This agreement is in relation to the appointment of a registered agent for an offshore company, hereinafter referred to as the “Agreement” , which has been concluded by and between yourself, the Shareholders of the offshore company with limited liability, currently under foundation and to be duly formed and registered pursuant to the laws of the Regulations of International Business Companies 2006 of the Ras Al Khaimah Investment Authority in Ras Al Khaimah, United Arab Emirates, hereinafter referred to as the “Client” ,
and
First Offshore Management Consultancy, duly formed and registered pursuant to the Laws of the United Arab Emirates, registered and licensed with the Department of Economic Development of the Emirate of Dubai under License No. O.F. 016 having its business address at P.O. Box 450676 Dubai, United Arab Emirates, hereinafter referred to as “Registered Agent”,
and
Rakoi FZE, duly formed and registered pursuant to the Laws of the United Arab Emirates, registered and licensed with the Department of RAK FZ of the Emirate of Ras Al Khaimah under License No. 1116 having its business address at Ras Al Khaimah Free Trade Zone, building BC1, United Arab Emirates, hereinafter referred to as “Registered Agent”,
Preamble
Whereas, the Client seeks to establish an offshore company with limited liability according to the Regulations of International Business Companies 2006 of the Ras Al Khaimah Investment Authority in Ras Al Khaimah or according to the Offshore Companies Regulations 2003 of the Jebel Ali Free Zone Authority;
Or
Whereas, the Client is bound by Part V of the Regulations of International Business Companies 2006 to have at all times a registers agent registered in Ras Al Khaimah or is bound by Article 31 (1) of the Offshore Companies Regulations 2003 to have at all times a registers agent in the Jebel Ali Free Zone or in Dubai
Whereas, the Registered Agent is operating an office in the Emirates and is approved by the Ras Al Khaimah Investment Authority to act as a registered agent for International Business Companies in according to Part V (61) of the Regulations of International Business Companies 2006 and in Dubai as is approved by the Jebel Ali Free Zone Authority to act as a registered agent for offshore companies in Dubai according to Article 31 (2) of the Offshore Companies Regulations 2003.
Now, therefore, in consideration of the terms and conditions set forth hereunder, the parties have agreed as follows:
Article 1 – Preamble
The Preamble shall be read and constructed as an integral part of this Agreement.
Article 2 – Appointment
The Client appoints the Registered Agent as its registered agent according to the provisions of the Regulations of International Business Companies 2006 and the provisions of the Offshore Companies Regulations 2003.
Article 3 – Services of the Registered Agent
3.1
The Registered Agent maintains an office to which all communications, notices and any other kind of written correspondence addressed to the Client may be addressed to.
3.2
For all communications, notices and any kind of written correspondence addressed to the Client, the Registered Agent shall make available a P.O. Box and fax number.
3.3
The Registered Agent undertakes to forward all communications, notices and any other kind of written correspondence addressed to the Client within reasonable time to the address provided by the Client. Postal mail shall be dispatched by airmail unless otherwise agreed upon in writing.
3.4
Should it become necessary for the Registered Agent to change the P.O. Box or fax number made available to the Client, the Registered Agent undertakes to give the Client as much advance notice as possible of any such change. However, the Registered Agent shall not be liable or held responsible for any costs incurred by the Client as a result thereof.
3.5
The scope of the obligations of the Registered Agent shall be expressly limited to the forwarding of all communications, notices and any other kind of written correspondence addressed to the Client without the Registered Agent taking notice of its content unless required by law.
3.6
The Registered Agent reserves the right to refuse to accept instructions from the Client without giving any reasons. The Registered Agent shall not be liable for any failure to comply wholly or in part with any instructions and shall not be responsible for non-receipt of instructions.
3.7
The Client shall have no claim whatsoever against the Registered Agent in respect of anything done or omitted to be done or in respect of any exercise of any discretion unless the same involves dishonesty.
Article 4 – Obligations of the Client
4.1
Provision of Contact Details
4.1.1
The Client shall provide the Registered Agent in writing with full contact details to which all communications, notices and any other kind of written correspondence addressed to the Client shall be sent to, especially a postal address, a fax number an email-address and a contact name.
4.1.2
The Client shall inform the Registered Agent immediately of any change in the contact details provided.
4.2
Provision of Required Information
4.2.1
The Client undertakes to immediately provide in witting information reasonable required by authorities, including but not limited to the Ras Al Khaimah Investment Authority and the Jebel Ali Free Zone Authority, about the background of the Client, its shareholders, directors, managers and/or the dealings and business of the Client.
4.2.2
Should the Client fail to provide any reasonably required information; the Client shall be solely liable and undertakes to indemnify the Registered Agent from any liability.
4.3
Compliance with Laws and Regulations
4.3.1
The Client undertakes to fully comply with local laws and regulations as well as with the laws of such countries the Client undertakes any kind of business relation with, in particular with laws concerning ant-money laundering, taxes, crimes and criminal offences.
4.3.2
The Client undertakes that the offshore company shall not be used for any criminal activity or other illegal purposes, whether fiscal or otherwise, in any jurisdiction.
4.3.3
The Client declares that its incorporators, directors and managers have never been convicted of any criminal offence other than minor traffic offences nor have ever been declared bankrupt or the subject of any investigation by a government, professional or statutory body.
4.3.4
Should the Client violate any law or regulation, the Client shall be solely liable and undertakes to indemnify the Registered Agent from any liability.
Article 5 – Fees of the Registered Agent
5.1
The Client agrees to pay a first year incorporation fee as professional fees for the entire incorporation of the International Business Company, including all government fee’s.
5.2
The Client agrees to pay a lump sum annual fee in advance for the services to be rendered by the Registered Agent as described in Article 3 of this Agreement.
5.3
The Registered Agent reserves the right to an appropriate increase of the lump sum annual fee, but shall give the Client not less than 30 (thirty) days notice of such increase.
5.4
The annual fee shall be payable within 30 (thirty) days of the issuance of the invoice. Should the invoice not be settled after the elapse of the said period, the Registered Agent shall be entitled to charge late penalty fee’s and interest on all outstanding fees in accordance with the International Business Regulations set out by Ras Al Khaimah Investment authority or Jebel Ali Free Zone authorities and administration fees.
5.5
Should the Client no longer require the Registered Agent to render services, the Client shall give written notice no later than 30 (thirty) days after the issuance of an invoice for annual services to be rendered failing which the Client shall be liable for the payment of the said invoice in full.
5.6
The services to be rendered by the Registered Agent are provided on an annual basis and the Registered Agent shall not be required to provide such services for shorter periods. Should the Client wish to terminate the Agency Agreement part way through any year, the Client must have all invoices and payments to the Agent completed prior to the completion of the termination. The Agent has the right to hold back any and all documents related to the Client and incorporation until the Agent is fully satisfied with the status of the company.
5.7
Should the Client transfer shares of the Company, the Agent will continue to act as Registered Agent for the new Client/s in accordance with the Ras Al Khaimah Investment Authorities and the Regulations of the Jebel Ali Free Zone Authority. All Articles under this Agreement will continue to be binding and enforceable unless any new Client gives notice to this Agreement as per Article 7.
Article 6 – Liability of the Client
6.1
In addition to Article 4.2.2 and 4.3.4 of this Agreement, the Client shall at all times indemnify the Registered Agent against all such actions, suits, proceedings, claims, demands, costs, charges, expenses and consequences whatsoever which may be taken to institutes against the Registered Agent or which may be incurred or become payable by the Registered Agent by reason of or on account of the Registered Agent having acted or declined to act on any instructions or otherwise pursuant to this Agreement and/or the Registered Agent rendering any service in respect of his capacity as a registered agent.
6.2
The Registered Agent shall be entitled to hold any and/all incorporators of the Client as enrolled with the Ras Al Khaimah Investment Authority or the Jebel Ali Free Zone Authority responsible for any liability as mentioned in Article 4.2.2, 4.3.4 and 6.1 of this Agreement, In this regard, the Client and the incorporator(s) shall at all times be jointly liable towards the Registered Agent.
Article 7 – Termination of the Agreement
7.1
Either party is entitled to terminate this Agreement giving a notice period of 30 (thirty) days without giving any reasons.
7.2
Article 5. to 5.7 of this Agreement shall remain unchanged and enforceable.
Article 8 – Governing Law
The laws of the United Arab Emirates shall be applicable to any dispute arising between the parties.
Article 9 – Place of Jurisdiction
The courts of the United Arab Emirates shall finally settle all disputed arising out of or in connection with this Agreement. Such decisions shall be binding on the parties.
Article 10 – Miscellaneous
10.1
The governing language between the parties shall be English.
10.2
In the event that any provision herein shall be held to be invalid or unenforceable, the remaining provisions herein shall not be affected thereby. Should an individual provision of this Agreement be or become invalid or unenforceable for reasons beyond the parties’ control, the parties shall replace the invalid or unenforceable provision with a new provision closest to the economic effect corresponding to the invalid or unenforceable provision it is replacing.
10.3
Both parties shall sign all modifications, alterations or amendments to this Agreement. A notarised attestation shall only be necessary should either party require so.
10.4
All dates, periods, and terms related to this Agreement shall be given and counted according to the Gregorian Calendar.