Corporate License Amendment For Free Zone Entites

Services Guide Government Services Ras Al Khaimah Economic Zones Authority (RAKZ) Corporate License Amendment For Free Zone Entites

Corporate License Amendment For Free Zone Entites

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Service Description

"“The service aims to facilitate Clients’ request to change their Company records as per their business requirements subject to RAKEZ Rules and Regulation.”

1. KYC Update - enables the Company to update the details (name, nationality, corporate name & legal form) of their shareholder and officers.

2. Corporate Amendment - This service include the below listed changes in their company record.

a. Shareholder Structure Change (Enables the Company to add, remove or replace shareholders or change in their shareholding)

b. Share Capital Change (includes increase or decrease in the Company’s share capital value)

c. Change in Manager (Enables the Company to change their General Manager)

d. Change in Authorized Signatory (Enables the Company to change their Authorized Signatories)

e. Change in Legal Entity (Includes Free Zone Establishment to Limited Liability Company and vice versa)

f. Trade Name Change (Enables the company to change their Operating Name)

g. Financial Year - This service enables the Company to change their financial year mentioned in their corporate document.

3. License Amendment - includes adding, removing or replacing the Companies’ licensed activities"

Service Steps

Step 1: Fill the Amendment Form & Customized Fields

Step 2: Upload the required documents as per checklist

Step 3: Confirm the amendment details, submit and make payment.

Step 4: Receive your amended license and amended corporate documents.

Service Conditions

"GENERAL TERMS AND CONDITIONS:

· Minimum Share Capital of a Free Zone Company is AED 10,000 (Ten Thousand) except Industrial License which is AED150,000 divided into equal shares, the value of each share being AED1000 (One Thousand). However, for certain activities there is a specific share capital*. Please refer to the Minimum Share Capital Requirements available on RAKEZ’s website.

· Economic Substance requirements: A company licensed by RAKEZ with any of the listed high risk activities and customer segment* shall have to comply with all the below requirements:

(1) Mandatory physical facility is required (companies with such activities will not be permitted to lease virtual/flexi as primary facility). Minimum requirement of an office space (shared/dedicated and/or warehouse and/or land).

(2) The appointed General Manager has to be on the company visa licensed by RAKEZ within six month of license issuance

(3) Business Plan to be submitted prior to license issuance.

(4) Post license issuance, companies with high risk activities will not be permitted to downgrade to flexi/virtual facility.

· Note for Customers: Please consult our representative. Customers to be regulated under the economic substance requirement

: 1- Foreign Politically Exposed Persons (PEPs) (individuals who hold a prominent public position or function in a government body of a foreign country (excludes UAE PEPs)

2- Companies with complicated beneficial ownership structures-includes companies licensed by RAKEZ whose owners and/or beneficial owners are either of (Public Shareholding Company, Funds, Trust) ·

The following Amendment Require Publication:

(a) Change of company name - the proof of publication in two

(2) local daily newspapers, one in Arabic and one in English, and the notice period shall be 14 days (b) Decrease in share capital- the proof of publication in two (2) local daily newspapers, one in Arabic and one in English, and the notice period shall be 30 days.

· Companies shall ensure updated details of its Shareholder(s) /Manager/Directors/Authorized Signatory and provide the required supporting documents.

· Immigration File amendment is required when the changes made in the license affects the Company’s Immigration File. · All legal documents more than one page must be sealed.

· All Power of Attorneys must be submitted in original for verification and accompanied by a valid passport copy or Emirates ID of the attorney. · Documents of foreign companies shall be notarised and legalised up to the level of the UAE Embassy.

· The legal documents must be in English and/or Arabic. Documents in any other language must be accompanied by a certified/authenticated English or Arabic translation.

· RAKEZ reserves the right to call for any additional documents and/or attestations, as and when necessary. Specific Terms and Conditions applicable for Change of Manager/Director

· Managers and Director(s) shall be natural person who is at least 21 years old.

· Appointed General Manager should be on RAKEZ visa within 6 months from license issuance in case the Company is having a “High Risk” licensed activity. Click here to access the list of activities requiring manager’ visa.

· The Outgoing Manager holding a visa sponsored by RAKEZ shall be cancelled/amended as the case may be before issuing the amended license.

· At the time of applying for a visa for the manager, an employment contract will be required.

· In case of Legal Consultancy Activity, additional documents are required for the manager. For reference, please visit www.rakez.com · Undertaking letter for Portal 360 is required when the outgoing manager is the having the portal 360 admin user access and the shareholder(s) decided that the new manager will have the same portal"

Required Documents

"(1) Common Documents Required for Amendment:

a. Application for Licence Amendment Form*

b Chamber of Commerce (C0C) Application form for the Registration of Amendment with COC* *Applicable to entities having Chamber of Commerce membership

c. Resolution of the RAKEZ Registered Company:

1. Company Shareholders Resolution clearly stating their approval on the desired changes*

2. In case of Branch Company, Corporate Resolution of the Parent Company for the desired service(s) printed on the parent company letterhead*. *To be signed before RAKEZ personnel or notarised by a notary public in the UAE, or notarised and legalised up to the level of the UAE Embassy, as applicable and submitted in original format*.

(2) Documents of the Shareholder(s), Manager, Director or Authorised Signatory

a. Colour passport copy including visa and Emirates ID copy (for UAE residents) or entry stamp and signature pages

b. Specimen Signature Form signed by the new shareholder/s, manager & director (template available)

(3) Documents of the Corporate Shareholder(s)

3.1 Common Documents of Corporate Shareholders

a. Corporate resolution, in accordance with the company memorandum of association (MOA) on the company’s letterhead, resolving either to sell its shares or to purchase shares of a company in Ras Al Khaimah Economic Zone (RAKEZ) Authority, appointing a representative to give effect to such transaction on their behalf and confirming the current manager (if required).

b. Power of Attorney (POA) appointing a representative/manager (if not part of the resolution) *Notarised by a notary public in the UAE or notarised and legalised up to the level of the UAE embassy

c. Memorandum and Articles of Association Notarised and legalised up to the level of the UAE Embassy or attested by the relevant UAE free zone authority

d. Declaration of the Ultimate Beneficial Owner (UBO) along with supporting documents including the UBO’s passport copy.* *A UBO is an individual who ultimately own or control the entity, or on whose behalf a transaction or activity takes places. For a company, a UBO is any individual who: · owns or controls 25% or more of the shares or voting rights; · ultimately owns or controls whether directly or indirectly 25% or more of the shares or voting rights in the business; · holds the right, directly or indirectly, to appoint or remove a majority of the board of directors; · has the right to exercise, or actually exercises, significant influence or control over the corporate body; · exercises ultimate control over the management; or · controls the corporate body. 3.2 Additional Documents for foreign companies or UAE free zone companies:

a. Certificate of Registration b. Certificate of Good Standing/Extract from Commercial Register (as applicable to the jurisdiction) c. Incumbency Certificate (if applicable) d. Trade licence (if applicable) 3.3 Additional Documents for UAE Mainland companies:

a. Valid trade licence b. Commercial Register (4) Additional Documents of the Manager/Directors:

a. Termination or Resignation Letter of the outgoing manager/directo

b. Letter confirming the appointment of the new manager/director.* *Acceptance can be endorsed in the resolution itself. c. Original No-Objection Certificate (NOC) from sponsor (if holding a UAE residence visa with employee status) d. Designated Non-Financial Businesses and Professions (DNFBP) Form** **For certain activities, DNFB Form shall be signed by the new Manager (in case of Corporate Entity).

· Note for Customers: Please consult our representative.

e. Academic qualification certificate of manager is required for certain activities. Foreign certificates must be legalised up to the level of the UAE embassy f. Undertaking Letter for Portal 360 duly signed by the manager (5) Additional D"