Law No. 2 of 2017 on Establishing Ras Al Khaimah Economic Zones & Supervising Authority as Amended by Law No. 9 of 2023 We, Saud Bin Saqr Bin Muhammed Al Qassimi Ruler of Ras Al Khaimah - After perusal of the Constitution of United Arab Emirates; - And Federal Law No. 5 of 1975 on Commercial Register; - And Federal Law No. 1 of 1979 on Regulating Industrial Affairs; - And Federal Law No. 35 of 1992 on Penal Procedures; - And Federal Law No. 37 of 1992 on Trade Marks; - And Federal Law No. 22 of 1995 on Commercial Transactions; - And Federal Law No. 4 of 2002 on Criminating Money Laundering, as amended; - And Federal Law No. 17 of 2002 on Regulating and Protecting Industrial Property of Patents, Industrial Designs and Models, as amended; - And Federal Law No. 8 of 2004 on Financial Free Zones; - And Federal Law No. 1 of 2006 on Electronic Transactions and E-commerce; - And Federal Law of Commercial Companies No. 2 of 2015; - And Federal Law No. 8 of 2015 on Federal Customs Authority, as amended; - And Federal Law No. 19 of 2016 on Suppressing Fraud and cheating in Commercial Transactions; - And Federal Decree No. 85 of 2007 on Unified Customs System (Law) of GCC Countries; - And Law of Free Zone of 2000, as amended; - And Law of 2004 on Operational Processes and Activities of RAK Free Zone Companies; - And Notary Public Law of 2005, as amended; - And Law No. 2 of 2007 on Establishing Environment Protection & Development Authority in Ras Al Khaimah, as amended; - And Law of Government Lawsuits No. 4 of 2012; - And Law No. 7 of 2012 on Establishing Executive Council in emirate of Ras Al Khaimah; - And Law No. 2 of 2016 on Establishing Ras Al Khaimah Studies & Statistics Center; - And Law No. 4 of 2016 on Restructuring and Regulating Department of Economic Development; - And Law No. 8 of 2016 on Regulating Practice of Economic Activities in emirate of Ras Al Khaimah; - And Emiri Decree No. 31 of 2003 on Establishing Investment and Development Office in Government of Ras Al Khaimah; - And Emiri Decree No. 2 of 2005 on Establishing Ras Al Khaimah Investment Authority, as amended; - And Emiri Decree No. 23 of 2014 on Constituting Joint Board of Directors for RAK Free Zone and Ras Al Khaimah Investment Authority; as amended; - And based on approval of Executive Council; - And in order to raise the levels of economic growth in the Emirate; - And based on what is required by public interest; Have promulgated the following Law: 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 phrases shall have the meanings assigned hereto unless the context otherwise requires. State: United Arab Emirates. Emirate: Ras Al Khaimah Emirate. Ruler: Ruler of Emirate of Ras Al Khaimah. Government: Ras Al Khaimah Government. Attorney General: Attorney General of the Emirate. Ras Al Khaimah 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 Ras Al Khaimah Economic Zones. Board of Directors: The Authority Board of Directors, Chairman: Chairman of Authority 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 activity within Ras Al Khaimah Economic Zones. Activity: All activities licensed by the Authority in accordance with the provisions of applicable Federal laws and the objectives of this law. Real Estate Committee: Rental & Real Estate Dispute Settlement Committee in the Emirate. Article (3) Ras Al Khaimah Economic Zones shall be established by the virtue of this law and geographical locations thereof shall be determined under a decree promulgated by the Ruler. The provision after amendment by Law No. (9) of 2023 Ras Al Khaimah Economic Zones shall be established by the virtue of this law and geographical locations thereof shall be determined under a decree promulgated by the Ruler and geographical locations of Ras AL Khaimah Economic Zones shall be considered as freehold areas. Article (4) Ras Al Khaimah Economic Zones aim at achieving the following objectives: A- Promoting growth levels and economic diversity of the Emirate. B- Promoting the Emirate’s position and enhancing competitiveness thereof as an economic and global destination of business. C- Attracting national and foreign investments in all economic fields. D- Providing flexible business environment and enhancing success and prosperity opportunities. E- Providing infrastructure and business success factors. F- Practicing and providing investment services. G- Practicing real estate development activities. H- Licensing all types of companies. I- Securing obtaining residence visas for companies and individuals in coordination with competent authorities. J- Practicing and licensing all types of activities in accordance with the applicable federal laws. Article (5) A- An independent Authority named “Ras Al Khaimah Economic Zones Authority” and known as “RAKEZ” shall be established having its legal personality and financial and administrative independence in all affairs thereof and it shall have legal capacity necessary to undertake all actions and acts ensuring the fulfillment of its objectives. B- Management of Ras Al Khaimah Economic Zones shall be entrusted to the Authority. C- The Authority’s assets and funds shall be considered as public funds and shall be exempted from all local governmental fees and charges. The provision after amendment by Law No. (9) of 2023 A- An independent Authority named “Ras Al Khaimah Economic Zones Authority” and known as “RAKEZ” shall be established having its legal personality and financial and administrative independence in all affairs thereof and it shall have legal capacity necessary to undertake all actions and acts ensuring the fulfillment of its objectives. B- Management of Ras Al Khaimah Economic Zones shall be entrusted to the Authority. C- The Authority’s assets and funds shall be considered as public funds and shall be exempted from all local governmental fees and charges. Article (6) Financial resources of Authority shall consist of charges and fees of licenses, rents and services provided by the Authority, in addition to any other resources approved by Board of Directors in accordance with the objectives of Ras Al Khaimah Economic Zones. The provision after amendment by Law No. (9) of 2023 Financial resources of Authority shall consist of the following: A- Fees of licenses and services provided by the Authority and rents due thereto. B- Any other resources approved by Board of Directors in accordance with the objectives of Ras Al Khaimah Economic Zones. Article (7) The headquarter of Authority shall be in emirate of Ras Al Khaimah and it may open branches and offices inside or outside the State in a manner that contribute to achieving its objectives. Article (8) 1- Authority shall have competence to the following: A. Develop list of activities and conditions necessary for licensing the same within Ras Al Khaimah Economic Zones. B. License, renew, strike-off and de-register companies and establishments in accordance with the Authority’s applicable rules and regulations. However, Authority shall be entitled to refuse licensing, renewing or striking-off any company. C. Create records to register companies, commercial and real estate transactions and mortgages. D. Issue licenses and permits to practice activities for natural persons within its locations. E. Lease its plots to the Companies registered therewith and conclude lease and Musataha contracts on such plots. F. Attest lease contracts for properties located within its geographical areas. G. Develop labor laws and regulations for its personnel. H. Register and redeem mortgage in respect of property erected inside Authority’s plots. I. Issue building permits and construction completion certificates of property constructed within its plots. J. Issue ownership certificates for buildings constructed within its plots. K. Consider labor complaints submitted by companies and employees thereof and seek resolving them and refer the same 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 their compliance with applicable laws, regulations and rules of the Authority, and take the necessary measures in this regard. N. Purchase, sell, rent and lease property and chattels and invest in movable and immovable properties in the manner it deems appropriate O. Coordinate with other federal and local authorities in fields relevant to the objectives of RAK Economic Zone. P. Establish companies, corporations, commercial enterprises and representative offices and sell and buy assets and shares in companies affiliated to Ras Al Khaimah Economic Zone. Q. Make national and international investments to achieve its objectives. R. Establish and acquire business corporations and companies that are relevant to competence thereof whether in-whole or by acquiring shares therein within inside or outside economic zones. S. Any other competence required to achieve the objectives for which Ras Al Khaimah Economic Zone was established. 2- Authority may delegate all or part of its powers to any of its affiliates or to private companies inside or outside the State in order to achieve its objectives in accordance with policies and controls determined by Board of Directors. The provision after amendment by Law No. (9) of 2023 1- Authority shall have competence to the following: A- Develop list of activities and conditions necessary for licensing the same within Ras Al Khaimah Economic Zones. B- License, renew, strike-off and de-register companies and establishments in accordance with the Authority’s applicable rules and regulations. However, Authority shall be entitled to refuse licensing, renewing or striking-off any company. C- Create records to register companies, commercial and real estate transactions and mortgages, without prejudice to Law no. (11) of 2021 on Real Estate Registration in emirate of Ras Al Khaimah. D- Issue licenses and permits to practice activities for natural persons within its locations. E- Lease its plots to the Companies registered therewith and conclude lease and Musataha contracts on such plots. F- Attest lease contracts for properties located within its geographical areas. G- Develop labor laws and regulations for its personnel. H- Register and redeem mortgage in respect of property erected inside Authority’s plots. I- Issue building permits and construction completion certificates of property constructed within its plots. J- Issue ownership certificates for buildings constructed within its plots. K- Consider labor complaints submitted by companies and employees thereof and seek resolving them and refer the same 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 their compliance with applicable laws, regulations and rules of the Authority, and take the necessary measures in this regard. N- Purchase, sell, rent and lease property and chattels and invest in movable and immovable properties in the manner it deems appropriate O- Coordinate with other federal and local authorities in fields relevant to the objectives of RAK Economic Zone. P- Establish companies, corporations, commercial enterprises and representative offices and sell and buy assets and shares in companies affiliated to Ras Al Khaimah Economic Zone. Q- Make national and international investments to achieve its objectives. R- Establish and acquire business corporations and companies that are relevant to competence thereof whether in-whole or by acquiring shares therein within inside or outside economic zones. S- Any other competence required to achieve the objectives for which Ras Al Khaimah Economic Zone was established. 2- Authority may delegate all or part of its powers to any of its affiliates or to private companies inside or outside the State in order to achieve its objectives in accordance with 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 meet at least four times a year and whenever necessary upon request 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, meetings shall not be valid in case of non-appearance of Chairman or his representative. 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, resolution shall not be effective. E. Chairman and Directors may delegate other Board Directors to attend meetings and vote on resolutions. Article (10) 1- Board of Directors shall have all powers necessary to conduct the business of Ras Al Khaimah Economic Zones, including, but not limited to, the following: A- Approving strategic policies and plans which shall lead to achieve the Authority objectives. B- Passing resolutions and regulations necessary to enforce this Law. C- Approving rules and regulations necessary to manage the affairs of Authority and regulating Ras Al Khaimah 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 Ras Al Khaimah Economic Zones. E- Discussing and approving reports submitted by the Chief Executive Officer. F- Adopting the draft annual budget and closing account 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 representative. I- Approving services charges and exemptions from them. J- Approving the entry of any company wholly-owned by Authority in partnership with any other company. K- Approving upon making investments locally and internationally that shall achieve objectives of Ras Al Khaimah Economic Zones. L- Disposing the movables and immovables owned by the Authority M- Purchasing, renting and acquiring movables and immovables required to performance of its tasks, and investing and disposing the same in any legal dispositions whatsoever. N- Approving any loan in favor of Authority or granting any mortgage or guarantee on Authority’s properties. O- Appointing and terminating Chief Executive Officer and determining his tasks, powers and entitlements. P- Forming committees to exercise the tasks of the Board. Q- Any tasks assigned by the Ruler to the Authority from time to time. 1- Board of Directors may delegate any of its powers stipulated in paragraph (1) of this article to the Chairman, any of the Directors or committees emanating therefrom, provided that such delegation shall be in-writing and specified, subject to non-contradiction of interests between delegating party and powers delegated. The provision after amendment by Law No. (9) of 2023 1- Board of Directors shall have all powers necessary to conduct the business of Ras Al Khaimah Economic Zones, including, but not limited to, the following: A- Approving strategic policies and plans which shall lead to achieve the Authority objectives. B- Passing resolutions and regulations necessary to enforce this Law. C- Approving rules and regulations necessary to manage the affairs of Authority and regulating Ras Al Khaimah 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 Ras Al Khaimah Economic Zones. E- Discussing and approving reports submitted by the Chief Executive Officer. F- Approving the draft annual budget and closing account 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 representative. I- Approving services charges and exemptions from them. J- Approving the entry of any company wholly-owned by Authority in partnership with any other company. K- Approving upon making investments locally and internationally that shall achieve objectives of Ras Al Khaimah Economic Zones. L- Disposing the movables and immovables owned by the Authority M- Purchasing, renting and acquiring movables and immovables required to performance of its tasks, and investing and disposing the same in any legal dispositions whatsoever. N- Approving any loan in favor of Authority or granting any mortgage or guarantee on Authority’s properties. O- Appointing and terminating Chief Executive Officer and determining his tasks, powers and entitlements. P- Forming committees to exercise the tasks of the Board. Q- Any tasks assigned by the Ruler to the Authority from time to time. 2- Board of Directors may delegate any of its powers stipulated in paragraph (1) of this article to the Chairman, any of the Directors or committees emanating therefrom, provided that such delegation shall be in-writing and specified, subject to non-contradiction of interests between delegating party and powers delegated. Article (11) 1- Chief Executive Officer 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: A- Proposing strategic, developmental and operational policies and plans that would help in achieving the objectives of Authority and executing whatever approved thereof. B- Proposing administrative, financial and technical projects and regulations necessary to regulate the work-flow in Authority. C- Preparing draft annual budget and closing account 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 terminating the technical and administrative cadres necessary to conduct the Authority’s business. F- Preparing salary, reimbursements, annual increments and job grades scales of Authority’s cadres. G- Preparing fees of services provided by Authority and exemptions therefrom. H- Issuing resolutions of confiscation, eviction and administrative sale of abandoned properties pursuant to the applicable regulations in the Authority. I- Issuing the list of administrative sanctions of violations that may be committed by companies and exemptions therefrom. J- Any other powers delegated by Board. 2- Chief Executive Officer is entitled to delegate any of his powers to whomever deems appropriate from executive management members. Article (12) A- No chairman, Directors or Chief Executive Officer, during exercising their duties, shall be liable toward third parties for any act or omission in connection to this administration unless such act or omission is taken in bad faith in contradiction to applicable laws and regulations. However, Authority shall be solely liable towards third parties for such act or omission under provisions of this Law. B- Neither Authority nor its staff shall be liable to third parties for liabilities of companies or natural persons licensed or permitted in economic zones thereby or staff of any of these companies. The provision after amendment by Law No. (9) of 2023 A- No chairman, Directors or Chief Executive Officer, during exercising their duties, shall be liable toward third parties for any act or omission in connection to this administration unless such act or omission is taken in bad faith in contradiction to applicable laws and regulations. However, Authority shall be solely liable towards third parties for such act or omission under provisions of this Law. B- Neither Authority nor its staff shall be liable to third parties for liabilities of companies and their employees or natural persons licensed or permitted by the Authority to work within Ras Al Khaimah Economic Zones. Article (13) Chief Executive Officer shall be the legal representative of Authority in its relations with third parties and before judiciary. Article (14) A- All goods, commercial materials, materials and equipment imported to, produced in and exported from Ras Al Khaimah Economic Zones shall be exempted from custom fees or any other fees without prejudice to Unified Customs Law. B- Authority, its personnel, Companies and branches of companies incorporated inside Ras Al Khaimah Economic Zones and individuals working therein shall be exempted from all taxes in relation to operations thereof inside Ras Al Khaimah Economic Zones. Moreover, the same shall be exempted from any restrictions related to transferring capital, profits or wages in any currency to any entity outside Ras Al Khaimah Economic Zones in such a way that does not contradict 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 such laws. B- The Authority, Ras Al Khaimah Economic Zones or Companies or branches of companies licensed by both of them shall not be subject to laws and local regulations in the emirate unless a special text within a law promulgated by Ruler of the emirate of application of these laws on Ras Al Khaimah 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 and pursuant to directives issued by Ruler. E- Notwithstanding any provision of any other legislation, lease contract attested by Authority shall have its effects before all competent authorities, including Real Estate Committee no need to be attested by any other authority including Municipality Department in the emirate. The provision after amendment by Law No. (9) of 2023 A- Authority and Companies shall enjoy all privileges and exemptions stipulated in the federal laws in accordance with the provisions of such laws. B- The Authority, Ras Al Khaimah Economic Zones or Companies or branches of companies licensed by both of them shall not be subject to laws and local regulations in the emirate unless a special text within a law promulgated by Ruler of the emirate of application of these laws on Ras Al Khaimah 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 and pursuant to directives issued by Ruler. E- Notwithstanding any provision of any other legislation, lease contract attested by Authority shall have its effects before all competent authorities, including Real Estate Committee no need to be attested by any other authority including Municipality Department in the emirate. F- Only Real Estate & Rental Disputes Settlement Committee shall have jurisdiction over disputes arising from the activities of Authority in real estate development and leasing properties in Ras Al Khaimah Economic Zones according to provisions of this Law, decrees and resolutions issued in implementation thereof related to its implementation. Article (16) Employees, nominated under a resolution by Attorney General based on a recommendation from Authority Board, shall have the capacity of law officers to prove acts committed in violation to the provisions of this law and resolutions issued in implementation thereof. In order to detect violations to provisions thereof, they shall be entitled to access companies and establishments subject to this Law and seek the assistance of Police personnel, if necessary. Article (17) As an exception to Law of Government Lawsuits No. 4 of 2012, Chief Executive Officer shall represent Authority in respect of its relationships with third parties and before judiciary and be responsible for defending the rights of Authority, any of companies or authorities delegated thereby in accordance with controls determined by Board of Directors. In order to do this, he shall initiate procedures on his own behalf or by power of attorney granted to whomever he deems appropriate from qualified lawyers, consultants and arbitrators and delegate any of Authority Legal Affairs personnel, provided that this delegation shall be in writing and specified. Article (18) Transitional Provisions Subject to provisions of Article (19), 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 Ras Al Khaimah Investment Authority and Ras Al Khaimah Free Trade Zone Authority to the Authority against no consideration. B- All properties and plots owned or assigned for the use of Ras Al Khaimah Investment Authority and Ras Al Khaimah Free Trade Zone Authority shall be transferred to the Authority or any company owned thereby against no consideration provided that such properties are free from any dispute. Transfer of ownership and issuance of new title deeds shall be exempted from local government fees that may be required to complete the transfer process under this Law. C- All authorities and powers related to concluding lease contracts and registration of mortgages, including records, rights, obligations and contracts related thereto shall be transferred from Ras Al Khaimah Investment Authority and Ras Al Khaimah Free Trade Zone Authority to Authority against no consideration. D- All employees with each of Ras Al Khaimah Free Trade Zone Authority and Ras Al Khaimah Investment Authority and their records shall be transferred to Authority without prejudice to any of their previous rights, including integration of service period and amendment of residencies data. E- Authority shall, in accordance with rules and systems applicable therein, issue and/or renew licenses for companies, establishments and branches of companies which have been previously registered with each of Ras Al Khaimah Free Trade Zone Authority and Ras Al Khaimah Investment Authority. However, the legal personality of such entities shall continue as of their incorporation date. Moreover, Authority is entitled to refuse to renew, strike off, de-register or change the trade name of any company, establishment or branch of a company as it deems appropriate. F- Until a license issued thereto by Authority pursuant to provisions of the previous paragraph, companies, establishments and branches of companies licensed by Ras Al Khaimah Free Trade Zone Authority or Ras Al Khaimah Investment Authority shall enjoy the same exemptions and privileges stated for Companies, establishments and branches of companies licensed by Ras Al Khaimah Economic Zone Authority. G- All companies, establishments and branches of companies licensed by each of Ras Al Khaimah Free Trade Zone and Ras Al Khaimah Investment Authority shall be subject to the applicable rules and regulations followed by Authority. H- Residences data of all investors, staff and the company’s establishment card shall be amended to become under Authority without any fees and in accordance with the provisions of the applicable Federal laws. I- In coordination and cooperation with General Directorate of Residency and Foreigners Affairs, Authority shall develop mechanisms necessary to implement the previous paragraph. J- Details of all companies licensed by Free Trade Zone Authority or Ras Al Khaimah Investment Authority with other government Authorities including Customs Department, Civil Defense and Ras Al Khaimah 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 federal laws in force. Article (19) As an exception to Article 18: A- Each of Ras Al Khaimah Free Trade Zone Authority and Ras Al Khaimah Investment Authority shall maintain their own legal personality to the extent necessary to transfer rights and liabilities thereof until full transfer. B- Special committee shall be constituted and members thereof shall be nominated by 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 Ras Al Khaimah Free Trade Zone Authority and Ras Al Khaimah Investment Authority provided that the Chairman shall sign on behalf of the Authority. C- Committee shall define the assets to be transferred from Ras Al Khaimah Free Trade Zone Authority and Ras Al Khaimah Investment Authority to the Authority, based on the approved closing account of both Authorities for the year ending on December 31st 2016. D- All rights and liabilities arising and incurred on Ras Al Khaimah Free Trade Zone Authority and Ras Al Khaimah Investment Authority during the period starting from first of January 2017 till the promulgation date of this Law shall be transferred to the Authority. E- The committee shall complete the tasks assigned 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 complete any pending task assigned thereto. Article (20) No lawsuit, filed against Ras Al Khaimah Free Trade Zone Authority and Ras Al Khaimah Investment Authority and Boards of Directors and staff of the same shall be considered after the lapse of one year from date of publishing Board of Directors Resolution on completion of transfer works and cancellation thereof, in two famous newspapers issued in the State in Arabic and English. Article (21) Any provision or text of any other local legislation contradicts with this Law shall be repealed to the extent of its contradiction with provisions of this law. Article (22) This law shall come into force as of date of its promulgation and be published in the Official Gazette. Saud Bin Saqr Bin Muhammed Al Qassimi Ruler of Ras Al Khaimah Issued by us on this day 20th of Rajab, 1437 H. Corresponding to 17th of April 2017 G.