A business company created specifically to serve as a special purpose vehicle is known as a Restricted Purposes Company (RPS) in RAK ICC.
An RPS in RAK ICC is a company limited by shares whose memorandum specifies the company’s restricted purpose(s) and (a) that it is a restricted purpose company.
RPS serves a particular function primarily. People doing business with an RPS Company might feel even more secure knowing that it is prohibited from engaging in any activities that are inconsistent with its declared objectives. The company’s directors and shareholders are bound by the restrictions on the company’s operations that are outlined in its memorandum.
When a company registration in RAK ICC, it must be registered agent as an RPS at the time of formation, continuation, or re-registration; otherwise, it cannot re-register as an RPS.
1. Company registration as restricted purposes company (RPS)
1. If the company limited by shares (CLS) memorandum, as filed under the Transitional Provisions, Regulation 187, or the Regulation of Filling for Registration Incorporation of Company Registration, contains the statements listed in the Regulation of Incorporation.
(a) The company registration must be registered as having restricted purposes at incorporation, continuation, or re-registration; and
(b) The company’s status as a restricted purposes company must be indicated on the certificate of incorporation, continuation, or re-registration.
2. A company may not thereafter register as a restricted purposes company (RPC) if it was not one at the time of incorporation, continuation, or re-registration.
A company’s memorandum must include: (a) the company’s name; (b) whether the company is;
(1) A company limited by shares (CLS);
(2) A company limited by guarantee (CLG), that is not authorized to issue shares;
(3) A company limited by guarantee (CLG) that is authorized to issue shares; or
(4) An unrestricted business that is permitted to issue shares;
(C) The office’s first registration of a company’s address;
(d) The first registered agent’s name;
(e) When dealing with a company limited by shares (CLS) or another entity with authorization to issue shares;
(1) The maximum number of shares the firm is permitted to issue or the number of shares for which the corporation is permitted to issue an unlimited number.
(2) The classes of shares that the company is authorized to issue, as well as the rights, privileges, or limited company, and requirements associated with each class of shares if the company is authorized to issue two or more classes of shares.
Stated down in a company’s articles of incorporation;
(f) The sum that each guarantee member of a company limited by guarantee (CLG) in RAK is required to contribute to the company’s assets in the event that a liquidator is appointed while he is a member, regardless of whether the CLG is authorized to issue shares.
Stated down in a company’s articles of incorporation;
(g) In the event of a segregated portfolio company (SPC), that the business is an SPC; and
(h) The date on which, in the case of a limited corporation with a finite lifespan, it will theoretically dissolve unless its members unanimously decide to extend its life.
Any restrictions on any limited companies that the company may operate may be stated in the memorandum of the company.
Additional matters to be stated in memorandum of restricted purposes company (RPC)
(1) A company limited by shares may specify in its memorandum that it is a company with restricted purposes (RPC).
(2) The objectives of a restricted purposes corporation (RPC) must be stated in the company’s memorandum.
(3) Nothing in this Regulation prohibits a company’s memorandum or articles from limiting the privileges, purposes, capacity, powers, or rights of a business that is not a restricted purpose corporation (RPC).
Amendment of memorandum concerning restricted purposes company (RPC)
(1) A restricted purposes business may not change the statement in the memorandum of a company limited in RAK ICC that is outlined in the Regulation under Restricted Purposes Company (RPC). Additionally, to the extent that a company’s members or directors pass a resolution that violates this provision, it is null and void and has no legal force.
(2) A restricted purpose company (RPS) may amend its memorandum to change the purposes to which it is restricted, subject to Regulation under the terms of a company’s memorandum.
(3) Any resolution passed by the members or directors of a business in violation of this subsection is null and void and has no legal effect. A company that is not a restricted purposes company may not alter its bylaws to reflect this fact.
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