• PART 30 PART 30 INVESTIGATION OF COMPANIES AND THEIR AFFAIRS

    • CHAPTER 1 CHAPTER 1 REQUISITION OF DOCUMENTS

      • Appointment and functions of inspectors

        • 893. Investigation of a company on its own application or that of its members

          (1) The Registrar may appoint one or more competent inspectors to investigate the affairs of a company and to report the results of their investigations to it.
          (2) The appointment may be made—
          (a) in the case of a company having a share capital, on the application either of not less than 200 members or of members holding not less than one-tenth of the shares issued (excluding any shares held as treasury shares),
          (b) in the case of a company not having a share capital, on the application of not less than one-fifth in number of the persons on the company's register of members, and
          (c) in any case, on application of the company.
          (3) The application shall be supported by such evidence as the Registrar may require for the purpose of showing that the applicant or applicants have good reason for requiring the investigation.
          (4) The Registrar may, before appointing inspectors, require the applicant or applicants to give security, to an amount not exceeding 10,000 US dollars, or such other sum as it may by specify in rules made under this section, for payment of the costs of the investigation.

        • 894. Other company investigations.

          (1) The Registrar shall appoint one or more competent inspectors to investigate the affairs of a company and report the result of their investigations to it, if the Court by order declares that its affairs ought to be so investigated.
          (2) The Registrar may make such an appointment if it appears to it that there are circumstances suggesting—
          (a) that the company's affairs are being or have been conducted with intent to defraud its creditors or the creditors of any other person, or otherwise for a fraudulent or unlawful purpose, or in a manner which is unfairly prejudicial to some part of its members, or
          (b) that any actual or proposed act or omission of the company (including an act or omission on its behalf) is or would be so prejudicial, or that the company was formed for any fraudulent or unlawful purpose, or
          (c) that persons concerned with the company's formation or the management of its affairs have in connection therewith committed fraud, misfeasance or other misconduct towards it or towards its members, or
          (d) that the company's members have not been given all the information with respect to its affairs which they might reasonably expect.
          (3) Inspectors may be appointed under subsection (2) on terms that any report they may make is not for publication, and in such a case, the provisions of section 898(3) (availability and publication of inspectors' reports) do not apply.
          (4) Subsections (1) and (2) are without prejudice to the powers of the Registrar under section 893, and the power conferred by subsection (2) is exercisable with respect to a body corporate notwithstanding that it is in course of being voluntarily wound up.
          (5) The reference in subsection (3) to a company's members includes any person who is not a member but to whom shares in the company have been transferred or transmitted by operation of law.

        • 895. Inspectors' powers during investigation.

          If inspectors appointed under section 893 or 894 to investigate the affairs of a company think it necessary for the purposes of their investigation to investigate also the affairs of another body corporate which is or at any relevant time has been the company's subsidiary or holding company, or a subsidiary of its holding company or a holding company of its subsidiary, they have power to do so, and they shall report on the affairs of the other body corporate so far as they think that the results of their investigation of its affair s are relevant to the investigation of the affairs o f the company first mentioned above.

        • 896. Production of documents and evidence to inspectors.

          (1) When inspectors are appointed under section 893 or 894, it is the duty of all officers and agents of the company, and of all officers and agents of any other body corporate whose affairs are investigated —
          (a) to produce to the inspectors all documents of or relating to the company or, as the case may be, the other body corporate which are in their custody or power,
          (b) to attend before the inspectors when required to do so, and
          (c) otherwise to give the inspectors all assistance in connection with the investigation which they are reasonably able to give.
          (2) If the inspectors consider that an officer or agent of the company or other body corporate, or any other person, is or maybe in possession of information relating to a matter which they believe to be relevant to the investigation, they may require him—
          (a) to produce to them any documents in his custody or power relating to that matter,
          (b) to attend before them, and
          (c) otherwise to give them all assistance in connection with the investigation which he is reasonably able to give,
          and it is that person's duty to comply with the requirement.
          (3) An inspector may for the purposes of the investigation examine any person on oath, and may administer an oath accordingly.
          (4) In this section a reference to officers or to agents includes past, as well as present, officers or agents (as the case may be), and "agents", in relation to a company or other body corporate, includes its bankers and solicitors and persons employed by it as auditors, whether these persons are or are not officers of the company or other body corporate.
          (5) An answer given by a person to a question put to him in exercise of powers conferred by this section (whether as it has effect in relation to an investigation under any of sections 893 to 895, or as applied by any other section in this Part) may be used in evidence against him.
          (6) In this section "document" includes information recorded in any form.
          (7) The power under this section to require production of a document includes power, in the case of a document not in hard copy form, to require the production of a copy of the document—
          (a) in hard copy form, or
          (b) in a form from which a hard copy can be readily obtained.
          (8) An inspector may take copies of or extracts from a document produced in pursuance of this section.

        • 897. Obstruction of inspectors treated as contempt of Court

          (1) If any person—
          (a) fails to comply with section 896(1)(a) or 896(1)(c),
          (b) refuses to comply with a requirement under section 896(1)(b) or 896(2), or
          (c) refuses to answer any question put to him by the inspectors for the purposes of the investigation,
          the inspectors may certify that fact in writing to the Court.
          (2) The Court may thereupon enquire into the case, and, after hearing any witnesses who may be produced against or on behalf of the alleged offender and after hearing any statement which may be offered in defence, the Court may punish the offender in like manner as if he had committed contempt of the Court.

      • Inspectors' reports

        • 898. Inspectors' reports

          (1) The inspectors may, and if so directed by the Registrar shall, make interim reports to the Registrar, and on the conclusion of their investigation shall make a final report to it.
          (2) Any persons who have been appointed under section 893 or 894 may at any time and, if the Registrar directs them to do so, shall inform it of any matters coming to their knowledge as a result of their investigations.
          (3) If the inspectors were appointed under section 894 in pursuance of an order of the Court, the Registrar shall furnish a copy of any report of theirs to the Court.
          (4) In any case the Registrar may, if it thinks fit—
          (a) forward a copy of any report made by the inspectors to the company's registered office,
          (b) furnish a copy on request and on payment of the prescribed fee to—
          (i) any member of the company or other body corporate which is the subject of the report,
          (ii) any person whose conduct is referred to in the report,
          (iii) the auditors of that company or body corporate,
          (iv) the applicants for the investigation,
          (v) the Financial Services Regulator,
          (vi) any other person whose financial interests appear to the Board to be affected by the matters dealt with in the report, whether as a creditor of the company or body corporate, or otherwise, and
          (c) cause any such report to be printed and published.

        • 899. Expenses of investigating a company's affairs

          (1) The expenses of an investigation under any of the powers conferred by this Part shall be defrayed in the first instance by the Registrar, but it may recover those expenses from the persons liable in accordance with this section.

          There shall be treated as expenses of the investigation, in particular, such reasonable sums as the Registrar may determine in respect of general staff costs and overheads.
          (2) A person who is found to have committed a contravention of these Regulations in proceedings instituted as a result of the investigation may in the same proceedings be ordered to pay those expenses to such extent as may be specified in the order.
          (3) A body corporate dealt with by an inspectors' report, where the inspectors were appointed otherwise than of the Registrar's own motion, is liable except where it was the applicant for the investigation, and except so far as the Registrar otherwise directs.
          (4) Where inspectors were appointed—
          (a) under section 893, or
          (b) on an application under section 901(3),
          the applicant or applicants for the investigation is or are liable to such extent (if any) as the Registrar may direct.
          (5) The report of inspectors appointed otherwise than of the Registrar's own motion may, if they think fit, and shall if the Registrar so directs, include a recommendation as to the directions (if any) which they think appropriate, in the light of their investigation, to be given under subsection (4) or (5) of this section.
          (6) Any liability to repay the Registrar imposed by subsection (2) above is (subject to satisfaction of his right to repayment) a liability also to indemnify all persons against liability under subsections (4) and (5).
          (7) A person liable under any one of those subsections is entitled to contribution from any other person liable under the same subsection, according to the amount of their respective liabilities under it.

        • 900. Inspectors' report to be evidence

          (1) A copy of any report of inspectors appointed under this Part, certified by the Registrar to be a true copy, is admissible in any legal proceedings as evidence of the opinion of the inspectors in relation to any matter contained in the report and, in proceedings relating to disqualification of a company director, as evidence of any fact stated therein.
          (2) A document purporting to be such a certificate as is mentioned above shall be received in evidence and be deemed to be such a certificate, unless the contrary is proved.

        • 901. Power to investigate company ownership

          (1) Where it appears to the Registrar that there is good reason to do so, it may appoint one or more competent inspectors to investigate and report on the membership of any company, and otherwise with respect to the company, for the purpose of determining the true persons who are or have been financially interested in the success or failure (real or apparent) of the company or able to control or materially to influence its policy.
          (2) If an application for investigation under this section with respect to particular shares or debentures of a company is made to the Registrar by members of the company, and the number of applicants or the amount of shares held by them is not less than that required for an application for the appointment of inspectors under section 893(2)(a) or 893(2)(b), then, subject to the following provisions, the Registrar shall appoint inspectors to conduct the investigation applied for.
          (3) The Registrar shall not appoint inspectors if it is satisfied that the application is vexatious, and where inspectors are appointed their terms of appointment shall exclude any matter in so far as the Registrar is satisfied that it is unreasonable for it to be investigated.
          (4) The Registrar may, before appointing inspectors, require the applicant or applicants to give security, to an amount not exceeding 10,000 US dollars, or such other sum as it may by order specify, for payment of the costs of the investigation.

          An order under this subsection shall be made by Resolution.
          (5) If on an application under subsection (3) it appears to the Registrar that the powers conferred by section 903 are sufficient for the purposes of investigating the matters which inspectors would be appointed to investigate, it may instead conduct the investigation under that section.
          (6) Subject to the terms of their appointment, the inspectors' powers extend to the investigation of any circumstances suggesting the existence of an arrangement or understanding which, though not legally binding, is or was observed or likely to be observed in practice and which is relevant to the purposes of the investigation.

      • Other powers of investigation available to the Registrar

        • 902. Provisions applicable on investigation under section 901

          (1) For purposes of an investigation under section 901, sections 895, 896, 897 and 898 apply with the necessary modifications of references to the affairs of the company or to those of any other body corporate, subject however to the following subsections.
          (2) Those sections apply to—
          (a) all persons who are or have been, or whom the inspector has reasonable cause to believe to be or have been, financially interested in the success or failure or the apparent success or failure of the company or any other body corporate whose membership is investigated with that of the company, or able to control or materially influence its policy (including persons concerned only on behalf of others), and
          (b) any other person whom the inspector has reasonable cause to believe possesses information relevant to the investigation,
          as they apply in relation to officers and agents of the company or the other body corporate (as the case may be).
          (3) If the Registrar is of opinion that there is good reason for not divulging any part of a report made by virtue of section 901 and this section, it may under section 898 disclose the report with the omission of that part, and it may cause to be kept by the Registrar of companies a copy of the report with that part omitted or, in the case of any other such report, a copy of the whole report.

        • 903. Power to obtain information as to those interested in shares, etc.

          (1) If it appears to the Registrar that there is good reason to investigate the ownership of any shares in or debentures of a company and that it is unnecessary to appoint inspectors for the purpose, it may require any person whom it has reasonable cause to believe to have or to be able to obtain any information as to the present and past interests in those shares or debentures and the names and addresses of the persons interested and of any persons who act or have acted on their behalf in relation to the shares or debentures to give any such information to the Registrar.
          (2) For this purpose a person is deemed to have an interest in shares or debentures if he has any right to acquire or dispose of them or of any interest in them, or to vote in respect of them, or if his consent is necessary for the exercise of any of the rights of other persons interested in them, or if other persons interested in them can be required, or are accustomed, to exercise their rights in accordance with his instructions.
          (3) A person who fails to give information required of him under this section, or who in giving such information makes any statement which he knows to be false in a material particular, or recklessly makes any statement which is false in a material particular, commits a contravention of these Regulations.
          (4) A person who is found to have committed a contravention under this section shall be liable to a fine of up to level 8.

        • 904. Power to impose restrictions on shares and debentures

          (1) If in connection with an investigation under either section 901 or 903 it appears to the Registrar that there is difficulty in finding out the relevant facts about any shares (whether issued or to be issued), it may by order direct that the shares shall until further order be subject to the restrictions of Chapter 2 of this Part.
          (2) If the Registrar is satisfied that an order under subsection (1) may unfairly affect the rights of third parties in respect of shares then the Registrar, for the purpose of protecting such rights and subject to such terms as it thinks fit, may direct that such acts by such persons or descriptions of persons and for such purposes as may be set out in the order, shall not constitute a breach of the restrictions of Chapter 2 of this Part.
          (3) This section, and Chapter 2 in its application to orders under it, apply in relation to debentures as in relation to shares save that subsection (2) shall not so apply.

        • 905. General powers to give directions

          (1) In exercising his functions an inspector shall comply with any direction given to him by the Registrar under this section.
          (2) The Registrar may give an inspector appointed under section 893, 894(2)or 901(1) a direction—
          (a) as to the subject matter of his investigation (whether by reference to a specified area of a company's operation, a specified transaction, a period of time or otherwise), or
          (b) which requires the inspector to take or not to take a specified step in his investigation.
          (3) The Registrar may give an inspector appointed under any provision of this Part a direction requiring it to secure that a specified report under section 898
          (a) includes the inspector's views on a specified matter,
          (b) does not include any reference to a specified matter,
          (c) is made in a specified form or manner, or
          (d) is made by a specified date.
          (4) A direction under this section—
          (a) may be given on an inspector's appointment,
          (b) may vary or revoke a direction previously given, and
          (c) may be given at the request of an inspector.
          (5) In this section—
          (a) a reference to an inspector's investigation includes any investigation he undertakes, or could undertake, under section 895 (power to investigate affairs of holding company or subsidiary),
          (b) "specified" means specified in a direction under this section.

        • 906. Direction to terminate investigation

          (1) The Registrar may direct an inspector to take no further steps in his investigation.
          (2) The Registrar may give a direction under this section to an inspector appointed under section 894(1)or 901(3) only on the grounds that it appears to it that—
          (a) matters have come to light in the course of the inspector's investigation which suggest that a contravention of these Regulations or any other law of regulation applicable in the Abu Dhabi Global Market has been committed, and
          (b) those matters have been referred to the appropriate prosecuting authority.
          (3) Where the Registrar gives a direction under this section, any direction already given to the inspector under section 898(1) to produce an interim report, and any direction given to him under section 905(3) in relation to such a report, shall cease to have effect.
          (4) Where the Registrar gives a direction under this section, the inspector shall not make a final report to the Registrar unless—
          (a) the direction was made on the grounds mentioned in subsection (2) and the Board directs the inspector to make a final report to it, or
          (b) the inspector was appointed under section 894(1)(appointment in pursuance of order of the Court).
          (5) An inspector shall comply with any direction given to him under this section.
          (6) In this section, a reference to an inspector's investigation includes any investigation he undertakes, or could undertake, under section 895 (power to investigate affairs of holding company or subsidiary).

      • Resignation, removal and replacement of inspectors

        • 907. Resignation and revocation of appointment

          (1) An inspector may resign by notice in writing to the Registrar.
          (2) The Registrar may revoke the appointment of an inspector by notice in writing to the inspector.

        • 908. Appointment of replacement inspectors

          (1) Where—
          (a) an inspector resigns,
          (b) an inspector's appointment is revoked, or
          (c) an inspector dies,
          the Registrar may appoint one or more competent inspectors to continue the investigation.
          (2) An appointment under subsection (1) shall be treated for the purposes of this Part (apart from this section) as an appointment under the provision of this Part under which the former inspector was appointed.
          (3) The Registrar must exercise its power under subsection (1) so as to secure that at least one inspector continues the investigation.
          (4) Subsection (3) does not apply if—
          (a) the Registrar could give any replacement inspector a direction under section 906 (termination of investigation), and
          (b) such a direction would (under subsection (4) of that section) result in a final report not being made.
          (5) In this section, references to an investigation include any investigation the former inspector conducted under section 895 (power to investigate affairs of holding company or subsidiary).

      • Power to obtain information from former inspectors etc.

        • 909. Obtaining information from former inspectors etc.

          (1) This section applies to a person who was appointed as an inspector under this Part—
          (a) who has resigned, or
          (b) whose appointment has been revoked.
          (2) This section also applies to an inspector to whom the Registrar has given a direction under section 906 (termination of investigation).
          (3) The Registrar may direct a person to whom this section applies to produce documents obtained or generated by that person during the course of his investigation to—
          (a) the Registrar,
          (b) the Financial Services Regulator, or
          (c) an inspector appointed under this Part.
          (4) The power under subsection (3) to require production of a document includes power, in the case of a document not in hard copy form, to require the production of a copy of the document—
          (a) in hard copy form, or
          (b) in a form from which a hard copy can be readily obtained.
          (5) The Registrar may take copies of or extracts from a document produced in pursuance of this section.
          (6) The Registrar may direct a person to whom this section applies to inform it of any matters that came to that person's knowledge as a result of his investigation.
          (7) A person shall comply with any direction given to him under this section.
          (8) In this section—
          (a) references to the investigation of a former inspector or inspector include any investigation he conducted under section 895 (power to investigate affairs of holding company or subsidiary), and
          (b) "document" includes information recorded in any form.

      • Requisition and seizure of books and papers

        • 910. Registrar's power to require production of documents

          (1) The Registrar may act under subsections (2) and (3) in relation to a company.
          (2) The Registrar may give directions to the company requiring it—
          (a) to produce such documents (or documents of such description) as may be specified in the directions,
          (b) to provide such information (or information of such description) as may be so specified.
          (3) The Registrar may authorise a person (an investigator) to require the company or any other person—
          (a) to produce such documents (or documents of such description) as the investigator may specify,
          (b) to provide such information (or information of such description) as the investigator may specify.
          (4) A person on whom a requirement under subsection (3) is imposed may require the investigator to produce evidence of his authority.
          (5) A requirement under subsection (2) or (3) must be complied with at such time and place as may be specified in the directions or by the investigator (as the case may be).
          (6) The production of a document in pursuance of this section does not affect any lien which a person has on the document.
          (7) The Registrar or the investigator (as the case may be) may take copies of or extracts from a document produced in pursuance of this section.
          (8) The power under this section to require production of a document includes power, in the case of a document not in hard copy form, to require the production of a copy of the document—
          (a) in hard copy form, or
          (b) in a form from which a hard copy can be readily obtained.
          (9) Any person who fails without reasonable excuse to comply with any requirement imposed in accordance with this section commits a contravention of these Regulations.
          (10) A person who commits a contravention under this section shall be liable to a fine of up to level 7.
          (11) For the purposes of sections 912 and 915 (provision for security of information) documents obtained under this section shall be treated as if they had been obtained under the provision of this Part under which their production was or, as the case may be, could have been required.
          (12) In this section "document" includes information recorded in any form.
          (13) A statement made by a person in compliance with a requirement under section 910 may be used in evidence against him.

        • 911. Protection in relation to certain disclosures: information provided to Registrar

          (1) A person who makes a relevant disclosure is not liable by reason only of that disclosure in any proceedings relating to a breach of an obligation of confidence.
          (2) A relevant disclosure is a disclosure which satisfies each of the following conditions—
          (a) it is made to the Registrar otherwise than in compliance with a requirement under this Part,
          (b) it is of a kind that the person making the disclosure could be required to make in pursuance of this Part,
          (c) the person who makes the disclosure does so in good faith and in the reasonable belief that the disclosure is capable of assisting the Registrar for the purposes of the exercise of his functions under this Part,
          (d) the information disclosed is not more than is reasonably necessary for the purpose of assisting the Registrar for the purposes of the exercise of those functions,
          (e) the disclosure is not one falling within subsection (3) or (4).
          (3) A disclosure falls within this subsection if the disclosure is prohibited by virtue of any law or regulation applicable in the Abu Dhabi Global Market whenever passed or made.
          (4) A disclosure falls within this subsection if—
          (a) it is made by a person carrying on the business of banking or by a lawyer, and
          (b) it involves the disclosure of information in respect of which he owes an obligation of confidence in that capacity.

        • 912. Provision for security of information obtained

          (1) This section applies to information (in whatever form) obtained—
          (a) in pursuance of a requirement imposed under section 910,
          (b) by means of a relevant disclosure within the meaning of section 911(2),
          (c) by an investigator in consequence of the exercise of his powers under section 918.
          (2) Such information must not be disclosed unless the disclosure—
          (a) is made to such persons as the Board may designate in rules made by resolution, or
          (b) is of such a description as the as the Board may designate in rules made by resolution.
          (3) A person who discloses any information in contravention of this section commits a contravention of these Regulations.
          (4) A person who commits a contravention under this section shall be liable to a fine of up to level 7.
          (5) Any information which may by virtue of this section be disclosed to a person specified in subsection 2(b) may be disclosed to any officer or employee of the person.
          (6) This section does not prohibit the disclosure of information if the information is or has been available to the public from any other source.
          (7) For the purposes of this section, information obtained by an investigator in consequence of the exercise of his powers under section 918 includes information obtained by a person accompanying the investigator in pursuance of subsection (4) of that section in consequence of that person's accompanying the investigator.
          (8) Nothing in this section authorises the making of a disclosure in contravention of applicable data protection legislation.

        • 913. Punishment for destroying, mutilating etc. company documents

          (1) An officer or agent of a company who—
          (a) destroys, mutilates or falsifies, or is privy to the destruction, mutilation or falsification of a document affecting, or relating to the company's property or affairs, or
          (b) makes, or is privy to the making of, a false entry in such a document,
          commits a contravention of these Regulations, unless he proves that he had no intention to conceal the state of affairs of the company or to defeat the law.
          (2) Such a person as above mentioned who fraudulently either parts with, alters or makes an omission in any such document or is privy to fraudulent parting with, fraudulent altering or fraudulent making of an omission in, any such document, commits a contravention of these Regulations.
          (3) A person who is found to have committed contravention under this section shall be liable to a fine of up to level 8.
          (4) In this section "document" includes information recorded in any form.

        • 914. Punishment for furnishing false information

          (1) A person commits a contravention of these Regulations if in purported compliance with a requirement under section 910 to provide information—
          (a) he provides information which he knows to be false in a material particular,
          (b) he recklessly provides information which is false in a material particular.
          (2) A person who commits a contravention of this section shall be liable to a fine of up to level 7.

        • 915. Disclosure of information by Board or inspector

          (1) This section applies to information obtained—
          (a) under sections 896 to 909,
          (b) by an inspector in consequence of the exercise of his powers under section 918.
          (2) The Registrar may, if it thinks fit—
          (a) disclose any information to which this section applies—
          (i) to any person to whom, or for any purpose for which, disclosure is permitted under section 446, or
          (ii) to the Financial Services Regulator,
          (b) authorise or require an inspector appointed under this Part to disclose such information to any such person or for any such purpose.
          (3) Information to which this section applies may also be disclosed by an inspector appointed under this Part to—
          (a) another inspector appointed under this Part, or
          (b) a person authorised to exercise powers under—
          (i) section 910 of these Regulations, or
          (ii) section 927 of these Regulations (exercise of powers to assist non-Abu Dhabi Global Market regulatory authority).
          (4) Any information which may by virtue of subsection (3) be disclosed to any person may be disclosed to any officer or servant of that person.
          (5) The Registrar may, if it thinks fit, disclose any information obtained under section 903 to—
          (a) the company whose ownership was the subject of the investigation,
          (b) any member of the company,
          (c) any person whose conduct was investigated in the course of the investigation,
          (d) the auditors of the company, or
          (e) any person whose financial interests appear to the Registrar to be affected by matters covered by the investigation.
          (6) For the purposes of this section, information obtained by an inspector in consequence of the exercise of his powers under section 918 includes information obtained by a person accompanying the inspector in pursuance of subsection (4) of that section in consequence of that person's accompanying the inspector.
          (7) The reference to an inspector in subsection (2)(b) above includes a reference to a person accompanying an inspector in pursuance of section 918.

      • Supplementary

        • 916. Privileged information.

          (1) Nothing in sections 893 to 909 compels the disclosure by any person to the Registrar or to an inspector appointed by the Registrar of information in respect of which a claim to legal professional privilege could be maintained.
          (2) Nothing in section 896, 901 or 903 requires a person (except as mentioned in subsection (3) below) to disclose information or produce documents in respect of which he owes an obligation of confidence by virtue of carrying on the business of banking unless—
          (a) the person to whom the obligation of confidence is owed is the company or other body corporate under investigation,
          (b) the person to whom the obligation of confidence is owed consents to the disclosure or production, or
          (c) the making of the requirement is authorised by the Registrar.
          (3) Subsection (2) does not apply where the person owing the obligation of confidence is the company or other body corporate under investigation under section 893, 894 or 895.
          (4) Nothing in sections 910 to 914
          (a) compels the production by any person of a document or the disclosure by any person of information in respect of which a claim to legal professional privilege could be maintained,
          (b) authorises the taking of possession of any such document which is in the person's possession.
          (5) The Registrar must not under section 910 require, or authorise a person to require—
          (a) the production by a person carrying on the business of banking of a document relating to the affairs of a customer of his, or
          (b) the disclosure by it of information relating to those affairs,
          unless one of the conditions in subsection (6) is met.
          (6) The conditions are—
          (a) the Registrar thinks it is necessary to do so for the purpose of investigating the affairs of the person carrying on the business of banking,
          (b) the customer is a person on whom a requirement has been imposed under section 910,
          (c) the customer is a person on whom a requirement to produce information or documents has been imposed by an investigator appointed by the Registrar.
          (7) Despite subsections (1) and (2) a person who is a lawyer may be compelled to disclose the name and address of his client

        • 917. Investigation of non-Abu Dhabi Global Market companies

          (1) The provisions of this Part apply to bodies corporate incorporated outside the Abu Dhabi Global Market which are carrying on business in the Abu Dhabi Global Market under the auspices of a licence granted under the Commercial Licensing Regulations 2015, or have at any time carried on business there, as they apply to companies under these Regulations, but subject to the following exceptions, adaptations and modifications.
          (2) The following provisions do not apply to such bodies—
          (a) section 893 (investigation on application of company or its members),
          (b) sections 901 to 903 (investigation of company ownership and power to obtain information as to those interested in shares, etc).
          (3) The other provisions of this Part apply to such bodies subject to such adaptations and modifications as may be specified by rules made by the Board by resolution.

        • 918. Power to enter and remain on premises

          (1) An inspector or investigator may act under subsection (2) in relation to a company if—
          (a) he is authorised to do so by the Registrar, and
          (b) he thinks that to do so will materially assist him in the exercise of his functions under this Part in relation to the company.
          (2) An inspector or investigator may at all reasonable times—
          (a) require entry to relevant premises, and
          (b) remain there for such period as he thinks necessary for the purpose mentioned in subsection (1)(b).
          (3) Relevant premises are premises which the inspector or investigator believes are used (wholly or partly) for the purposes of the company's business.
          (4) In exercising his powers under subsection (2), an inspector or investigator may be accompanied by such other persons as he thinks appropriate.
          (5) A person who intentionally obstructs a person lawfully acting under subsection (2) or (4) commits a contravention of these Regulations and shall be liable to a fine of up to level 5.
          (6) An inspector is a person appointed under section 893, 894 or 901.
          (7) An investigator is a person authorised for the purposes of section 910.

        • 919. Power to enter and remain on premises: procedural

          (1) This section applies for the purposes of section 918.
          (2) The requirements of subsection (3) must be complied with at the time an inspector or investigator seeks to enter relevant premises under section 918.
          (3) The requirements are—
          (a) the inspector or investigator must produce evidence of his identity and evidence of his appointment or authorisation (as the case may be),
          (b) any person accompanying the inspector or investigator must produce evidence of his identity.
          (4) The inspector or investigator must, as soon as practicable after obtaining entry, give to an appropriate recipient a written statement containing such information as to—
          (a) the powers of the investigator or inspector (as the case may be) under section 918,
          (b) the rights and obligations of the company, occupier and the persons present on the premises,
          as may be prescribed by rules made by the Registrar.
          (5) If during the time the inspector or investigator is on the premises there is no person present who appears to him to be an appropriate recipient for the purposes of subsection (8), the inspector or investigator must as soon as reasonably practicable send to the company—
          (a) a notice of the fact and time that the visit took place, and
          (b) the statement mentioned in subsection (4).
          (6) As soon as reasonably practicable after exercising his powers under section 918, the inspector or investigator must prepare a written record of the visit and—
          (a) if requested to do so by the company he must give it a copy of the record,
          (b) in a case where the company is not the sole occupier of the premises, if requested to do so by an occupier he must give the occupier a copy of the record.
          (7) The written record must contain such information as may be prescribed by regulations.
          (8) If the inspector or investigator thinks that the company is the sole occupier of the premises an appropriate recipient is a person who is present on the premises and who appears to the inspector or investigator to be—
          (a) an officer of the company, or
          (b) a person otherwise engaged in the business of the company if the inspector or investigator thinks that no officer of the company is present on the premises.
          (9) If the inspector or investigator thinks that the company is not the occupier or sole occupier of the premises an appropriate recipient is—
          (a) a person who is an appropriate recipient for the purposes of subsection (8), and (if different)
          (b) a person who is present on the premises and who appears to the inspector or investigator to be an occupier of the premises or otherwise in charge of them.

        • 920. Failure to comply with certain requirements

          (1) This section applies if a person fails to comply with a requirement imposed by an inspector, the Registrar or an investigator in pursuance of either of the following provisions—
          (2) The inspector, Registrar or investigator (as the case may be) may certify the fact in writing to the Court.
          (3) If, after hearing—
          (a) any witnesses who may be produced against or on behalf of the alleged offender,
          (b) any statement which may be offered in defence,
          the Court is satisfied that the offender failed without reasonable excuse to comply with the requirement, it may deal with him as if he had committed contempt of the Court.

        • 921. Contraventions by bodies corporate

          Where a contravention of these Regulations occurs under any of sections 912, 914 and 918, is committed by a body corporate, every officer of the body who is in default also commits the contravention.

          For this purpose—

          (a) any person who purports to act as director, manager or secretary of the body is treated as an officer of the body, and
          (b) if the body is a company, any shadow director is treated as an officer of the company.

    • CHAPTER 2 CHAPTER 2 ORDERS IMPOSING RESTRICTIONS ON SHARES (SECTION 904)

      • 922. Consequence of order imposing restrictions

        (1) So long as any shares are directed to be subject to the restrictions of this Part then, subject to any directions made in relation to an order pursuant to section 904 or 924
        (a) any transfer of those shares or, in the case of unissued shares, any transfer of the right to be issued with them, and any issue of them, is void,
        (b) no voting rights are exercisable in respect of the shares,
        (c) no further shares shall be issued in right of them or in pursuance of any offer made to their holder, and
        (d) except in a liquidation, no payment shall be made of any sums due from the company on the shares, whether in respect of capital or otherwise.
        (2) Where shares are subject to the restrictions of subsection (1)(a), any agreement to transfer the shares or, in the case of unissued shares, the right to be issued with them is void (except such agreement or right as may be made or exercised under the terms of directions made by the Registrar or the Court under section 904 or 924 or an agreement to transfer the shares on the making of an order under section 924(4)(b) below).
        (3) Where shares are subject to the restrictions of subsection (1)(c) or (d), an agreement to transfer any right to be issued with other shares in right of those shares, or to receive any payment on them (otherwise than in a liquidation) is void (except such agreement or right as may be made or exercised under the terms of directions made by the Registrar or the Court under section 904 or 924 or an agreement to transfer any such right on the transfer of the shares on the making of an order under section 924(4)(b) below).

      • 923. Punishment for attempted evasion of restrictions.

        (1) Subject to the terms of any directions made under section 904 or 924 a person commits a contravention of these Regulations if he—
        (a) exercises or purports to exercise any right to dispose of any shares which, to his knowledge, are for the time being subject to the restrictions of this Part or of any right to be issued with any such shares, or
        (b) votes in respect of any such shares (whether as holder or proxy), or appoints a proxy to vote in respect of them, or
        (c) being the holder of any such shares, fails to notify of their being subject to those restrictions any person whom he does not know to be aware of that fact but does know to be entitled (apart from the restrictions) to vote in respect of those shares whether as holder or as proxy, or
        (d) being the holder of any such shares, or being entitled to any right to be issued with other shares in right of them, or to receive any payment on them (otherwise than in a liquidation), enters into any agreement which is void under section 922(2) or 922(3).
        (2) Subject to the terms of any directions made under section 904 or 924 if shares in a company are issued in contravention of the restrictions, a contravention of these Regulations is committed by—
        (a) the company, and
        (b) every officer of the company who is in default.
        (3) A person who commits a contravention of these Regulations under this section shall be liable to a level 3 fine.

      • 924. Relaxation and removal of restrictions.

        (1) Where shares in a company are by order made subject to the restrictions of this Part, application may be made to the Court for an order directing that the shares be no longer so subject.
        (2) Where the Court is satisfied that an order subjecting the shares to the restrictions of this Part unfairly affects the rights of third parties in respect of shares then the Court, for the purpose of protecting such rights and subject to such terms as it thinks fit and in addition to any order it may make under subsection (1), may direct on an application made under that subsection that such acts by such persons or descriptions of persons and for such purposes, as may be set out in the order, shall not constitute a breach of the restrictions of this Chapter.

        Subsection (4) does not apply to an order made under this subsection.
        (3) If the order applying the restrictions was made by the Registrar, or it has refused to make an order disapplying them, the application may be made by any person aggrieved.
        (4) Subject as follows, an order of the Court or the Registrar directing that shares shall cease to be subject to the restrictions may be made only if—
        (a) the Court or (as the case may be) the Registrar is satisfied that the relevant facts about the shares have been disclosed to the company and no unfair advantage has accrued to any person as a result of the earlier failure to make that disclosure, or
        (b) the shares are to be transferred for valuable consideration and the Court (in any case) or the Registrar (if the order was made under section 904) approves the transfer.
        (5) Without prejudice to the power of the Court to give directions under subsection (2), where shares in a company are subject to the restrictions, the Court may on application order the shares to be sold, subject to the Court's approval as to the sale, and may also direct that the shares shall cease to be subject to the restrictions.

        An application to the Court under this subsection may be made by the Registrar or by the company.
        (6) Where an order has been made under subsection (5), the Court may on application make such further order relating to the sale or transfer of the shares as it thinks fit.

        An application to the Court under this subsection may be made—
        (a) by the Registrar, or
        (b) by the company, or
        (c) by the person appointed by or in pursuance of the order to effect the sale, or
        (d) by any person interested in the shares.
        (7) An order (whether of the Registrar or the Court) directing that shares shall cease to be subject to the restrictions of this Part, if it is—
        (a) expressed to be made with a view to permitting a transfer of the shares, or
        (b) made under subsection (5) of this section,
        may continue the restrictions mentioned in paragraphs (c) and (d) of section 924, either in whole or in part, so far as they relate to any right acquired or offer made before the transfer.
        (8) Subsection (4) does not apply to an order directing that shares shall cease to be subject to any restrictions which have been continued in force in relation to those shares under subsection (7).

      • 925. Further provisions on sale by Court order of restricted shares

        (1) Where shares are sold in pursuance of an order of the Court under section 924(4) the proceeds of sale, less the costs of the sale, shall be paid into Court for the benefit of the persons who are beneficially interested in the shares, and any such person may apply to the Court for the whole or part of those proceeds to be paid to him.
        (2) On application under subsection (1) the Court shall (subject as provided below) order the payment to the applicant of the whole of the proceeds of sale together with any interest thereon or, if any other person had a beneficial interest in the shares at the time of their sale, such proportion of those proceeds and interest as is equal to the proportion which the value of the applicant's interest in the shares bears to the total value of the shares.
        (3) On granting an application for an order under section 924(4) or 924(5) the Court may order that the applicant's costs be paid out of the proceeds of sale, and if that order is made, the applicant is entitled to payment of his costs out of those proceeds before any person interested in the shares in question receives any part of those proceeds.

    • CHAPTER 3 CHAPTER 3 INVESTIGATIONS AND POWERS TO OBTAIN INFORMATION

      • Powers exercisable to assist non-Abu Dhabi Global Market regulatory authorities

        • 926. Request for assistance by non-Abu Dhabi Global Market regulatory authority

          (1) The powers conferred by section 927 are exercisable by the Registrar for the purpose of assisting a non-Abu Dhabi Global Market regulatory authority which has requested his assistance in connection with inquiries being carried out by it or on its behalf.
          (2) A "non-Abu Dhabi Global Market regulatory authority" means an authority which in a country or territory outside the Abu Dhabi Global Market exercises—
          (a) any function corresponding to any function of the Registrar or the Board under these Regulations, or
          (b) any function prescribed for the purposes of this subsection by order of the Board, being a function which in the opinion of the Board relates to companies or financial services.
          (3) The Registrar shall not exercise the powers conferred by section 991 unless it and the corresponding Abu Dhabi Global Market regulatory body are is satisfied that the assistance requested by the non-Abu Dhabi Global Market regulatory authority is for the purposes of its regulatory functions.

          An authority's "regulatory functions" means any functions falling within subsection (2) and any other functions relating to companies or financial services.
          (4) In deciding whether to exercise those powers the Registrar may take into account, in particular—
          (a) whether corresponding assistance would be given in that country or territory to an authority exercising regulatory functions in the Abu Dhabi Global Market,
          (b) whether the inquiries relate to the possible breach of a law, or other requirement, which has no close parallel in the Abu Dhabi Global Market or involves the assertion of a jurisdiction not recognised by the Abu Dhabi Global Market,
          (c) the seriousness of the matter to which the inquiries relate, the importance to the inquiries of the information sought in the Abu Dhabi Global Market and whether the assistance could be obtained by other means,
          (d) whether it is otherwise appropriate in the public interest to give the assistance sought.
          (5) The Registrar may decline to exercise those powers unless the non-Abu Dhabi Global Market regulatory authority undertakes to make such contribution towards the costs of their exercise as the Registrar considers appropriate.
          (6) References in this section to financial services include, in particular, investment business, insurance and banking.

        • 927. Power to require information, documents or other assistance.

          (1) The following powers may be exercised in accordance with section 913, if the Registrar considers there is good reason for their exercise.
          (2) The Registrar may require any person—
          (a) to attend before it at a specified time and place and answer questions or otherwise furnish information with respect to any matter relevant to the inquiries,
          (b) to produce at a specified time and place any specified documents which appear to the Registrar to relate to any matter relevant to the inquiries, and
          (c) otherwise to give it such assistance in connection with the inquiries as he is reasonably able to give.
          (3) The Registrar may examine a person on oath and may administer an oath accordingly.
          (4) Where documents are produced the Registrar may take copies or extracts from them.
          (5) A person shall not under this section be required to disclose information or produce a document which he would be entitled to refuse to disclose or produce on grounds of legal professional privilege in Court proceedings, except that a lawyer may be required to furnish the name and address of his client.
          (6) A statement by a person in compliance with a requirement imposed under this section may be used in evidence against him.
          (7) Where a person claims a lien on a document, its production under this section is without prejudice to his lien.
          (8) In this section "documents" includes information recorded in any form, and, in relation to information recorded otherwise than in legible form, the power to require its production includes power to require the production of a copy of it in legible form.

        • 928. Exercise of powers by officer, etc.

          (1) The Registrar may authorise any of its officers or any other competent person to exercise on his behalf all or any of the powers conferred by section 927.
          (2) No such authority shall be granted except for the purpose of investigating—
          (a) the affairs, or any aspects of the affairs, of a person specified in the authority, or
          (b) a subject-matter so specified,
          being a person who, or subject-matter which, is the subject of the inquiries being carried out by or on behalf of the non-Abu Dhabi Global Market regulatory authority.
          (3) No person shall be bound to comply with a requirement imposed by a person exercising powers by virtue of an authority granted under this section unless he has, if required, produced evidence of his authority.
          (4) A person shall not by virtue of an authority under this section be required to disclose any information or produce any documents in respect of which he owes an obligation of confidence by virtue of carrying on the business of banking unless—
          (a) the imposing on him of a requirement with respect to such information or documents has been specifically authorised by the Registrar, or
          (b) the person to whom the obligation of confidence is owed consents to the disclosure or production.
          In this subsection "documents" has the same meaning as in section 927.
          (5) Where the Registrar authorises a person other than one of his officers to exercise any powers by virtue of this section, that person shall make a report to the Registrar in such manner as it may require on the exercise of those powers and the results of exercising them.

        • 929. Penalty for failure to comply with requirement, etc.

          (1) A person who without reasonable excuse fails to comply with a requirement imposed on him under section 927 commits a contravention of these Regulations and shall be liable to a fine of up to level 7.
          (2) A person who in purported compliance with any such requirement furnishes information which he knows to be false or misleading in a material particular, or recklessly furnishes information which is false or misleading in a material particular, commits a contravention of these Regulations and shall be liable to a fine of up to level 8.

        • 930. Restrictions on disclosure of information

          (1) This section applies to information relating to the business or other affairs of a person which—
          (a) is supplied by a non-Abu Dhabi Global Market regulatory authority in connection with a request for assistance, or
          (b) is obtained by virtue of the powers conferred by section 927, whether or not any requirement to supply it is made under that section.
          (2) Except as permitted by section 931 below, such information shall not be disclosed for any purpose—
          (a) by the primary recipient, or
          (b) by any person obtaining the information directly or indirectly from him,
          without the consent of the person from whom the primary recipient obtained the information and, if different, the person to whom it relates.
          (3) The "primary recipient" means, as the case may be—
          (a) the Registrar,
          (b) the Board,
          (c) any person authorised under section 928 to exercise powers on his behalf, and
          (d) any officer or servant of any such person.
          (4) Information shall not be treated as information to which this section applies if it has been made available to the public by virtue of being disclosed in any circumstances in which, or for any purpose for which, disclosure is not precluded by this section.
          (5) A person who contravenes this section commits a contravention of these Regulations and shall be liable to a fine of up to level 8.

        • 931. Exceptions from restrictions on disclosure

          (1) Information to which section 930 applies may be disclosed—
          (a) to any person with a view to the institution of, or otherwise for the purposes of, relevant regulatory proceedings as determined by the Registrar,
          (b) for the purpose of enabling or assisting a relevant authority to discharge any relevant function (including functions in relation to proceedings),
          (c) if the disclosure is made in the interests of investors or in the public interest,
          (d) if the information is or has been available to the public from other sources,
          (e) in a summary or collection of information framed in such a way as not to enable the identity of any person to whom the information relates to be ascertained,
          (f) pursuant to an obligation imposed on the Registrar under the laws of the United Arab Emirates which is effective in the Abu Dhabi Global Market.

        • 932. Contraventions by bodies corporate, partnerships and unincorporated associations

          (1) Where a contravention under section 929 or 930 committed by a body corporate is proved to have been committed with the consent or connivance of, or to be attributable to any neglect on the part of, a director, manager, secretary or other similar officer of the body, or a person purporting to act in any such capacity, he as well as the body corporate has committed a contravention and is liable to be proceeded against and fined accordingly.
          (2) Where the affairs of a body corporate are managed by its members, subsection (1) applies in relation to the acts and defaults of a member in connection with his functions of management as to a director of a body corporate.
          (3) Where a contravention under section 929 or 930 committed by a partnership is proved to have been committed with the consent or connivance of, or to be attributable to any neglect on the part of, a partner, he as well as the partnership has committed a contravention and is liable to be proceeded against and fined accordingly.
          (4) Where a contravention under section 929 or 930 committed by an unincorporated association (other than a partnership) is proved to have been committed with the consent or connivance of, or to be attributable to any neglect on the part of, any officer of the association or any member of its governing body, he as well as the association has committed a contravention and is liable to be proceeded against and fined accordingly.

        • 933. Jurisdiction and procedure in respect of contraventions

          (1) Proceedings for a contravention under section 929 may, without prejudice to any jurisdiction exercisable apart from this section, be taken against a body corporate or unincorporated association at any place at which it has a place of business and against an individual at any place where he is for the time being.
          (2) Proceedings for a contravention alleged to have been committed under section 929 or 930 by an unincorporated association shall be brought in the name of the association (and not in that of any of its members), and for the purposes of any such proceedings any rules of Court relating to the service of documents apply as in relation to a body corporate.
          (3) A fine imposed on an unincorporated association on its conviction of such a contravention shall be paid out of the funds of the association.