• PART 31 PART 31 THE REGISTRAR OF COMPANIES

    • Scheme of this Part

      • 934. Scheme of this Part

        (1) The scheme of this Part is as follows.
        (2) The following provisions apply generally (to the Registrar, to any functions of the Registrar, or to documents delivered to or issued by the Registrar under any law or regulation applicable in the Abu Dhabi Global Market, as the case may be)—

        sections 935 to 938 (the Registrar),

        sections 942 to 945 (delivery of documents to the Registrar),

        sections 946 to 950 (requirements for proper delivery),

        sections 954(1), 954(4) and 954(5) and 966 (keeping and production of records),

        section 957 (preservation of original documents),

        sections 980 to 982 (language requirements: transliteration),

        sections 983 and 986 to 989 (supplementary provisions).
        (3) The following provisions apply in relation to companies (save as expressed therein) —

        sections 939 and 940 (certificates of incorporation),

        section 941 (companies' registered numbers),

        sections 951 to 953 (public notice of receipt of certain documents),

        sections 954(2), 955, 956 and 958 (the register),

        sections 959 to 965 (inspection of the register),

        sections 968 to 973 (correction or removal of material on the register), and

        sections 984 and 985 (supplementary provisions).
        (4) The following provisions apply as indicated in the provisions concerned—

        sections 974 to 975 (the Registrar's register of company names),

        sections 976 to 979 (language requirements: translation).

      • 935. The Registrar

        In accordance with Article 10 of the ADGM Founding Law, there shall be an Abu Dhabi Global Market registration bureau.

      • 936. The Registrar's functions

        (1) The Registrar shall—
        (a) perform the functions conferred on the Registrar by or under the ADGM Founding Law, these Regulations, the Commercial Licensing Regulations 2015 or any other law or regulation applicable in the Abu Dhabi Global Market, and
        (b) perform such functions on behalf of the Board, in relation to the registration of companies or other matters, as the Board may from time to time direct by resolution.
        (2) Without limiting the generality of subsection 1(a) or (b), the functions of the Registrar shall include—
        (a) the preparation indicative and non-binding guidance on these Regulations and advising the Board when any such guidance is issued;
        (b) prescribing forms to be used for any of the purposes of these Regulations, the Commercial Licensing Regulations 2015 or any other regulations administered by the Registrar;
        (c) any tasks and powers properly delegated to it by the Board or any other authority in the Abu Dhabi Global Market; and
        (d) where it considers it appropriate to do so, delegating such of its functions and powers as may more efficiently and effectively be performed by its officers or employees and, with the approval of the Board, to any other Abu Dhabi Global Market authority (other than the Court).
        (3) The Registrar shall assist the United Arab Emirates in complying with its obligations under any international treaty or other agreement to which the United Arab Emirates is a party through the exercise of its powers and functions.
        (4) In exercising its powers and performing its functions the Registrar shall act in an independent manner.
        (5) References in these Regulations to the functions of the Registrar are to functions within subsections (1) and (2).

      • 937. The Registrar's official seal

        The Registrar shall have an official seal for the authentication of documents in connection with the performance of the Registrar's functions.

      • 938. Fees payable to Registrar

        (1) The Board may make rules requiring the payment to the Registrar of fees in respect of—
        (a) the performance of any of the Registrar's functions, or
        (b) the provision by the Registrar of services or facilities for purposes incidental to, or otherwise connected with, the performance of any of the Registrar's functions.
        (2) The matters for which fees may be charged include—
        (a) the performance of a duty imposed on the Registrar or the Board,
        (b) the receipt of documents delivered to the Registrar, and
        (c) the inspection, or provision of copies, of documents kept by the Registrar.
        (3) The rules may—
        (a) provide for the amount of the fees to be fixed by or determined under the rules,
        (b) provide for different fees to be payable in respect of the same matter in different circumstances,
        (c) specify the person by whom any fee payable under the rules is to be paid,
        (d) specify when and how fees are to be paid.
        (4) Fees received by the Registrar are to be paid into the such account as the Registrar may direct, from time to time.

    • Certificates of incorporation

      • 939. Public notice of issue of certificate of incorporation

        (1) The Registrar must cause to be published—
        (a) on its website, or
        (b) in accordance with section 988 (alternative means of giving public notice),
        notice of the issue by the Registrar of any certificate of incorporation of a company.
        (2) The notice must state the name and registered number of the company and the date of issue of the certificate.
        (3) This section applies to a certificate of incorporation issued under—
        (a) section 67 (change of name), or
        (b) any provision of Part 7 (re-registration),
        as well as to the certificate issued on a company's formation.

      • 940. Right to certificate of incorporation

        Any person may require the Registrar to provide it with a copy of any certificate of incorporation of a company, signed by the Registrar or authenticated by the Registrar's seal.

    • Registered numbers

      • 941. Company's registered numbers

        (1) The Registrar shall allocate to every company a number, which shall be known as the company's registered number.
        (2) Companies' registered numbers shall be in such form, consisting of one or more sequences of figures or letters, as the Registrar may determine.
        (3) The Registrar may on adopting a new form of registered number make such changes of existing registered numbers as appear necessary.
        (4) A change of a company's registered number has effect from the date on which the company is notified by the Registrar of the change.
        (5) For a period of three years beginning with that date any requirement to disclose the company's registered number imposed by rules under section 70 (requirement to disclose company name etc.) is satisfied by the use of either the old number or the new.

    • Delivery of documents to the Registrar

      • 942. Registrar's requirements as to form, authentication and manner of delivery

        (1) The Registrar may impose requirements as to the form, authentication and manner of delivery of documents required or authorised to be delivered to the Registrar under any law or regulation applicable in the Abu Dhabi Global Market.
        (2) As regards the form of the document, the Registrar may—
        (a) require the contents of the document to be in a standard form,
        (b) impose requirements for the purpose of enabling the document to be scanned or copied.
        (3) As regards authentication, the Registrar may—
        (a) require the document to be authenticated by a particular person or a person of a particular description,
        (b) specify the means of authentication,
        (c) require the document to contain or be accompanied by the name or registered number (or both) of the company (or other body) to which it relates.
        (4) As regards the manner of delivery, the Registrar may specify requirements as to—
        (a) the physical form of the document (for example, hard copy or electronic form),
        (b) the means to be used for delivering the document (for example, by post or electronic means),
        (c) the address to which the document is to be sent,
        (d) in the case of a document to be delivered by electronic means, the hardware and software to be used, and technical specifications (for example, matters relating to protocol, security, anti-virus protection or encryption).
        (5) The power conferred by this section does not authorise the Registrar to require documents to be delivered by electronic means (see section 943).
        (6) Requirements imposed under this section must not be inconsistent with requirements imposed by any law or regulation applicable in the Abu Dhabi Global Market with respect to the form, authentication or manner of delivery of the document concerned.

      • 943. Power to require delivery by electronic means

        (1) The Registrar make rules requiring documents that are authorised or required to be delivered to the Registrar to be delivered by electronic means.
        (2) Any such requirement to deliver documents by electronic means is effective only if Registrar's rules have been published with respect to the detailed requirements for such delivery.

      • 944. Agreement for delivery by electronic means

        (1) The Registrar may agree with a company (or other body) that documents relating to the company (or other body) that are required or authorised to be delivered to the Registrar—
        (a) will be delivered by electronic means, except as provided for in the agreement, and
        (b) will conform to such requirements as may be specified in the agreement or specified by the Registrar in accordance with the agreement.
        (2) An agreement under this section may relate to all or any description of documents to be delivered to the Registrar.
        (3) Documents in relation to which an agreement is in force under this section must be delivered in accordance with the agreement.

      • 945. Document not delivered until received

        (1) A document is not delivered to the Registrar until it is received by the Registrar.
        (2) Provision may be made by Registrar's rules as to when a document is to be regarded as received.

    • Requirements for proper delivery

      • 946. Requirements for proper delivery

        (1) A document delivered to the Registrar is not properly delivered unless all the following requirements are met—
        (a) the requirements of the provision under which the document is to be delivered to the Registrar as regards—
        (i) the contents of the document, and
        (ii) form, authentication and manner of delivery,
        (b) any applicable requirements under—
        (i) section 942 (Registrar's requirements as to form, authentication and manner of delivery),
        (ii) section 943 (power to require delivery by electronic means), or
        (iii) section 944 (agreement for delivery by electronic means),
        (c) any requirements of this Part as to the language in which the document is drawn up and delivered or as to its being accompanied on delivery by a certified translation into English,
        (d) in so far as it consists of or includes names and addresses, any requirements of this Part as to permitted characters, letters or symbols or as to its being accompanied on delivery by a certificate as to the transliteration of any element,
        (e) any requirement of rules under section 956 (use of unique identifiers),
        (f) any applicable requirements under section 983 (Registrar's requirements as to certification or verification),
        (g) any requirements as regards payment of a fee in respect of its receipt by the Registrar.
        (2) A document that is not properly delivered is treated for the purposes of the provision requiring or authorising it to be delivered as not having been delivered, subject to the provisions of section 947 (power to accept documents not meeting requirements for proper delivery).

      • 947. Power to accept documents not meeting requirements for proper delivery

        (1) The Registrar may accept (and register) a document that does not comply with the requirements for proper delivery.
        (2) A document accepted by the Registrar under this section is treated as received by the Registrar for the purposes of section 951 (public notice of receipt of certain documents).
        (3) No objection may be taken to the legal consequences of a document's being accepted (or registered) by the Registrar under this section on the ground that the requirements for proper delivery were not met.
        (4) The acceptance of a document by the Registrar under this section does not affect—
        (a) the continuing obligation to comply with the requirements for proper delivery, or
        (b) subject as follows, any liability for failure to comply with those requirements.
        (5) For the purposes of—
        (a) section 428 (default in filing accounts), and
        (b) any applicable law or regulation imposing a daily default fine for failure to deliver the document,
        the period after the document is accepted does not count as a period during which there is default in complying with the requirements for proper delivery.
        (6) But if, subsequently—
        (a) the Registrar issues a notice under section 969(4) in respect of the document (notice of administrative removal from the register), and
        (b) the requirements for proper delivery are not complied with before the end of the period of 14 days after the issue of that notice,
        any subsequent period of default does count for the purposes of those provisions.

      • 948. Documents containing unnecessary material

        (1) This section applies where a document delivered to the Registrar contains unnecessary material.
        (2) "Unnecessary material" means material that—
        (a) is not necessary in order to comply with an obligation under these Regulations, and
        (b) is not specifically authorised to be delivered to the Registrar.
        (3) For this purpose an obligation to deliver a document of a particular description, or conforming to certain requirements, is regarded as not extending to anything that is not needed for a document of that description or, as the case may be, conforming to those requirements.
        (4) If the unnecessary material cannot readily be separated from the rest of the document, the document is treated as not meeting the requirements for proper delivery.
        (5) If the unnecessary material can readily be separated from the rest of the document, the Registrar may register the document either—
        (a) with the omission of the unnecessary material, or
        (b) as delivered.

      • 949. Informal correction of document

        (1) A document delivered to the Registrar may be corrected by the Registrar if it appears to the Registrar to be incomplete or internally inconsistent.
        (2) This power is exercisable only—
        (a) on instructions, and
        (b) if the company (or other body) to which the document relates has given (and has not withdrawn) its consent to instructions being given under this section.
        (3) The following requirements must be met as regards the instructions—
        (a) the instructions must be given in response to an enquiry by the Registrar,
        (b) the Registrar must be satisfied that the person giving the instructions is authorised to do so—
        (i) by the person by whom the document was delivered, or
        (ii) by the company (or other body) to which the document relates,
        (c) the instructions must meet any requirements of Registrar's rules as to—
        (i) the form and manner in which they are given, and
        (ii) authentication.
        (4) The consent of the company (or other body) to instructions being given under this section (and any withdrawal of such consent)—
        (a) may be in hard copy or electronic form, and
        (b) must be notified to the Registrar.
        (5) This section applies in relation to documents delivered under Part 24 (company charges) by a person other than the company (or other body) as if the references to the company (or other body) were to the company (or other body) or the person by whom the document was delivered.
        (6) A document that is corrected under this section is treated, for the purposes of any law or regulation applicable in the Abu Dhabi Global Market relating to its delivery, as having been delivered when the correction is made.
        (7) The power conferred by this section is not exercisable if the document has been registered under section 947 (power to accept documents not meeting requirements for proper delivery).

      • 950. Replacement of document not meeting requirements for proper delivery

        (1) The Registrar may accept a replacement for a document previously delivered that—
        (a) did not comply with the requirements for proper delivery, or
        (b) contained unnecessary material (within the meaning of section 948).
        (2) A replacement document must not be accepted unless the Registrar is satisfied that it is delivered by—
        (a) the person by whom the original document was delivered, or
        (b) the company (or other body) to which the original document relates,
        and that it complies with the requirements for proper delivery.
        (3) The power of the Registrar to impose requirements as to the form and manner of delivery includes power to impose requirements as to the identification of the original document and the delivery of the replacement in a form and manner enabling it to be associated with the original.
        (4) This section does not apply where the original document was delivered under Part 24 (company charges) (but see section 838 (rectification of register)).

    • Public notice of receipt of certain documents

      • 951. Public notice of receipt of certain documents

        (1) The Registrar must cause to be published—
        (a) on its website, or
        (b) in accordance with section 988 (alternative means of giving public notice),
        notice of the receipt by the Registrar of any document that, on receipt, is subject to the enhanced disclosure requirements (see section 952).
        (2) The notice must state the name and registered number of the company, the description of document and the date of receipt.
        (3) The Registrar is not required to cause notice of the receipt of a document to be published before the date of incorporation of the company to which the document relates.

      • 952. Documents subject to enhanced disclosure requirements

        (1) The documents subject to the "enhanced disclosure requirements" are as follows.
        (2) In the case of every company—

        Constitutional documents
        1. The company's articles.
        2. Any amendment of the company's articles (including the text of every resolution or agreement required to be embodied in or annexed to copies of the company's articles issued by the company).
        3. After any amendment of the company's articles, the text of the articles as amended.
        4. Any notice of a change of the company's name.
        Registered office
        1. The company's registered office.
        2. Notification of any change of the company's registered office.
        Winding up
        1. Copy of any winding-up order in respect of the company.
        2. Notice of the appointment of liquidators.
        3. Order for the dissolution of a company on a winding up.
        4. Return by a liquidator of the final meeting of a company on a winding up.
        (3) In the case of every company that is not a restricted scope company.

        Directors
        1. The statement of proposed officers required on formation of the company.
        2. Notification of any change among the company's directors.
        3. Notification of any change in the particulars of directors required to be delivered to the Registrar.
        Accounts, reports and returns
        1. All documents required to be delivered to the Registrar under section 417 (annual accounts and reports).
        2. All documents delivered to the Registrar under sections 385(2)(e), 425(2)(e) and 454(2)(e) (qualifying subsidiary companies: conditions for exemption from the audit, preparation and filing of individual accounts).
        3. The company's annual return.
        (4) In the case of a public company—

        Share capital
        1. Any statement of capital and initial shareholdings.
        2. Any return of allotment and the statement of capital accompanying it.
        3. Copy of any resolution under section 524 or 531 (disapplication of preemption rights).
        4. Copy of any report under section 577 or 558 as to the value of a non-cash asset.
        5. Notice delivered under section 579 (notice of new name of class of shares) or 580 (notice of variation of rights attached to shares).
        6. Statement of capital accompanying order delivered under section 587 (order of Court confirming reduction of capital).
        7. Notification (under section 630) of the redemption of shares and the statement of capital accompanying it.
        8. Statement of capital accompanying return delivered under section 650 (notice of cancellation of shares on purchase of own shares) or 673 (notice of cancellation of shares held as treasury shares).
        9. Any statement of compliance delivered under section 702 (statement that company meets conditions for issue of trading certificate).
        Mergers and divisions
        1. Copy of any draft of the terms of a scheme required to be delivered to the Registrar under section 855 or 875.
        2. Copy of any order under section 848 or 849 in respect of a compromise or arrangement to which Part 26 (mergers and divisions of public companies) applies.
        (5) Where a private company re-registers as a public company (see section 79)—
        (a) the last statement of capital relating to the company received by the Registrar under any provision of these Regulations becomes subject to the enhanced disclosure requirements, and
        (b) section 951 (public notice of receipt of certain documents) applies as if the statement had been received by the Registrar when the re-registration takes effect.

      • 953. Effect of failure to give public notice

        (1) A company is not entitled to rely against other persons on the happening of any event to which this section applies unless—
        (a) the event has been officially notified at the material time, or
        (b) the company shows that the person concerned knew of the event at the material time.
        (2) The events to which this section applies are—
        (a) an amendment of the company's articles,
        (b) where the company is not a restricted scope company, a change among the company's directors.
        (c) (as regards service of any document on the company) a change of the company's registered office,
        (d) the making of a winding-up order in respect of the company, or
        (e) the appointment of a liquidator in a voluntary winding up of the company.
        (3) If the material time falls—
        (a) on or before the 15th day after the date of official notification, or
        (b) where the 15th day was not a working day, on or before the next day that was,
        the company is not entitled to rely on the happening of the event as against a person who shows that he was unavoidably prevented from knowing of the event at that time.
        (4) "Official notification" means—
        (a) in relation to an amendment of the company's articles, notification in accordance with section 951 (public notice of receipt by Registrar of certain documents) of the amendment and the amended text of the articles,
        (b) in relation to anything else stated in a document subject to the enhanced disclosure requirements, notification of that document in accordance with that section,
        (c) in relation to the appointment of a liquidator in a voluntary winding up, notification of that event in accordance with the Insolvency Regulations 2015.

    • The register

      • 954. The register

        (1) The Registrar shall continue to keep records of—
        (a) the information contained in documents delivered to the Registrar under these Regulations, and any other law or regulation applicable in the Abu Dhabi Global Market, and
        (b) certificates issued by the Registrar under any law or regulation applicable in the Abu Dhabi Global Market .
        (2) The records relating to companies are referred to collectively in these Regulations as "the register".
        (3) Information deriving from documents subject to the enhanced disclosure requirements must be kept by the Registrar in electronic form.
        (4) Subject to that, information contained in documents delivered to the Registrar may be recorded and kept in any form the Registrar thinks fit, provided it is possible to inspect it and produce a copy of it where permitted to do so under these Regulations.
        (5) Compliance with subsection (6) will satisfy any duty of the Registrar to keep, file or register the document or to record the information contained in it.
        (6) The records kept by the Registrar must be such that information relating to a company or other registered body is associated with that body , in such manner as the Registrar may determine, so as to enable all the information relating to the body to be retrieved.

      • 955. Annotation of the register

        (1) The Registrar must place a note in the register recording—
        (a) the date on which a document is delivered to the Registrar,
        (b) if a document is corrected under section 949, the nature and date of the correction,
        (c) if a document is replaced (whether or not material derived from it is removed), the fact that it has been replaced and the date of delivery of the replacement,
        (d) if material is removed—
        (i) what was removed (giving a general description of its contents),
        (ii) under what power, and
        (iii) the date on which that was done,
        (e) if a document is rectified under section 838, the nature and date of rectification,
        (f) if a document is replaced under section 839, the fact that it has been replaced and the date of delivery of the replacement.
        (2) The Registrar may annotate the register in such other circumstances and manners as it may decide in rules made by it under this section.
        (3) No annotation is required in the case of a document that by virtue of section 946(2) (documents not meeting requirements for proper delivery) is treated as not having been delivered.
        (4) A note may be removed if it no longer serves any useful purpose.
        (5) Any duty or power of the Registrar with respect to annotation of the register is subject to the Court's power under section 972 (powers of Court on ordering removal of material from the register) to direct—
        (a) that a note be removed from the register, or
        (b) that no note shall be made of the removal of material that is the subject of the Court's order.
        (6) Notes placed in the register in accordance with subsection (1), or in pursuance of an rules made under subsection (2), are part of the register for all purposes of these Regulations.

      • 956. Allocation of unique identifiers

        (1) The Registrar may make rules for the use, in connection with the register, of reference numbers ("unique identifiers") to identify each person who—
        (a) is a director of a company, or
        (b) is secretary (or a joint secretary) of a company.
        (2) The rules may—
        (a) provide that a unique identifier may be in such form, consisting of one or more sequences of letters or numbers, as the Registrar may from time to time determine,
        (b) make provision for the allocation of unique identifiers by the Registrar,
        (c) require there to be included, in any specified description of documents delivered to the Registrar, as well as a statement of the person's name—
        (i) a statement of the person's unique identifier, or
        (ii) a statement that the person has not been allocated a unique identifier,
        (d) enable the Registrar to take steps where a person appears to have more than one unique identifier to discontinue the use of all but one of them.
        (3) The rules may make different provision for different descriptions of person and different descriptions of document.

      • 957. Preservation of original documents

        (1) The originals of documents delivered to the Registrar in hard copy form may, at the sole discretion of the Registrar, be destroyed (provided the information contained in them has been recorded) or returned to the party who delivered them to the Registrar.

        This is subject to section 961(5) (extent of obligation to retain material not available for public inspection).
        (2) The Registrar is under no obligation to keep the originals of documents delivered in electronic form, provided the information contained in them has been recorded

      • 958. Records relating to companies that have been dissolved etc

        (1) This section applies where a company is dissolved.
        (2) At any time after two years from the date on which it appears to the Registrar that the company has been dissolved, the Registrar may direct that records relating to the company or institution may be removed to such place as is directed by the Board, or otherwise destroyed.

    • Inspection etc of the register

      • 959. Inspection of the register

        (1) Any person may inspect the register.
        (2) This section has effect subject to section 961 (material not available for public inspection).

      • 960. Right to copy of material on the register

        (1) Any person may require a copy of any publicly available material on the register.
        (2) The fee for any such copy of material derived from a document subject to the enhanced disclosure requirements (see section 952), whether in hard copy or electronic form, must not exceed the administrative cost of providing it.
        (3) This section has effect subject to section 961 (material not available for public inspection).

      • 961. Material not available for public inspection

        (1) The following material must not be made available by the Registrar for public inspection—
        (a) subject to sub-section (2) and (3), any document filed with the Registrar by a restricted scope company that is not subject to the enhanced disclosure requirements,
        (b) protected information within section 228(1) (directors' residential addresses: restriction on disclosure by Registrar),
        (c) representations received by the Registrar in response to a notice under section 235(2) (notice of proposal to put director's usual residential address on the public record),
        (d) any document or notice (other than a final notice issued under section 253) filed or prepared by the Registrar under chapter 9 (Disqualification of Directors) of Part 10,
        (e) any application to the Registrar under section 889 (application for administrative restoration to the register) that has not yet been determined or was not successful,
        (f) any document received by the Registrar in connection with the giving or withdrawal of consent under section 949 (informal correction of documents),
        (g) any application or other document delivered to the Registrar under section 962 (application to make address unavailable for public inspection) and any address in respect of which such an application is successful,
        (h) any application or other document delivered to the Registrar under section 970 (application for rectification of register),
        (i) any Court order under section 971 (rectification of the register under Court order) that the Court has directed under section 972 (powers of Court on ordering removal of material from the register) is not to be made available for public inspection,
        (j) any e-mail address, identification code or password deriving from a document delivered for the purpose of authorising or facilitating electronic filing procedures or providing information by telephone,
        (k) any other material excluded from public inspection by or under any other law or regulation applicable in the Abu Dhabi Global Market.
        (2) A restricted scope company may at any time request in writing that the Registrar make available to specified person(s) or to the public some or all of the documents it has filed with the Registrar (a "disclosure request"). The disclosure request must specify:
        (a) the person(s) entitled to such disclosure (or, if the disclosure is intended to be made to the public, a statement to that effect), and
        (b) the documents to be so disclosed (or, if the disclosure relates to all filings made by the restricted scope company, a statement to that effect).
        (3) Upon receipt of a disclosure request complying with sub-section (2) the Registrar shall make the documents specified in the disclosure notice available to the persons specified in the disclosure notice using such means as it sees fit.
        (4) A restriction applying by reference to material deriving from a particular description of document does not affect the availability for public inspection of the same information contained in material derived from another description of document in relation to which no such restriction applies.
        (5) Material to which this section applies need not be retained by the Registrar for longer than appears to the Registrar reasonably necessary for the purposes for which the material was delivered to the Registrar.

      • 962. Application to Registrar to make address unavailable for public inspection

        (1) The Registrar may make rules which provide for the Registrar, on application, to make an address on the register unavailable for public inspection.
        (2) The rules may make provision as to—
        (a) who may make an application,
        (b) the grounds on which an application may be made,
        (c) the information to be included in and documents to accompany an application,
        (d) the notice to be given of an application and of its outcome, and
        (e) how an application is to be determined.
        (3) Provision under subsection (2)(e) may in particular—
        (a) confer a discretion on the Registrar,
        (b) provide for a question to be referred to a person other than the Registrar for the purposes of determining the application.
        (4) An application must specify the address to be removed from the register and indicate where on the register it is.
        (5) The rules may provide—
        (a) that an address is not to be made unavailable for public inspection under this section unless replaced by a service address, and
        (b) that in such a case the application must specify a service address.

      • 963. Form of application for inspection or copy

        (1) The Registrar may specify the form and manner in which application is to be made for—
        (a) inspection under section 959, or
        (b) a copy under section 960.

      • 964. Form and manner in which copies to be provided

        (1) The following provisions apply as regards the form and manner in which copies are to be provided under section 960.
        (2) Copies of documents subject to the enhanced disclosure requirements must be provided in hard copy or electronic form, as the applicant chooses.
        (3) Subject to the preceding provisions of this section, the Registrar may determine the form and manner in which copies are to be provided.

      • 965. Certification of copies as accurate

        (1) Copies provided under section 960 in hard copy form must be certified as true copies unless the applicant dispenses with such certification.
        (2) Copies so provided in electronic form must not be certified as true copies unless the applicant expressly requests such certification.
        (3) A copy provided under section 960, certified by the Registrar (whose official position it is unnecessary to prove) to be an accurate record of the contents of the original document, is in all legal proceedings admissible in evidence—
        (a) as of equal validity with the original document, and
        (b) as evidence of any fact stated in the original document of which direct oral evidence would be admissible.
        (4) Except in the case of documents that are subject to the enhanced disclosure requirements (see section 952), copies provided by the Registrar may, instead of being certified in writing to be an accurate record, be sealed with the Registrar's official seal.

      • 966. Issue of process for production of records kept by the Registrar

        (1) No process for compelling the production of a record kept by the Registrar shall issue from any Court except with the permission of the Court.
        (2) Any such process shall bear on it a statement that it is issued with the permission of the Court.

      • 967. Provision of information to public authorities etc.

        (1) The Registrar may disclose any material held where such disclosure is—
        (a) is permitted or required to be made under the laws, regulations or rules of the Abu Dhabi Global Market,
        (b) is made to—
        (i) the Financial Services Regulator,
        (ii) a governmental or regulatory authority exercising powers and performing functions relating to anti-money laundering,
        (iii) a self-regulatory body or organization exercising and performing powers and functions in relation to financial services,
        (iv) a civil or criminal law enforcement agency, or
        (v) a governmental or other regulatory authority including a self regulatory body or organisation exercising powers and performing functions in relation to the regulation of auditors, accountants or lawyers,
        for the purpose of assisting the performance by any such person of its regulatory functions, or
        (c) is made in good faith for the purposes of performance and exercise of the functions and powers of the Registrar.

    • Correction or removal of material on the register

      • 968. Registrar's notice to resolve inconsistency on the register

        (1) Where it appears to the Registrar that the information contained in a document delivered to the Registrar is inconsistent with other information on the register, the Registrar may give notice to the company to which the document relates—
        (a) stating in what respects the information contained in it appears to be inconsistent with other information on the register, and
        (b) requiring the company to take steps to resolve the inconsistency.
        (2) The notice must—
        (a) state the date on which it is issued, and
        (b) require the delivery to the Registrar, within 14 days after that date, of such replacement or additional documents as may be required to resolve the inconsistency.
        (3) If the necessary documents are not delivered within the period specified, 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 subsection (3) is liable to a level 2 fine.

      • 969. Administrative removal of material from the register

        (1) The Registrar may remove from the register anything that there was power, but no duty, to include.
        (2) This power is exercisable, in particular, so as to remove—
        (a) unnecessary material within the meaning of section 948, and
        (b) material derived from a document that has been replaced under—
        section 950 (replacement of document not meeting requirements for proper delivery), or
        section 968 (notice to remedy inconsistency on the register).
        (3) This section does not authorise the removal from the register of—
        (a) anything whose registration has had legal consequences in relation to the company as regards—
        (i) its formation,
        (ii) a change of name,
        (iii) its re-registration,
        (iv) a reduction of capital,
        (v) a change of registered office,
        (vi) the registration of a charge, or
        (vii) its dissolution,
        (b) an address that is a person's service address for the purposes of section 1000 (service of documents on directors, secretaries and others).
        (4) On or before removing any material under this section (otherwise than at the request of the company) the Registrar must give notice—
        (a) to the person by whom the material was delivered (if the identity, and name and address of that person are known), or
        (b) to the company to which the material relates (if notice cannot be given under paragraph (a) and the identity of that company is known).
        (5) The notice must—
        (a) state what material the Registrar proposes to remove, or has removed, and on what grounds, and
        (b) state the date on which it is issued.

      • 970. Rectification of register on application to Registrar

        (1) The Registrar may make rules providing for the Registrar, on application, to remove from the register material of a description specified in the rules that—
        (a) derives from anything invalid or ineffective or that was done without the authority of the company, or
        (b) is factually inaccurate, or is derived from something that is factually inaccurate or forged.
        (2) The rules may make provision as to—
        (a) who may make an application,
        (b) the information to be included in and documents to accompany an application,
        (c) the notice to be given of an application and of its outcome,
        (d) a period in which objections to an application may be made, and
        (e) how an application is to be determined.
        (3) An application must—
        (a) specify what is to be removed from the register and indicate where on the register it is, and
        (b) be accompanied by a statement that the material specified in the application complies with this section and the rules.
        (4) If no objections are made to the application, the Registrar may accept the statement as sufficient evidence that the material specified in the application should be removed from the register.
        (5) Where anything is removed from the register under this section the registration of which had legal consequences as mentioned in section 969(3), any person appearing to the Court to have a sufficient interest may apply to the Court for such consequential orders as appear just with respect to the legal effect (if any) to be accorded to the material by virtue of its having appeared on the register.

      • 971. Rectification of the register under Court order

        (1) The Registrar shall remove from the register any material—
        (a) that derives from anything that the Court has declared to be invalid or ineffective, or to have been done without the authority of the company, or
        (b) that a Court declares to be factually inaccurate, or to be derived from something that is factually inaccurate, or forged,
        and that the Court directs should be removed from the register.
        (2) The Court order must specify what is to be removed from the register and indicate where on the register it is.
        (3) The Court must not make an order for the removal from the register of anything the registration of which had legal consequences as mentioned in section 969(3) unless satisfied—
        (a) that the presence of the material on the register has caused, or may cause, damage to the company, and
        (b) that the company's interest in removing the material outweighs any interest of other persons in the material continuing to appear on the register.
        (4) Where in such a case the Court does make an order for removal, it may make such consequential orders as appear just with respect to the legal effect (if any) to be accorded to the material by virtue of its having appeared on the register.
        (5) A copy of the Court's order must be sent to the Registrar for registration.
        (6) This section does not apply where the Court has other, specific, powers to deal with the matter, for example under—
        (a) the provisions of Part 14 relating to the revision of defective accounts and reports, or
        (b) section 803 (rectification of register) .

      • 972. Powers of Court on ordering removal of material from the register

        (1) Where the Court makes an order for the removal of anything from the register under section 971 (rectification of the register), it may give directions under this section.
        (2) It may direct that any note on the register that is related to the material that is the subject of the Court's order shall be removed from the register.
        (3) It may direct that its order shall not be available for public inspection as part of the register.
        (4) It may direct—
        (a) that no note shall be made on the register as a result of its order, or
        (b) that any such note shall be restricted to such matters as may be specified by the Court.
        (5) The Court shall not give any direction under this section unless it is satisfied—
        (a) that—
        (i) the presence on the register of the note or, as the case may be, of an unrestricted note, or
        (ii) the availability for public inspection of the Court's order,
        may cause damage to the company, and
        (b) that the company's interest in non-disclosure outweighs any interest of other persons in disclosure.

      • 973. Public notice of removal of certain material from the register

        (1) The Registrar must cause to be published—
        (a) on its website, or
        (b) in accordance with section 988 (alternative means of giving public notice),
        notice of the removal from the register of any document subject to the enhanced disclosure requirements (see section 952) or of any material derived from such a document.
        (2) The notice must state the name and registered number of the company, the description of document and the date of receipt.

    • The Registrar's register of company names

      • 974. The Registrar's register of company names

        (1) The Registrar of companies must keep an alphabetically ordered electronic register of the names of the companies and other bodies to which this section applies.

        This is "the Registrar's register of company names".
        (2) This section applies to companies formed or registered under these Regulations.
        (3) The Registrar may make rules providing that this section applies other bodies of any description.

      • 975. Right to inspect register

        Any person may inspect the Registrar's register of company names.

    • Language requirements: translation

      • 976. Application of language requirements

        (1) The provisions listed below apply to all documents required to be delivered to the Registrar under any provision of—
        (a) these Regulations, or
        (b) the Insolvency Regulations 2015.
        (2) The Board may make rules applying all or any of the listed provisions, with or without modifications, in relation to documents delivered to the Registrar under any other law or regulation applicable in the Abu Dhabi Global Market.
        (3) The provisions are—

        section 977 (documents to be drawn up and delivered in English),

        section 978 (documents that may be drawn up and delivered in other languages),

        section 979 (certified translations).

      • 977. Documents to be drawn up and delivered in English

        (1) The general rule is that all documents required to be delivered to the Registrar must be drawn up and delivered in English.
        (2) This is subject to section 978 (documents that may be drawn up and delivered in other languages).

      • 978. Documents that may be drawn up and delivered in other languages

        (1) Documents to which this section applies may be drawn up and delivered to the Registrar in a language other than English, but when delivered to the Registrar they must be accompanied by a certified translation into English.
        (2) This section applies to—
        (a) agreements required to be forwarded to the Registrar under Chapter 3 of Part 3 (agreements affecting the company's constitution),
        (b) documents required to be delivered under section 394(2)(f) (company included in accounts of larger group: required to deliver copy of group accounts),
        (c) certified copies delivered under Part 24 (company charges),
        (d) documents of any other description specified in rules made by the Board.

      • 979. Certified translations

        (1) In this Part a "certified translation" means a translation certified to be a correct translation.
        (2) In the case of any discrepancy between the original language version of a document and a certified translation—
        (a) the company may not rely on the translation as against a third party, but
        (b) a third party may rely on the translation unless the company shows that the third party had knowledge of the original.
        (3) A "third party" means a person other than the company or the Registrar.

    • Language requirements: transliteration

      • 980. Transliteration of names and addresses: permitted characters

        (1) Names and addresses in a document delivered to the Registrar must contain only letters, characters and symbols (including accents and other diacritical marks) that are permitted.
        (2) The Registrar may make rules —
        (a) as to the letters, characters and symbols (including accents and other diacritical marks) that are permitted, and
        (b) permitting or requiring the delivery of documents in which names and addresses have not been transliterated into a permitted form.

      • 981. Transliteration of names and addresses: voluntary transliteration into Roman characters

        (1) Where a name or address is or has been delivered to the Registrar in a permitted form using Arabic, or another form other than Roman characters, the company (or other body) to which the document relates shall deliver to the Registrar a transliteration into Roman characters.
        (2) The power of the Registrar to impose requirements as to the form and manner of delivery includes power to impose requirements as to the identification of the original document and the delivery of the transliteration in a form and manner enabling it to be associated with the original.

      • 982. Transliteration of names and addresses: certification

        The Registrar may require the certification of transliterations and prescribe the form of certification.

    • Supplementary provisions

      • 983. Registrar's requirements as to certification or verification

        (1) Where a document required or authorised to be delivered to the Registrar under any applicable law or regulation is required—
        (a) to be certified as an accurate translation or transliteration, or
        (b) to be certified as a correct copy or verified,
        the Registrar may impose requirements as to the person, or description of person, by whom the certificate or verification is to be given.
        (2) The power conferred by section 942 (Registrar's requirements as to form, authentication and manner of delivery) is exercisable in relation to the certificate or verification as if it were a separate document.
        (3) Requirements imposed under this section must not be inconsistent with requirements imposed by any law or regulation applicable in the Abu Dhabi Global Market with respect to the certification or verification of the document concerned.

      • 984. General false statement contravention

        (1) It is a contravention of these Regulations for a person knowingly or recklessly—
        (a) to deliver or cause to be delivered to the Registrar, for any purpose of these Regulations, a document, or
        (b) to make to the Registrar, for any such purpose, a statement,
        that is misleading, false or deceptive in a material particular.
        (2) A person who commits the contravention referred to in subsection (1) is liable to a fine of up to level 7.

      • 985. Enforcement of company's filing obligations

        (1) This section applies where a company has made default in complying with any obligation under these Regulations—
        (a) to deliver a document to the Registrar, or
        (b) to give notice to the Registrar of any matter.
        (2) The Registrar, or any member or creditor of the company, may give notice to the company requiring it to comply with the obligation.
        (3) If the company fails to make good the default within 14 days after service of the notice, the Registrar, or any member or creditor of the company, may apply to the Court for an order directing the company, and any specified officer of it, to make good the default within a specified time.
        (4) The Court's order may provide that all costs of or incidental to the application are to be borne by the company or by any officers of it responsible for the default.
        (5) This section does not affect the operation of any law or regulation applicable in the Abu Dhabi Global Market imposing a fine for the default.

      • 986. Application of provisions about documents and delivery

        (1) In this Part—
        (a) "document" means information recorded in any form, and
        (b) references to delivering a document include forwarding, lodging, registering, sending, producing or submitting it or (in the case of a notice) giving it.
        (2) Except as otherwise provided, this Part applies in relation to the supply to the Registrar of information otherwise than in documentary form as it applies in relation to the delivery of a document.

      • 987. Supplementary provisions relating to electronic communications

        (1) Registrar's rules may require a company (or other body) to give any necessary consents to the use of electronic means for communications by the Registrar to the company (or other body) as a condition of making use of any facility to deliver material to the Registrar by electronic means.
        (2) A document that is required to be signed or certified (including under section 965) or otherwise authenticated by the Registrar shall, if sent by electronic means, be authenticated in such manner as may be specified by Registrar's rules.

      • 988. Alternative to publication on website

        (1) Notices that would otherwise need to be published by the Registrar on its website may instead be published by such means as may from time to time be approved by the Registrar in accordance with rules made by the Board.
        (2) The Board may make rules as to what alternative means may be approved.
        (3) The rules may, in particular—
        (a) require the use of other electronic means,
        (b) require the same means to be used for all notices or for all notices of specified descriptions, and
        (c) impose conditions as to the manner in which access to the notices is to be made available.
        (4) Before starting to publish notices by means approved under this section the Registrar must publish at least one notice to that effect on its website.
        (5) Nothing in this section prevents the Registrar from giving public notice both on its website and by means approved under this section. In that case, the requirement of public notice is met when notice is first given by either means.

      • 989. Registrar's rules

        (1) Where any provision of this Part enables the Registrar to make provision, or impose requirements, as to any matter, the Registrar may make such provision or impose such requirements by means of rules under this section. This is without prejudice to the making of such provision or the imposing of such requirements by other means.
        (2) Registrar's rules—
        (a) may make different provision for different cases, and
        (b) may allow the Registrar to disapply or modify any of the rules.
        (3) The Registrar must—
        (a) publicise the rules in a manner appropriate to bring them to the notice of persons affected by them, and
        (b) make copies of the rules available to the public (in hard copy or electronic form).