• Other provisions with respect to a company's constitution

    • 29. Constitutional documents to be provided to members

      (1) A company must, on request by any member, send to him the following documents—
      (a) an up-to-date copy of the company's articles,
      (b) a copy of any resolution or agreement relating to the company to which Chapter 3 applies (resolutions and agreements affecting a company's constitution) and that is for the time being in force,
      (c) a copy of any document required to be sent to the Registrar under section 31(2)(a)(notice to Registrar where company's constitution altered by order),
      (d) a copy of any Court order under section 805(Court sanction for compromise or arrangement) or section 806(powers of Court to facilitate reconstruction or amalgamation or merger or division),
      (e) a copy of any Court order under section 860(protection of members against unfair prejudice: powers of the Court) that alters the company's constitution,
      (f) a copy of the company's current certificate of incorporation, and of any past certificates of incorporation,
      (g) in the case of a company with a share capital, a current statement of capital,
      (h) in the case of a company limited by guarantee, a copy of the statement of guarantee.
      (2) The statement of capital required by subsection (1)(g) is a statement of—
      (a) the total number of shares of the company,
      (b) for each class of shares—
      (i) prescribed particulars of the rights attached to the shares,
      (ii) the total number of shares of that class, and
      (c) the amount paid up and the amount (if any) unpaid on each share.
      (3) If a company makes default in complying with this section, a contravention of these Regulations is committed by every officer of the company who is in default.
      (4) A person who commits the contravention referred to in subsection (3) shall be liable to a level 2 fine.

    • 30. Effect of company's constitution

      (1) The provisions of a company's constitution bind the company and its members to the same extent as if there were covenants on the part of the company and of each member to observe those provisions.
      (2) Money payable by a member to the company under its constitution is a debt due from him to the company in the nature of an ordinary contract debt.

    • 31. Notice to Registrar where company's constitution altered by order

      (1) Where a company's constitution is altered by an order of a Court or other authority, the company must give notice to the Registrar of the alteration not later than 14 days after the alteration takes effect.
      (2) The notice must be accompanied by—
      (a) a copy of the order, and
      (b) if the order amends—
      (i) the company's articles, or
      (ii) a resolution or agreement to which Chapter 3 applies (resolutions and agreements affecting the company's constitution),
      a copy of the company's articles, or the resolution or agreement in question, as amended.
      (3) If a company fails to comply with this section a contravention of these Regulations is committed by—
      (a) the company, and
      (b) every officer of the company who is in default.
      (4) A person who commits the contravention referred to in subsection (3) shall be liable to a level 1 fine.
      (5) This section does not apply where provision is made by another law or regulation applicable to the Abu Dhabi Global Market for the delivery to the Registrar of a copy of the order in question.

    • 32. Documents to be incorporated in or accompany copies of articles issued by company

      (1) Every copy of a company's articles issued by the company must be accompanied by—
      (a) a copy of any resolution or agreement relating to the company to which Chapter 3 applies (resolutions and agreements affecting a company's constitution),
      (b) a copy of any order required to be sent to the Registrar under section 31(2)(a) (notice to Registrar where company's constitution altered by order).
      (2) This does not require the articles to be accompanied by a copy of a document or by a statement if—
      (a) the effect of the resolution, agreement, or order (as the case may be) on the company's constitution has been incorporated into the articles by amendment, or
      (b) the resolution, agreement, or order (as the case may be) is not for the time being in force.
      (3) If the company fails to comply with this section, a contravention of these Regulations is committed by every officer of the company who is in default.
      (4) A person who commits the contravention referred to in subsection (3) shall be liable to a level 1 fine.
      (5) For the purposes of this section, a liquidator of the company is treated as an officer of it.

    • 33. Right to participate in profits otherwise than as member void

      In the case of a company limited by guarantee any provision in the company's articles, or in any resolution of the company, purporting to give a person a right to participate in the divisible profits of the company otherwise than as a member is void.

    • 34. Application to single member companies of rules of law

      Any rule of law applicable in the Abu Dhabi Global Market to companies formed by two or more persons or having two or more members applies with any necessary modification in relation to a company formed by one person or having only one person as a member.