RAK INTERNATIONAL CORPORATE CENTRE GOVERNMENT OF RAS AL KHAIMAH UNITED ARAB EMIRATES RAK INTERNATIONAL CORPORATE CENTRE REGISTERED AGENT RULES

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RAK INTERNATIONAL CORPORATE CENTRE GOVERNMENT OF RAS AL KHAIMAH UNITED ARAB EMIRATES RAK INTERNATIONAL CORPORATE CENTRE REGISTERED AGENT RULES 2016 ADDOCS01/ TABLE OF CONTENTS PART I PRELIMINARY
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RAK INTERNATIONAL CORPORATE CENTRE GOVERNMENT OF RAS AL KHAIMAH UNITED ARAB EMIRATES RAK INTERNATIONAL CORPORATE CENTRE REGISTERED AGENT RULES 2016 ADDOCS01/ TABLE OF CONTENTS PART I PRELIMINARY PROVISIONS 1. Short title, commencement and authority 2. Definitions 3. General interpretation 4. Controller 5. Manager PART II LICENSING OF REGISTERED AGENT SERVICES 6. The general prohibition 7. Contravention of the general prohibition 8. False claims to be licensed 9. Partnerships 10. Provision of Registered Agent Services by Employees of Licensees PART III APPLICATION FOR LICENCE 11. Application for a licence 12. Granting licences 13. Term of licence 14. Imposition of requirements by Registrar 15. Requirements under Rule 14: further provisions 16. Application for licence 17. Determination of applications 18. Determination of applications: warning notices and decision notices 19. Exercise of own-initiative power: procedure PART IV CONDUCT OF LICENSEE 20. Conduct of Registered Agent Services 21. Conduct of Licensee s employees 22. Outsourcing 23. Notification of change in information ADDOCS01/ 24. Financial requirements 25. Compliance with anti-money laundering regulations 26. Jurisdiction of RAK ICC following termination of a licence 27. Dispute resolution involving Licensee PART V REVIEW, INVESTIGATION AND CANCELLATION OF LICENCE 28. Cancellation by Registrar at request of Licensee 29. Cancellation on initiative of Registrar 30. Cancellation of licence: procedure 31. Transfer of records 32. Registrar s power to require information: Licensees etc. 33. Contraventions PART VI ENFORCEMENT 34. Meaning of relevant requirement 35. Fines 36. Suspending licence 37. Proposal to take disciplinary measures 38. Decision to take disciplinary measures 39. Statements of policy 40. Warning notices 41. Decision notices 42. Notices of discontinuance 43. Final notices 44. Publication 45. Third party rights 46. Access to material 47. The Registrar s procedures 48. Protected items 49. Service of notices ADDOCS01/ PART VII GENERAL 50. Registrar 51. Registers 52. Statements of policy and procedure under Rules 40 or Power of the Registrar to give guidance 54. Incomplete or inaccurate information 55. Right to request additional information 56. Filing of documents 57. Inspection of register and documents filed 58. Licensee continues to be liable for fees, etc. 59. Amendment of Schedule SCHEDULE INFORMATION AND INVESTIGATIONS (CONNECTED PERSONS) ADDOCS01/ RAK INTERNATIONAL CORPORATE CENTRE REGISTERED AGENT RULES Short title, commencement and authority PART I PRELIMINARY PROVISIONS (1) These Rules may be cited as the Ras Al Khaimah International Corporate Centre Registered Agent Rules The provisions of these Rules come into force on the Commencement Date. (2) These Rules are made by the board of directors of RAK ICC pursuant to Regulation 261 of the Ras Al Khaimah International Corporate Centre Business Companies Regulations Definitions In these Rules, unless the context otherwise requires accredited body means a body included on the list maintained by the Registrar pursuant to Rule 12(1); approved form means, in relation to a document, a form approved by RAK ICC to be used for the document; body corporate includes a body corporate constituted under the law of a jurisdiction outside RAK ICC; Commencement Date means [ ]; conditions of licence has the meaning given in Rule 12; Court means the court from time to time having jurisdiction to hear matters arising pursuant to the Regulations and these Rules; director, in relation to a body corporate, includes a person occupying in relation to it the position of a director (by whatever name called); and a person in accordance with whose directions or instructions (not being advice given in a professional capacity) the directors of that body are accustomed to act; documents includes information recorded in any form and, in relation to information recorded otherwise than in legible form, references to its production include references to producing a copy of the information in legible form, or in a form from which it can readily be produced in visible and legible form; general prohibition has the meaning given in Rule 6(2); Group has the meaning given in the Regulations; licence means a licence issued by the Registrar pursuant to these Rules; ADDOCS01/ Licensee means an undertaking licensed under these Rules to provide Registered Agent Services; parent has the meaning given in the Regulations; professional services means, unless amended by the Registrar pursuant to Rule 12(2): (d) legal services; accountancy services; company administration and management services; and corporate advisory services; RAK means the Emirate of Ras Al Khaimah, UAE; RAK ICC means International Corporate Centre, a Government Authority of Ras Al Khaimah; Regulations means the Ras Al Khaimah International Corporate Centre Business Companies Regulations 2016; Registered Agent Services has the meaning given in Rule 6(3); Registrar means the registrar of companies appointed in accordance with Regulation 261; service provider has the meaning given in Rule 22(1); subsidiary has the meaning given in the Regulations; the fitness and propriety criteria are that relevant person or undertaking: conducts themselves with honesty and integrity; (in the case of an applicant for a licence only) has the required competence and capability to provide those Registered Agent Services for which it will be responsible; and is financially sound; UAE means the United Arab Emirates; UAE Anti-Money Laundering Rules means all applicable laws, rules and regulations in force in the United Arab Emirates concerning the prevention of money laundering and/or the prevention of the financing of terrorist activity as such laws, rules and regulations may be amended or re-enacted from time to time and including: Federal Law No. 4/2002 (as amended by Federal Law No. 9/2014) on money laundering and combating the finance of terrorism; Cabinet Decision No. 38/2014 on implementing Federal Law No. 4/2002; and Federal Law No. 7/2014 On Combating Terrorism Offences; ultimate beneficial owner has the meaning given in Rule 25(3); and ADDOCS01/ undertaking means a body corporate or partnership; or an unincorporated association carrying on a trade or business, with or without a view to profit; Website means the website of RAK ICC at and Zone has the meaning given in the Regulations. 3. General interpretation (1) In these Rules, a reference to (d) (e) (f) (g) (h) (i) a statutory or regulatory provision includes a reference to the statutory or regulatory provisions as amended or re-enacted from time to time; a person includes any natural person, body corporate or body unincorporated, including a company, partnership, unincorporated association, government or state; an obligation to publish or cause to be published a particular document or notice shall, unless expressly provided otherwise in the Regulations or these Rules, include publishing or causing to be published in printed or electronic form; a day shall mean a calendar day of the Gregorian calendar; a year shall mean a year of the Gregorian calendar; a reference to any gender includes all other genders; a paragraph or subsection identified by number only and without further identification is a reference to the paragraph or subsection of that number contained in the Rule or other Section of these Rules in which that reference occurs; a Part, Section, Rule or Schedule identified by number only and without further identification is a reference to the Part, Section, Rule or Schedule of that number in these Rules; and a body corporate or a partnership includes a body corporate incorporated or a partnership constituted outside RAK ICC. (2) Headings in a Rule shall not affect its interpretation. 4. Controller (1) In these Rules controller, in relation to an undertaking ( B ), means a person ( A ) who holds 10% or more of the shares in B or in a parent undertaking of B ( P ); 10% or more of the voting power in B or P; or shares or voting power in B or P as a result of which A is able to exercise significant influence over the management of B. ADDOCS01/ (2) In this Rule shares in relation to an undertaking with a share capital, means allotted shares; in relation to an undertaking with capital but no share capital, means rights to share in the capital of the undertaking; and in relation to an undertaking without capital, means interests (i) (ii) conferring any right to share in the profits, or liability to contribute to the losses, of the undertaking; or giving rise to an obligation to contribute to the debts or expenses of the undertaking in the event of a winding up. (3) In this Rule voting power includes, in relation to a person ( H ) (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) voting power held by a third party with whom H has concluded an agreement, which obliges H and the third party to adopt, by concerted exercise of the voting power they hold, a lasting common policy towards the management of the undertaking in question; voting power held by a third party under an agreement concluded with H providing for the temporary transfer for consideration of the voting power in question; voting power attaching to shares which are lodged as collateral with H, provided that H controls the voting power and declares an intention to exercise it; voting power attaching to shares in which H has a life interest; voting power which is held, or may be exercised within the meaning of paragraphs (i) to (iv), by a subsidiary undertaking of H; voting power attaching to shares deposited with H which H has discretion to exercise in the absence of specific instructions from the shareholders; voting power held in the name of a third party on behalf of H; and voting power which H may exercise as a proxy where H has discretion about the exercise of the voting power in the absence of specific instructions from the shareholders; and in relation to an undertaking which does not have general meetings at which matters are decided by the exercise of voting rights, means the right under the constitution of the undertaking to direct the overall policy of the undertaking or alter the terms of its constitution. (4) For the purposes of calculations relating to this Rule, the holding of shares or voting power by a person ( A1 ) includes any shares or voting power held by another ( A2 ) if A1 and A2 are acting in concert. ADDOCS01/ 5. Manager (1) In these Rules, manager means an employee who under the immediate authority of his employer is responsible, either alone or jointly with one or more other persons, for the conduct of his employer s business; or under the immediate authority of his employer or of a person who is a manager by virtue of paragraph exercises managerial functions or is responsible for maintaining accounts or other records of his employer. (2) If the employer is not an individual, references in subsection (1) to the authority of the employer are references to the authority in the case of a body corporate, of the directors; and in the case of a partnership, of the partners. (3) Manager, in relation to a body corporate, means a person (other than an employee of the body) who is appointed by the body to manage any part of its business and includes an employee of the body corporate (other than the chief executive) who, under the immediate authority of a director or chief executive of the body corporate, exercises managerial functions or is responsible for maintaining accounts or other records of the body corporate. 6. The general prohibition PART II LICENSING OF REGISTERED AGENT SERVICES (1) No person may provide Registered Agent Services, or purport to do so, unless he is a Licensee. (2) The prohibition in subsection (1) is referred to in these Rules as the general prohibition. (3) For the purposes of the Regulations and these Rules, Registered Agent Services means acting as registered agent and carrying out incidental activities thereto including any of the following activities (i) (ii) the incorporation, registration or continuation of companies or partnerships; and the provision of registered office services, where the person so acts (i) (ii) in respect of bodies corporate incorporated or registered under the Regulations or any other regulations of RAK ICC; or from a permanent place of business maintained by the person in the Zone in respect of bodies corporate incorporated or registered other than under the Regulations or any other regulations of RAK ICC. 7. Contravention of the general prohibition (1) A person who contravenes the general prohibition is liable to a fine not exceeding level 5. ADDOCS01/ (2) In proceedings in respect of a contravention of the general prohibition, it is a defence for the person accused of the contravention to show that he took all reasonable precautions and exercised all due diligence to avoid committing the contravention. (3) An agreement made by a person in the course of providing Registered Agent Services in contravention of the general prohibition shall not, by virtue of such contravention alone, be void or unenforceable. 8. False claims to be licensed (1) A person who is not a Licensee commits a contravention of these Rules if he describes himself (in whatever terms) as a registered agent or Licensee; or behaves, or otherwise holds himself out, in a manner which indicates (or which is reasonably likely to be understood as indicating) that he is a registered agent or Licensee. (2) A person who commits the contravention set out in subsection (1) is liable to a fine not exceeding level 5. (3) In proceedings in respect of a contravention under subsection (1), it is a defence for the person accused of the contravention to show that he took all reasonable precautions and exercised all due diligence to avoid committing the contravention. 9. Partnerships (1) If a Licensee is a firm it is licensed to provide Registered Agent Services in the name of the firm; and its licence is not affected by any change in its membership. (2) If a Licensee, being a firm, is dissolved, its licence continues to have effect in relation to any individual or firm which succeeds to the business of the dissolved firm. (3) For the purposes of this Rule firm means a partnership other than a partnership which is a body corporate constituted under the law of any jurisdiction outside RAK ICC; and an individual or firm is to be regarded as succeeding to the business of a dissolved firm only if succession is to the whole or substantially the whole of the business of the former firm. 10. Provision of Registered Agent Services by Employees of Licensees An individual, to the extent that he provides Registered Agent Services as an employee who is employed or appointed under a contract of service with a Licensee, shall be deemed to provide Registered Agent Services under the licence of his employer. ADDOCS01/ PART III APPLICATION FOR LICENCE 11. Application for a licence An application for a licence to provide Registered Agent Services may be made to the Registrar by a body corporate; or a partnership. 12. Granting licences (1) On receipt of an application under Rule 11, the Registrar may grant a licence to the applicant to provide Registered Agent Services if the Registrar is satisfied that the applicant: meets any conditions ( conditions of licence ) set out in these Rules or otherwise determined by the Registrar to be applicable in the circumstances; satisfies the fitness and propriety criteria; and is registered and regulated by a body on the Registrar s list of bodies accredited for the supervision of the provision of professional services. (2) The Registrar may update its list of accredited bodies and the scope of professional services from time to time. (3) Conditions imposed under subsection (1) may require particular kinds of legal entity or organisation to comply with additional formalities, such as notarisation or registration of constitutional documents; impose restrictions on the activities that may be carried on by particular kinds of legal entity or organisation; and impose a requirement to pay such periodic fees to the Registrar as the Registrar may from time to time specify. (4) Every licence granted by the Registrar shall set out (d) (e) (f) a unique licence number for each licence; the name of the Licensee; the trade or operating name of the Licensee, if different from the name of the Licensee; the address of the Licensee in the Zone or the UAE; the issue date of the licence; and the expiry date of the licence. (5) The grant of a licence pursuant to these Rules shall not operate to exempt the Licensee from any requirement or obligation to obtain any other licence, approval, consent, permission, or ADDOCS01/ authorisation or undertake any other formality or process pursuant to any other law for the time being applicable in RAK ICC, including any Federal Law having application in RAK ICC. (6) The grant of a licence, approval, consent, permission, or authorisation or completion of any other formality or process pursuant to any other law for the time being applicable in RAK ICC shall not operate to exempt any person from a requirement to obtain a licence pursuant to these Rules. 13. Term of licence (1) In the absence of any provision to the contrary set out in a licence granted by the Registrar pursuant to these Rules, licences to provide Registered Agent Services shall be granted for a term of one year. (2) A Licensee wishing to continue to provide Registered Agent Services must, prior to the expiry of such licence, apply for and obtain a renewal of their licence. 14. Imposition of requirements by Registrar (1) Where a person has applied for a licence, the Registrar may impose on that person such requirements, taking effect on or after the grant of the licence, as the Registrar considers appropriate. (2) The Registrar s power under this subsection is a power to impose a new requirement; to vary a requirement imposed by the Registrar under this Rule; or to cancel such a requirement. (3) The Registrar may exercise its power under subsection (2) in relation to a Licensee if it appears to the Registrar that (d) (e) that person is failing, or is likely to fail, to satisfy the conditions of licence applicable to him; that person has failed, during a period of at least 12 months, to provide Registered Agent Services; that person has failed to comply with the regulations and rules enacted by, or any other law for the time being applicable in, RAK ICC; that person has become bankrupt, insolvent or applies for, consents to or suffers the appointment of an administrator, liquidator or receiver or institutes any proceeding under any law for bankruptcy, liquidation, reorganisation or dissolution or makes or enters into a general assignment with or for the benefit of its creditors; or it is desirable to exercise the power in the interests of RAK ICC. (4) The Registrar s power under subsection (2) is referred to in these Rules as its own-initiative requirement power. (5) The Registrar may, on the application of a Licensee impose a new requirement on that person; ADDOCS01/ vary a requirement imposed by the Registrar under this Rule on that person; or cancel such a requirement. (6) The Registrar may refuse an application under subsection (5) if it appears to it that it is desirable to do so in the interests of RAK ICC. 15. Requirements under Rule 14: further provisions (1) A requirement may, in particular, be imposed so as to require the person concerned to take specified action; or so as to require the person concerned to refrain from taking specified action. (2) A requirement may extend to activities which are not Registered Agent Services. (3) A requirement may be imposed by reference to a partnership s members. (4) A requirement may be imposed by reference to the person s relationship with the person s Group; or other members of the person s Group. (5) A requir
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