• PART 33 PART 33 COMPANIES: COMPANY RECORDS AND SUPPLEMENTARY PROVISIONS

    • Company records

      • 994. Meaning of "company records"

        In this Part "company records" means—

        (a) any register, index, accounting records, agreement, memorandum, minutes or other document required by these Regulations to be kept by a company, and
        (b) any register kept by a company of its debenture holders.

      • 995. Form of company records

        (1) Company records—
        (a) may be kept in hard copy or electronic form, and
        (b) may be arranged in such manner as the directors of the company think fit,
        provided the information in question is adequately recorded for future reference.
        (2) Where the records are kept in electronic form, they must be capable of being reproduced in hard copy form.
        (3) If a company fails to comply with this section, a contravention of these Regulations is committed by every officer of the company who is in default.
        (4) A person who commits the contravention referred to in subsection (3) is liable to a level 2 fine.

      • 996. Rules about where certain company records to be kept available for inspection

        (1) The Board may make rules specifying places other than a company's registered office at which company records required to be kept available for inspection under a relevant provision may be so kept in compliance with that provision.
        (2) The "relevant provisions" are—

        section 118 (register of members),

        section 156 (register of directors' residential addresses),

        section 292 (register of secretaries),

        section 215 (directors' service contracts),

        section 223 (directors' indemnities),

        section 360 (records of resolutions etc),

        section 642 (contracts relating to purchase of own shares),

        section 660 (documents relating to redemption or purchase of own shares out of capital by private company),

        section 682 (register of debenture holders),

        section 737 (report to members of outcome of investigation by public company into interests in its shares),

        section 740 (register of interests in shares disclosed to public company),

        section 798 (instruments creating charges).
        (3) The rules may specify a place by reference to the company's principal place of business, the place at which the company keeps any other records available for inspection or in any other way.
        (4) The rules may provide that a company does not comply with a relevant provision by keeping company records available for inspection at a place specified in the rules unless conditions specified in the rules are met.
        (5) The rules—
        (a) need not specify a place in relation to each relevant provision,
        (b) may specify more than one place in relation to a relevant provision.
        (6) A requirement under a relevant provision to keep company records available for inspection is not complied with by keeping them available for inspection at a place specified in the rules unless all the company's records subject to the requirement are kept there.

      • 997. Regulations about inspection of records and provision of copies

        (1) The Board may make rules as to the obligations of a company that is required by any provision of these Regulations—
        (a) to keep available for inspection any company records, or
        (b) to provide copies of any company records.
        (2) A company that fails to comply with the rules is treated as having refused inspection or, as the case may be, having failed to provide a copy.
        (3) The rules may—
        (a) make provision as to the time, duration and manner of inspection, including the circumstances in which and extent to which the copying of information is permitted in the course of inspection, and
        (b) define what may be required of the company as regards the nature, extent and manner of extracting or presenting any information for the purposes of inspection or the provision of copies.
        (4) Where there is power to charge a fee, the rules may make provision as to the amount of the fee and the basis of its calculation.
        (5) Nothing in any provision of these Regulations or in the rules shall be read as preventing a company—
        (a) from affording more extensive facilities than are required by the rules, or
        (b) where a fee may be charged, from charging a lesser fee than that prescribed or none at all.

      • 998. Duty to take precautions against falsification

        (1) Adequate precautions must be taken by companies—
        (a) to guard against falsification of company records, and
        (b) to facilitate the discovery of falsification of company records.
        (2) If a company fails to comply with this section, a contravention of these Regulations is committed by every officer of the company who is in default.
        (3) A person who commits the contravention referred to in subsection (2) under this section is liable to a level 2 fine.
        (4) This section does not apply to the documents required to be kept under—
        (a) section 215 (copy of director's service contract or memorandum of its terms), or
        (b) section 223 (qualifying indemnity provision).

    • Service addresses

      • 999. Service of documents on company

        (1) A document may be served on a company registered under these Regulations by leaving it at, or sending it by post to, the company's registered office.
        (2) For the purposes of this section a person's "registered address" means any address for the time being shown as a current address in relation to that person in the part of the register available for public inspection.
        (3) Further provision as to service and other matters is made in the company communications provisions (see section 1003).

      • 1000. Service of documents on directors, secretaries and others

        (1) A document may be served on a person to whom this section applies if it is—
        (a) delivered to him in person, or
        (b) left at his residential or service address, or
        (c) sent by post to him at his service address.
        (2) This section applies to a director, secretary or registered agent of a company.
        (3) This section applies whatever the purpose of the document in question.

        It is not restricted to service for purposes arising out of or in connection with the appointment or position mentioned in subsection (2) or in connection with the company concerned.
        (4) For the purposes of subsection (3)(c), service (whether the expression "serve" or the expression "give" or "send" or any other expression is used) of documents by post is, unless the contrary intention appears, deemed to be effected by properly addressing, pre-paying and posting a letter containing the document and, unless the contrary is proved, effected at the time at which the letter would be delivered in the ordinary course of post and, as it applies in relation to that subsection, the proper address of a person is—
        (a) in the case of a firm incorporated or formed in the Abu Dhabi Global Market, its registered or principal office, or the registered office of its registered agent
        (b) in the case of a firm incorporated or formed outside the Abu Dhabi Global Market —
        (i) if it has a place of business in the Abu Dhabi Global Market, its principal office in the Abu Dhabi Global Market, or
        (ii) if it does not have a place of business in the Abu Dhabi Global Market, its registered or principal office,
        (c) in the case of an individual, his last known address.
        (5) In the case of a creditor of the company a document is treated as given to him if it is left or sent by post to him—
        (a) at the place of business of his with which the company has had dealings by virtue of which he is a creditor of the company, or
        (b) if there is more than one such place of business, at each of them.
        (6) Further provision as to service and other matters is made in the company communications provisions (see section 1003).
        (7) Nothing in this section shall be read as affecting any applicable law, regulation, or rule of law under which permission is required for service out of the jurisdiction.

      • 1001. Service addresses

        (1) In these Regulations a "service address", in relation to a person, means a post box or other address at which documents may be effectively served on that person by a postal service operating in the United Arab Emirates.

      • 1002. Requirement to give service address

        Any obligation under these Regulations to give a person's address is, unless otherwise expressly provided, to give a service address for that person.

    • Sending or supplying documents or information

      • 1003. The company communications provisions

        (1) The provisions of sections 1004 to 1008 and Schedules 4 and 5 ("the company communications provisions") have effect for the purposes of any provision of these Regulations that authorises or requires documents or information to be sent or supplied by or to a company.
        (2) The company communications provisions have effect subject to any requirements imposed, or contrary provision made, by or under any law or regulation applicable in the Abu Dhabi Global Market.
        (3) In particular, in their application in relation to documents or information to be sent or supplied to the Registrar, they have effect subject to the provisions of Part 36.
        (4) For the purposes of subsection (2), provision is not to be regarded as contrary to the company communications provisions by reason only of the fact that it expressly authorises a document or information to be sent or supplied in hard copy form, in electronic form or by means of a website.

      • 1004. Sending or supplying documents or information

        (1) Documents or information to be sent or supplied to a company must be sent or supplied in accordance with the provisions of Schedule 4.
        (2) Documents or information to be sent or supplied by a company must be sent or supplied in accordance with the provisions of Schedule 5.
        (3) The provisions referred to in subsection (2) apply (and those referred to in subsection (1) do not apply) in relation to documents or information that are to be sent or supplied by one company to another.

      • 1005. Right to hard copy version

        (1) Where a member of a company or a holder of a company's debentures has received a document or information from the company otherwise than in hard copy form, he is entitled to require the company to send him a version of the document or information in hard copy form.
        (2) The company must send the document or information in hard copy form within 21 days of receipt of the request from the member or debenture holder.
        (3) The company may not make a charge for providing the document or information in that form.
        (4) If a company fails to comply with this section, a contravention of these Regulations is committed by the company and every officer of it who is in default.
        (5) A person who commits the contravention referred to in subsection (4) is liable to a level 2 fine.

      • 1006. Requirement of authentication

        (1) This section applies in relation to the authentication of a document or information sent or supplied by a person to a company.
        (2) A document or information sent or supplied in hard copy form is sufficiently authenticated if it is signed by the person sending or supplying it.
        (3) A document or information sent or supplied in electronic form is sufficiently authenticated—
        (a) if the identity of the sender is confirmed in a manner specified by the company, or
        (b) where no such manner has been specified by the company, if the communication contains or is accompanied by a statement of the identity of the sender and the company has no reason to doubt the truth of that statement.
        (4) Where a document or information is sent or supplied by one person on behalf of another, nothing in this section affects any provision of the company's articles under which the company may require reasonable evidence of the authority of the former to act on behalf of the latter.

      • 1007. Deemed delivery of documents and information

        (1) This section applies in relation to documents and information sent or supplied by a company.
        (2) Where—
        (a) the document or information is sent by post (whether in hard copy or electronic form) to an address in the Abu Dhabi Global Market, and
        (b) the company is able to show that it was properly addressed, prepaid and posted,
        it is deemed to have been received by the intended recipient 48 hours after it was posted.
        (3) Where—
        (a) the document or information is sent or supplied by electronic means, and
        (b) the company is able to show that it was properly addressed,
        it is deemed to have been received by the intended recipient 48 hours after it was sent.
        (4) Where the document or information is sent or supplied by means of a website, it is deemed to have been received by the intended recipient—
        (a) when the material was first made available on the website, or
        (b) if later, when the recipient received (or is deemed to have received) notice of the fact that the material was available on the website.
        (5) In calculating a period of hours for the purposes of this section, no account shall be taken of any part of a day that is not a working day.
        (6) This section has effect subject to—
        (a) in its application to documents or information sent or supplied by a company to its members, any contrary provision of the company's articles,
        (b) in its application to documents or information sent or supplied by a company to its debentures holders, any contrary provision in the instrument constituting the debentures,
        (c) in its application to documents or information sent or supplied by a company to a person otherwise than in his capacity as a member or debenture holder, any contrary provision in an agreement between the company and that person.

      • 1008. Interpretation of company communications provisions

        (1) In the company communications provisions-

        "address" includes a number or address used for the purposes of sending or receiving documents or information by electronic means,

        "company" includes any body corporate,

        "document" includes summons, notice, order or other legal process and registers.
        (2) References in the company communications provisions to provisions of these Regulations authorising or requiring a document or information to be sent or supplied include all such provisions, whatever expression is used, and references to documents or information being sent or supplied shall be construed accordingly.
        (3) References in the company communications provisions to documents or information being sent or supplied by or to a company include references to documents or information being sent or supplied by or to the directors of a company acting on behalf of the company.

    • Requirements as to independent valuation

      • 1009. Application of valuation requirements

        The provisions of sections 1013 to 1016 apply to the valuation and report required by—

        (a) section 558 (allotment of shares of public company in consideration of non-cash asset),
        (b) section 564 (transfer of non-cash asset to public company).

      • 1010. Valuation by qualified independent person

        (1) The valuation and report must be made by a person ("the valuer") who—
        (a) is eligible for appointment as an auditor (see Part 37), and
        (b) meets the independence requirement in section 1011.
        (2) However, where it appears to the valuer to be reasonable for the valuation of the consideration, or part of it, to be made by (or for him to accept a valuation made by) another person who—
        (a) appears to him to have the requisite knowledge and experience to value the consideration or that part of it, and
        (b) is not an officer or employee of—
        (i) the company, or
        (ii) any other body corporate that is that company's subsidiary or holding company or a subsidiary of that company's holding company,
        or a partner of or employed by any such officer or employee,
        he may arrange for or accept such a valuation, together with a report which will enable him to make his own report under this section.
        (3) The references in subsection (2)(b) to an officer or employee do not include an auditor.
        (4) Where the consideration or part of it is valued by a person other than the valuer himself, the latter's report must state that fact and shall also—
        (a) state the former's name and what knowledge and experience he has to carry out the valuation, and
        (b) describe so much of the consideration as was valued by the other person, and the method used to value it, and specify the date of that valuation.

      • 1011. The independence requirement

        (1) A person meets the independence requirement for the purposes of section 1010 only if—
        (a) he is not—
        (i) an officer or employee of the company, or
        (ii) a partner or employee of such a person, or a partnership of which such a person is a partner,
        (b) he is not—
        (i) an officer or employee of an associated undertaking of the company, or
        (ii) a partner or employee of such a person, or a partnership of which such a person is a partner, and
        (c) there does not exist between—
        (i) the person or an associate of his, and
        (ii) the company or an associated undertaking of the company,
        a connection of any such description as may be specified by rules made by the Board.
        (2) An auditor of the company is not regarded as an officer or employee of the company for this purpose.
        (3) In this section—

        "associated undertaking" means—
        (a) a parent undertaking or subsidiary undertaking of the company, or
        (b) a subsidiary undertaking of a parent undertaking of the company, and
        "associate" has the meaning given by section 1012.

      • 1012. Meaning of "associate"

        (1) This section defines "associate" for the purposes of section 1011 (valuation: independence requirement).
        (2) In relation to an individual, "associate" means—
        (a) that individual's spouse or minor child or step-child,
        (b) any body corporate of which that individual is a director, and
        (c) any employee or partner of that individual.
        (3) In relation to a body corporate, "associate" means—
        (a) any body corporate of which that body is a director,
        (b) any body corporate in the same group as that body, and
        (c) any employee or partner of that body or of any body corporate in the same group.
        (4) In relation to a partnership that is a legal person under the law by which it is governed, "associate" means—
        (a) any body corporate of which that partnership is a director,
        (b) any employee of or partner in that partnership, and
        (c) any person who is an associate of a partner in that partnership.
        (5) In relation to a partnership that is not a legal person under the law by which it is governed, "associate" means any person who is an associate of any of the partners.

      • 1013. Valuer entitled to full disclosure

        (1) A person carrying out a valuation or making a report with respect to any consideration proposed to be accepted or given by a company, is entitled to require from the officers of the company such information and explanation as he thinks necessary to enable him to—
        (a) carry out the valuation or make the report, and
        (b) provide any note required by section 553(3) or 557 (3) (note required where valuation carried out by another person).
        (2) A person who knowingly or recklessly makes a statement to which this subsection applies that is misleading, false or deceptive in a material particular commits a contravention of these Regulations.
        (3) Subsection (2) applies to a statement—
        (a) made (whether orally or in writing) to a person carrying out a valuation or making a report, and
        (b) conveying or purporting to convey any information or explanation which that person requires, or is entitled to require, under subsection (1).
        (4) A person who commits the contravention referred to in subsection (2) is liable to a level 2 fine.

    • Courts and legal proceedings

      • 1014. Power of Court to grant relief in certain cases

        (1) If in proceedings for negligence, default, breach of duty or breach of trust against—
        (a) an officer of a company, or
        (b) a person employed by a company as auditor (whether he is or is not an officer of the company),
        it appears to the Court hearing the case that the officer or person is or may be liable but that he acted honestly and reasonably, and that having regard to all the circumstances of the case (including those connected with his appointment) he ought fairly to be excused, the Court may relieve him, either wholly or in part, from his liability on such terms as it thinks fit.
        (2) If any such officer or person has reason to apprehend that a claim will or might be made against him in respect of negligence, default, breach of duty or breach of trust—
        (a) he may apply to the Court for relief, and
        (b) the Court has the same power to relieve him as it would have had if it had been a Court before which proceedings against him for negligence, default, breach of duty or breach of trust had been brought.