Warning

Emiri Decree No. (4) of 2016 On Amending Ras Al Khaimah International Corporate Centre Decree No. (12) of 2015 (This Decree has been amended by Emiri Decrees No. (5) of 2017, (12) of 2024 and (3) of 2025) We, Saud Bin Saqr Bin Mohamed Al Qasimi Ras Al Khaimah Ruler After perusal of Free Zone Law of 2000, as amended; And Off-Shore Companies Registration Law of 2005; And Emiri Decree No. 2 of 2005, as amended; And Resolution No. 12 of 2006 and appendixes thereof; And Emiri Decree No. 12 of 2015 on Establishing Ras Al Khaimah International Corporate Centre; And Resolution No. 27 of 2015 And based on what public interest requires; have promulgated the following: Article 1 A new article shall be added after article (1) of Emiri Decree no. (12) of 2015 as follows: The head office of the Center shall be in Ras Al Khaimah Emirate and branches or offices may be established within United Arab Emirates or abroad. Article 2 Article (2) of Emiri Decree no. (12) of 2015 shall be amended to be read as follows: All corporates’ records, data, files, employees and other competences of International Business Companies Division in Ras Al Khaimah Free Zone Authority and RAK Offshore Division in Ras Al Khaimah Investment Authority shall be transferred to be under the control and management of Ras Al Khaimah International Corporate Centre. Also, all their assets, revenues, contractual interests and intellectual property rights, effective January 1, 2016, shall be wholly devolved upon Ras Al Khaimah International Corporate Centre to be property thereof. Article 3 Article (3) of Emiri Decree no. (12) of 2015 shall be amended to be read as follows: Ras Al Khaimah International Corporate Centre shall be the sole competent authority to register, record, de-register and amend international companies (offshore companies) and license the agents concerned with registering such companies in Ras Al Khaimah Emirate. Article 4 Article (4) of Emiri Decree no. (12) of 2015 shall be amended to be read as follows: a. Ras Al Khaimah International Corporate Centre shall be managed by a Board of Directors consisting of a chairman and no less than three and no more than seven members appointed by a resolution promulgated by the Ruler. The term of Board membership shall be three renewable years. b. The Board shall meet upon the invitation of its Chairman whenever he deems appropriate or upon the request of three members of the Board. c. The Board’s resolutions shall be issued by a majority of votes and if the votes are equal, the side on which the Chairman is present shall have the casting vote. Article 5 Article (5) of Emiri Decree no. (12) of 2015 shall be amended to be read as follows: The Board of Ras Al Khaimah International Corporate Centre shall have all the powers necessary to manage the Centre’s business and achieve objectives thereof, including, but not limited to, the following: 1- Propose the strategic plans of the Centre and supervise implementation thereof. 2- Set the administrative, financial and technical systems and regulations necessary to manage the Center’s affairs, including the personnel affairs system in the Centre. 3- Set rules and regulations for registering and de-registering companies and agents with the Centre. 4- Appoint the Chief Executive Officer, Chief Organizer and Registrar of the Centre. 5- Discuss and approve reports submitted by the Centre's Chief Executive Officer. 6- Approve and ratify the Centre's draft annual general budget. 7- Appoint Centre’s auditor. 8- Approve the Centre’s budget and closing accounts presented by the auditor. 9- Prepare an annual report on the Centre’s business and activities and submit it to the Ruler. 10- Hire experts and specialists in fields related to the Centre's work. 11- Delegate the powers of matters related to planning and daily operational management of the Centre to whomever he deems appropriate among employees thereof. Article 6 A new article shall be added to Law No. (12) of 2015 after Article (5), with the following text: Except in the two cases of fraud or material professional error, the Chairman of the Board or its members shall not be liable to third parties during the management of the Centre and its operations for any act or omission committed by them in respect of the management works and the Centre alone shall be liable to third parties for committing such act or omission. Article 7 A new article shall be added to Decree No. (12) of 2015 after Article (6), with the following text: All entities and companies must conduct regularization in accordance with the provisions of this Decree and the procedures determined by the Board of Ras Al Khaimah International Corporate Centre, within a period not exceeding one year from the date of promulgating this Decree. However, the Centre’s Board of Directors may extend this period for another period not exceeding one additional year, if it deems it necessary. Article 8 The other remaining provisions of Emiri Decree (12) of 2015 shall remain in force and effect as they are, without change or amendment, without any conflict with the provisions of this Decree. Also, any previous Decrees or resolutions that provisions thereof conflict with this Decree shall be repealed. Article 9 This Decree shall come into force as date of its promulgation and be published in the Official Gazette. Saud Bin Saqr Bin Mohamed Al Qasimi Ras Al Khaimah Ruler Promulgated by us on this day tenth of Rabie Al Akhir 1437H. Corresponding to twentieth of January 2016G.