• CHAPTER 10 CHAPTER 10 COMPANY DIRECTORS: NON-ABU DHABI GLOBAL MARKET DISQUALIFICATION ETC.

    • Introductory

      • 263. Persons subject to non-Abu Dhabi Global Market restrictions

        (1) This section defines what is meant by references in this Chapter to a person being subject to foreign restrictions.
        (2) A person is subject to non-Abu Dhabi Global Market restrictions if under the laws of the United Arab Emirates as applicable outside of the Abu Dhabi Global Market, or of a country or territory outside the Abu Dhabi Global Market—
        (a) he is, by reason of misconduct or unfitness, disqualified to any extent from acting in connection with the affairs of a non-ADGM company,
        (b) he is, by reason of misconduct or unfitness, required—
        (i) to obtain permission from a Court or other authority, or
        (ii) to meet any other condition,
        before acting in connection with the affairs of a non-ADGM company, or
        (c) he has, by reason of misconduct or unfitness, given undertakings to a Court or other authority of a country or territory outside the Abu Dhabi Global Market—
        (i) not to act in connection with the affairs of a non-ADGM company, or
        (ii) restricting the extent to which, or the way in which, he may do so.
        (3) The references in subsection (2) to acting in connection with the affairs of a non-ADGM company are to doing any of the following—
        (a) being a director of a company,
        (b) acting as receiver of a company's property, or
        (c) being concerned or taking part in the promotion, formation or management of a company.
        (4) In this section—
        (a) "non-ADGM company" has the meaning given to that term in section 1028 (minor definitions: general), and
        (b) in relation to such a non-ADGM company—

        "director" means the holder of an office corresponding to that of director of a company incorporated under these Regulations, and

        "receiver" includes any corresponding officer under the law of that country or territory.

    • Power to disqualify

      • 264. Disqualification of persons subject to non-Abu Dhabi Global Market restrictions

        (1) The Board may make rules disqualifying a person subject to non-Abu Dhabi Global Market restrictions from—
        (a) being a director of a company,
        (b) acting as receiver of a company's property, or
        (c) in any way, whether directly or indirectly, being concerned or taking part in the promotion, formation or management of a company.
        (2) The rules may provide that a person subject to non-Abu Dhabi Global Market restrictions—
        (a) is disqualified automatically by virtue of the rules, or
        (b) may be disqualified by order made by the Registrar.
        (3) The rules may provide that the Registrar may accept an undertaking (a "disqualification undertaking") from a person subject to non-Abu Dhabi Global Market restrictions that he will not do anything which would be in breach of a disqualification under subsection (1).
        (4) In this Part—
        (a) a "person disqualified under this Part" is a person—
        (i) disqualified as mentioned in subsection (2)(a) or (b), or
        (ii) who has given and is subject to a disqualification undertaking,
        (b) references to a breach of a disqualification include a breach of a disqualification undertaking.
        (5) The rules may provide for applications to the Registrar by persons disqualified under this Part for permission to act in a way which would otherwise be in breach of the disqualification.
        (6) The rules must provide that a person ceases to be disqualified under this Part on his ceasing to be subject to non-Abu Dhabi Global Market restrictions.

      • 265. Disqualification rules: supplementary

        (1) Rules made under section 264 (disqualification of persons subject to non-Abu Dhabi Global Market restrictions) may make different provision for different cases and may in particular distinguish between cases by reference to—
        (a) the conduct on the basis of which the person became subject to non-Abu Dhabi Global Market restrictions,
        (b) the nature of the non-Abu Dhabi Global Market restrictions,
        (c) the country or territory under whose law the non-Abu Dhabi Global Market restrictions were imposed.
        (2) Rules made under section 264 (5) (provision for applications to the Registrar)—
        (a) must specify the grounds on which an application may be made,
        (b) may specify factors to which the Registrar shall have regard in determining an application.
        (3) The rules may, in particular, require the Registrar to have regard to the following factors—
        (a) whether the conduct on the basis of which the person became subject to non-Abu Dhabi Global Market restrictions would, if done in relation to a company, have led the Registrar to make a disqualification order pursuant to law or regulation applicable in the Abu Dhabi Global Market,
        (b) in a case in which the conduct on the basis of which the person became subject to non-Abu Dhabi Global Market restrictions would not be unlawful if done in relation to a company, the fact that the person acted unlawfully under non-Abu Dhabi Global Market law,
        (c) whether the person's activities in relation to companies began after he became subject to non-Abu Dhabi Global Market restrictions, or
        (d) whether the person's activities (or proposed activities) in relation to companies are undertaken (or are proposed to be undertaken) outside the Abu Dhabi Global Market.
        (4) Rules made under section 264(3) (provision as to undertakings given to the Registrar) may include provision allowing the Registrar, in determining whether to accept an undertaking, to take into account matters other than criminal convictions notwithstanding that the person may be liable in respect of those matters.

      • 266. Contravention of breach of disqualification

        (1) Rules made under section 264 (disqualification of persons subject to non-Abu Dhabi Global Market restrictions) may provide that a person disqualified under this Part who acts in breach of the disqualification is in contravention of these Regulations.
        (2) A person who commits the contravention referred to in subsection (1) is liable to a fine up to level 5.

    • Power to make persons liable for company's debts

      • 267. Personal liability for debts of company

        (1) The Board may make rules providing that a person who, at a time when he is subject to non-Abu Dhabi Global Market restrictions—
        (a) is a director of a company, or
        (b) is involved in the management of a company,
        is personally responsible for all debts and other liabilities of the company incurred during that time.
        (2) A person who is personally responsible by virtue of this section for debts and other liabilities of a company is jointly and severally liable in respect of those debts and liabilities with—
        (a) the company, and
        (b) any other person who (whether by virtue of this section or otherwise) is so liable.
        (3) For the purposes of this section a person is involved in the management of a company if he is concerned, whether directly or indirectly, or takes part, in the management of the company.
        (4) Rules made under this section may make different provision for different cases and may in particular distinguish between cases by reference to—
        (a) the conduct on the basis of which the person became subject to non-Abu Dhabi Global Market restrictions,
        (b) the nature of the non-Abu Dhabi Global Market restrictions,
        (c) the country or territory under whose law the non-Abu Dhabi Global Market restrictions were imposed.

    • Power to require statements to be sent to the Registrar of companies

      • 268. Statements from persons subject to non-Abu Dhabi Global Market restrictions

        (1) The Board may make rules requiring a person who—
        (a) is subject to non-Abu Dhabi Global Market restrictions, and
        (b) is not disqualified under this Part,
        to send a statement to the Registrar if he does anything that, if done by a person disqualified under this Part, would be in breach of the disqualification.
        (2) The statement must include such information as may be specified in the rules relating to—
        (a) the person's activities in relation to companies, and
        (b) the non-Abu Dhabi Global Market restrictions to which the person is subject.
        (3) The statement must be sent to the Registrar within such period as may be specified in the rules.
        (4) The rules may make different provision for different cases and may in particular distinguish between cases by reference to—
        (a) the conduct on the basis of which the person became subject to non-Abu Dhabi Global Market restrictions,
        (b) the nature of the non-Abu Dhabi Global Market restrictions,
        (c) the country or territory under whose law the non-Abu Dhabi Global Market restrictions were imposed.

      • 269. Statements: whether to be made public

        (1) Rules made under section 268 (statements from a person subject to non-Abu Dhabi Global Market restrictions) may provide that a statement sent to the Registrar under such rules is to be treated as a record subject to enhanced disclosure requirements for the purposes of section 952 (documents subject to enhanced disclosure requirements).
        (2) The rules may make provision as to the circumstances in which such a statement is to be, or may be—
        (a) withheld from public inspection, or
        (b) removed from the register.
        (3) The rules may, in particular, provide that a statement is not to be withheld from public inspection or removed from the register unless the person to whom it relates provides such information, and satisfies such other conditions, as may be specified.

      • 270. Contraventions

        (1) Rules made under section 268 (statements from a person subject to non-Abu Dhabi Global Market restrictions) may provide that it is a contravention o f these Regulations for a person—
        (a) to fail to comply with a requirement under the rules to send a statement to the Registrar,
        (b) knowingly or recklessly to send a statement under the rules to the Registrar that is misleading, false or deceptive in a material particular.
        (2) The rules may provide that a person who commits the contravention referred to in subsection (1)(a) is liable to a fine of up to level 5.
        (3) The rules may provide that a person who commits the contravention referred to in subsection (1)(b) is liable to a fine of up to level 8.