiri Decree No. 2 of 2005 shall be amended as follows: The Authority shall have and maintain an independent legal personality and enjoy financial and administrative independence only for the purposes of, and to the extent necessary for: (i) the management and disposal of its assets, rights and obligations to or from third parties by way of transfer, sale, purchase, settlement or any other form of disposals, with or without consideration; (ii) commencing, defending, resolving, settling, and otherwise participating in, any legal proceedings which involve the Authority or its interests, including without limitation any court litigation or arbitration proceedings inside or outside the State; and (iii) appointing legal representatives to represent, and act on behalf of, the Authority in any legal proceedings, including without limitation any court litigation or arbitration proceedings inside or outside the State. (b) The remainder of Emiri Decree No. 2 of 2005 shall be repealed and replaced by this Decree. ARTICLE (3) (a) The Authority shall be managed by a Committee comprised of a Chairman and a number of members to be appointed by decision of the Ruler. (b) The term of the Committee is three years, provided that such term shall be renewed automatically, and the Committee shall continue to exercise its powers until the appointment of a new Committee. (c) The Committee shall convene at least four times per year and whenever necessary upon the request of the Chairman. (d) A meeting of the Committee shall be valid if attended by 50% of the members of the Committee, including the Chairman. In all cases, a meeting of the Committee shall not be valid unless attended by the Chairman or his authorised representative. (e) The Committee shall take decisions by a majority of votes of its members present at the meeting. In case of a tie, the Chairman shall have the casting vote. (f) The Chairman shall have the right to delegate other members of the Committee or the Attorneys to attend and vote in the Committee’s meetings. (g) Members of the Committee shall have the right to delegate other members to attend and vote in the Committee’s meetings. ARTICLE (4) (a) The Committee shall have the power to issue the necessary decisions, directives and instructions to implement this Decree and ensure the proper functioning of the Authority within the limits of the Authority’s objects set out above, including the following powers: (i) Administer, manage and oversee any rights, interests, movable or immovable assets that are still owned or assigned to the Authority and transfer, sell, acquire or otherwise dispose of the said rights, interests and assets. (ii) Follow up on any and all procedures, claims (civil or criminal), ongoing lawsuits to which the Authority is a party until final judgments or arbitral awards are issued therein, all execution procedures related to any such claims, lawsuits or proceedings are concluded and any amounts awarded to the Authority are collected. (iii) Collect, recover, and receive all amounts of money which are now due or hereafter become due for payment to the Authority, and demand, sue, enforce payment of, and receive and give effectual receipts and discharges for all monies, securities for monies, debt, goods, chattels and personal estate of or to which the Authority is now or may hereafter become entitled or which are or may become due, owing, payable or transferable to the Authority in or by any right, title, ways or means whatsoever from any person or corporation or entity. (iv) Appoint an auditor for the Authority. (v) Prepare and maintain an annual report on the Authority's work and activities. (b) Without prejudice to this Article (4) and to Article (5) below, the Chairman shall be the legal representative of the Authority in its relations with third parties, and the Chairman may delegate such powers to an Attorney. ARTICLE (5) As an exception to the law No. 4 of 2012 concerning Government lawsuits, from the date on which the Chairman appoints the Attorneys, the Chairman or an Attorney shall represent the Authority in its relations with third parties and before any judicial and quasi-judicial authorities, committees and tribunals or any other dispute resolution authorities (including in arbitration, mediation or reconciliation), and shall be responsible for defending its rights and interests. For that purpose, the Chairman or an Attorney shall have the widest authority and powers including to refer to arbitration, to appoint arbitrators and experts, to collect sums adjudged, to come to any settlement, abandon litigation or any other form of proceedings (including arbitration), waive a judgment or award wholly or in part or by any channel of appeal, lift a lien or abandon a guarantee, to accept or reject a judge, arbitrator or expert, to manage and dispose of the Authority’s assets, rights and obligations to or from third parties (by way of transfer, sale, purchase, settlement or any other form of disposals, with or without consideration), and to undertake any and all other action for which the law requires special authorisation. The Chairman or an Attorney shall also have the power to ratify and approve the appointment of any existing representatives, lawyers, advocates or consultants who were appointed prior to the date of entry into effect of this Decree, with or without amendments to the terms of appointment and/or the powers and authority of such representatives, lawyers, advocates or consultants as applicable. ARTICLE (6) The Chairman, any Attorneys or members of the Committee shall not be liable toward third parties for any act they do or fail to do during or in connection with the exercise of their duties set out under this Decree, unless such act or omission was made in bad faith, in violation to the applicable laws and regulations or as a result of their gross negligence. The Authority shall solely bear any civil liability toward third parties for such an act or omission in accordance with the provisions of this Decree. ARTICLE (7) (a) The Committee shall, as soon as practicable from the date on which the disposal of the Authority’s assets and rights is completed, issue a decision confirming the same and publish such decision in two local newspapers, one issued in Arabic and the other in English. (b) After the lapse of one year from the publication by the Committee of its decision that the disposal of the Authority’s assets and rights has been completed: (i) no case filed against the Authority, the Committee (including its Chairman, members and Attorneys) or any of its employees shall be heard; and (ii) the Authority shall be cancelled and its legal personality shall cease to exist. ARTICLE (8) (a) Emiri Decree No. 32 of 2012 is hereby repealed and any other law or decree or decision, or any provision thereof, which conflicts with this Decree is hereby repealed to the extent to which it is in conflict with the provisions hereof. (b) The Decision of the Ruler dated 22 June 2022 appointing certain attorneys to carry out certain actions on behalf of the Authority shall remain in force until the date on which the Chairman appoints the Attorneys. ARTICLE (9) This Decree shall come into force as of 1st January 2024 and shall be published in the Official Gazette. Saud Bin Saqr Al Qassimi Ruler of Ras Al Khaimah Issued on 16th Month Jumada II of 1445 A.H. Corresponding to 29th Month December of 2023 AD
  • In the application of this Decree, the following terms shall have the meanings assigned thereto:
    State: the United Arab Emirates
    Authority: RAK Investment Authority
    Committee: The committee entrusted with the management of the Authority
    Chairman: Chairman of the Committee
    Attorney: any person or persons appointed in writing by the Chairman to exercise, jointly or severally, any and all of the powers provided for under Articles 4 and 5 of this Decree and any other powers which the Chairman may specify in writing.

     
  • (a) Article 1 of Emiri Decree No. 2 of 2005 shall be amended as follows:
    The Authority shall have and maintain an independent legal personality and enjoy financial and administrative independence only for the purposes of, and to the extent necessary for:
    (i) the management and disposal of its assets, rights and obligations to or from third parties by way of transfer, sale, purchase, settlement or any other form of disposals, with or without consideration;
    (ii) commencing, defending, resolving, settling, and otherwise participating in, any legal proceedings which involve the Authority or its interests, including without limitation any court litigation or arbitration proceedings inside or outside the State; and 
    (iii) appointing legal representatives to represent, and act on behalf of, the Authority in any legal proceedings, including without limitation any court litigation or arbitration proceedings inside or outside the State.
    (b) The remainder of Emiri Decree No. 2 of 2005 shall be repealed and replaced by this Decree.

     
  • (a) The Authority shall be managed by a Committee comprised of a Chairman and a number of members to be appointed by decision of the Ruler.
    (b) The term of the Committee is three years, provided that such term shall be renewed automatically, and the Committee shall continue to exercise its powers until the appointment of a new Committee.
    (c) The Committee shall convene at least four times per year and whenever necessary upon the request of the Chairman.
    (d) A meeting of the Committee shall be valid if attended by 50% of the members of the Committee, including the Chairman. In all cases, a meeting of the Committee shall not be valid unless attended by the Chairman or his authorised representative.
    (e) The Committee shall take decisions by a majority of votes of its members present at the meeting. In case of a tie, the Chairman shall have the casting vote. 
    (f) The Chairman shall have the right to delegate other members of the Committee or the Attorneys to attend and vote in the Committee’s meetings.
    (g) Members of the Committee shall have the right to delegate other members to attend and vote in the Committee’s meetings.

     
  • (a) The Committee shall have the power to issue the necessary decisions, directives and instructions to implement this Decree and ensure the proper functioning of the Authority within the limits of the Authority’s objects set out above, including the following powers:
    (i) Administer, manage and oversee any rights, interests, movable or immovable assets that are still owned or assigned to the Authority and transfer, sell, acquire or otherwise dispose of the said rights, interests and assets.
    (ii) Follow up on any and all procedures, claims (civil or criminal), ongoing lawsuits to which the Authority is a party until final judgments or arbitral awards are issued therein, all execution procedures related to any such claims, lawsuits or proceedings are concluded and any amounts awarded to the Authority are collected.
    (iii) Collect, recover, and receive all amounts of money which are now due or hereafter become due for payment to the Authority,  and demand, sue, enforce payment of, and receive and give effectual receipts and discharges for all monies, securities for monies, debt, goods, chattels and personal estate of or to which the Authority is now or may hereafter become entitled or which are or may become due, owing, payable or transferable to the Authority in or by any right, title, ways or means whatsoever from any person or corporation or entity.
    (iv) Appoint an auditor for the Authority.
    (v) Prepare and maintain an annual report on the Authority's work and activities.
    (b) Without prejudice to this Article (4) and to Article (5) below, the Chairman shall be the legal representative of the Authority in its relations with third parties, and the Chairman may delegate such powers to an Attorney.

     
  • As an exception to the law No. 4 of 2012 concerning Government lawsuits, from the date on which the Chairman appoints the Attorneys, the Chairman or an Attorney shall represent the Authority in its relations with third parties and before any judicial and quasi-judicial authorities, committees and tribunals or any other dispute resolution authorities (including in arbitration, mediation or reconciliation), and shall be responsible for defending its rights and interests. For that purpose, the Chairman or an Attorney shall have the widest authority and powers including to refer to arbitration, to appoint  arbitrators and experts, to collect sums adjudged, to come to any settlement, abandon litigation or any other form of proceedings (including arbitration), waive a judgment or award wholly or in part or by any channel of appeal, lift a lien or abandon a guarantee, to accept or reject a judge, arbitrator or expert, to manage and dispose of the Authority’s assets, rights and obligations to or from third parties (by way of transfer, sale, purchase, settlement or any other form of disposals, with or without consideration), and to undertake any and all other action for which the law requires special authorisation. The Chairman or an Attorney shall also have the power to ratify and approve the appointment of any existing representatives, lawyers, advocates or consultants who were appointed prior to the date of entry into effect of this Decree, with or without amendments to the terms of appointment and/or the powers and authority of such representatives, lawyers, advocates or consultants as applicable.

     
  • The Chairman, any Attorneys or members of the Committee shall not be liable toward third parties for any act they do or fail to do during or in connection with the exercise of their duties set out under this Decree, unless such act or omission was made in bad faith, in violation to the applicable laws and regulations or as a result of their gross negligence. The Authority shall solely bear any civil liability toward third parties for such an act or omission in accordance with the provisions of this Decree.

     
  • (a) The Committee shall, as soon as practicable from the date on which the disposal of the Authority’s assets and rights is completed, issue a decision confirming the same and publish such decision in two local newspapers, one issued in Arabic and the other in English.
    (b) After the lapse of one year from the publication by the Committee of its decision that the disposal of the Authority’s assets and rights has been completed: 
    (i) no case filed against the Authority, the Committee (including its Chairman, members and Attorneys) or any of its employees shall be heard; and 
    (ii) the Authority shall be cancelled and its legal personality shall cease to exist.
     

  • (a) Emiri Decree No. 32 of 2012 is hereby repealed and any other law or decree or decision, or any provision thereof, which conflicts with this Decree is hereby repealed to the extent to which it is in conflict with the provisions hereof.
    (b) The Decision of the Ruler dated 22 June 2022 appointing certain attorneys to carry out certain actions on behalf of the Authority shall remain in force until the date on which the Chairman appoints the Attorneys.

     
  • This Decree shall come into force as of 1st January 2024 and shall be published in the Official Gazette. 

Classification
  • Civil Legislation
  • Investment Legislation
  • Free Zone
Related Legislations
Legislation Number Legislation Subject
2012-7-32
2007-7-26
2009-7-14
2017-2-2 Law No. 2 of 2017 on Establishing Ras Al Khaimah Economic Zones & Supervising Authority as Amended by Law No. 9 of 2023
2023-2-9 Law No. (9) of 2023 On Amending Law No. (2) of 2017
2012-7-1
2005-7-2
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