Company Limited by Shares (CLS)

Company Limited by Shares (CLS) means that the liability of the shareholders to creditors of the company is limited to the capital originally invested i.e. the nominal value of the shares and any premium paid in return for the issue of the shares by the company. The name of a limited company shall end with the word “Limited” or “Incorporated” or the abbreviation “Ltd” or “Inc”.

This type of company shall at all times have at least one shareholder and one director. The company may issue bonus shares, partly paid shares or nil paid shares. Shares may be held by more than one person as joint owners. The name of each such joint owner shall be entered in the register of members as holders of the relevant shares. A company shall state in its articles the circumstances in which share certificates shall be issued. Such share certificates shall be signed by at least one Director of the company.

Company Limited by Guarantee

A Company Limited by Guarantee (CLG) could be set up with RAK ICC as a company authorised to issue shares or as a company not authorised to issue shares. The name of a limited company shall end with the word “Limited” or “Incorporated” or the abbreviation “Ltd” or “Inc”.

In the case of a Company Limited by Guarantee, whether or not authorised to issue shares, at least one of the members of the company shall be a guarantee member and where the company is authorised to issue shares, a guarantee member may also be a shareholder. The guarantors give an undertaking to contribute a nominal amount in the event of winding up of the company.

Restricted Purposes Company (RPS)

A Restricted Purposes Company (RPS) is a corporate entity that is designed to act as a special purpose vehicle. An RPS is a company limited by shares whose memorandum states – (a) that the company is a restricted purpose company, and (b) the purpose or purposes for which the company is incorporated.

RPS is predominantly used for a specific purpose. Persons carrying out business with an RPS Company have the additional layer of comfort that the company may not engage in any activity that is outside its stated purpose. The restriction on the company activities as stated in its memorandum is binding on the company, its shareholders and its directors.

A company that is not registered as an RPS on its incorporation, continuation or re-registration shall not subsequently be registered as an RPS.

Segregated Portfolio Company

A Segregated Portfolio Company (SPC) is a company limited by shares. The SPC may create up to ten segregated portfolios for the purpose of segregating the assets and liabilities of the company, held within or on behalf of a segregated portfolio from other assets and liabilities of the company. Segregated portfolios can be incorporated provided the Registrar is satisfied that the directors of the company have the knowledge and expertise necessary for the proper management of segregated portfolios.

A Segregated Portfolio Company (or SPC) is sometimes referred to as a protected cell company. Segregated Portfolio assets comprise assets representing share capital, retained earnings, capital reserves, share premiums and all other assets attributable to or held within the Segregated Portfolio.

Unlimited Company (UC)

An Unlimited Company (UC) is a company incorporated with or without a share capital where the liability of the members is not limited: that is, its members have a joint, several and unlimited obligation to meet any insufficiency in the assets of the company to enable the settlement of any outstanding liability in the event of the company’s formal liquidation. Similarly, to a general partnership, the members of a UC have unlimited liability; unlike a general partnership, the UC is a separate legal person capable of owning assets in its own name.

Download License Details File