• PART 34 PART 34 COMPANIES: INTERPRETATION

    • Meaning of "subsidiary" and related expressions

      • 1015. Meaning of "subsidiary" etc.

        (1) A company is a "subsidiary" of another company, its "holding company", if that other company—
        (a) holds a majority of the voting rights in it, or
        (b) is a member of it and has the right to appoint or remove a majority of its board of directors, or
        (c) is a member of it and controls alone, pursuant to an agreement with other members, a majority of the voting rights in it,
        or if it is a subsidiary of a company that is itself a subsidiary of that other company.
        (2) For the purposes of subsection (2) an undertaking shall be treated as a member of another undertaking—
        (a) if any of its subsidiary undertakings is a member of that undertaking, or
        (b) if any shares in that other undertaking are held by a person acting on behalf of the undertaking or any of its subsidiary undertakings.
        (3) A company is a "wholly-owned subsidiary" of another company if it has no members except that other and that other's wholly-owned subsidiaries or persons acting on behalf of that other or its wholly-owned subsidiaries.
        (4) Schedule 6 contains provisions explaining expressions used in this section and otherwise supplementing this section.
        (5) In this section and that Schedule "company" includes any body corporate.

      • 1016. Meaning of "subsidiary" etc: power to amend

        (1) The Board may make rules amending the provisions of section 1015 (meaning of "subsidiary" etc) and Schedule 6 (meaning of "subsidiary" etc: supplementary provisions) so as to alter the meaning of the expressions "subsidiary", "holding company" or "wholly-owned subsidiary".

    • Meaning of "undertaking" and related expressions

      • 1017. Meaning of "undertaking" and related expressions

        (1) In these Regulations "undertaking" means—
        (a) a body corporate or partnership, or
        (b) an unincorporated association carrying on a trade or business, with or without a view to profit.
        (2) In these Regulations references to shares—
        (a) in relation to an undertaking with capital but no share capital, are to rights to share in the capital of the undertaking, and
        (b) in relation to an undertaking without capital, are to interests—
        (i) conferring any right to share in the profits or liability to contribute to the losses of the undertaking, or
        (ii) giving rise to an obligation to contribute to the debts or expenses of the undertaking in the event of a winding up.
        (3) Other expressions appropriate to companies shall be construed, in relation to an undertaking which is not a company, as references to the corresponding persons, officers, documents or organs, as the case may be, appropriate to undertakings of that description.

        This is subject to provision in any specific context providing for the translation of such expressions.
        (4) References in these Regulations to "fellow subsidiary undertakings" are to undertakings which are subsidiary undertakings of the same parent undertaking but are not parent undertakings or subsidiary undertakings of each other.
        (5) In these Regulations "group undertaking", in relation to an undertaking, means an undertaking which is—
        (a) a parent undertaking or subsidiary undertaking of that undertaking, or
        (b) a subsidiary undertaking of any parent undertaking of that undertaking.

      • 1018. Parent and subsidiary undertakings

        (1) This section (together with Schedule 7) defines "parent undertaking" and "subsidiary undertaking" for the purposes of these Regulations.
        (2) An undertaking is a parent undertaking in relation to another undertaking, a subsidiary undertaking, if—
        (a) it holds a majority of the voting rights in the undertaking, or
        (b) it is a member of the undertaking and has the right to appoint or remove a majority of its board of directors, or
        (c) it has the right to exercise a dominant influence over the undertaking—
        (i) by virtue of provisions contained in the undertaking's articles, or
        (ii) by virtue of a control contract, or
        (d) it is a member of the undertaking and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in the undertaking.
        (3) For the purposes of subsection (2) an undertaking shall be treated as a member of another undertaking—
        (a) if any of its subsidiary undertakings is a member of that undertaking, or
        (b) if any shares in that other undertaking are held by a person acting on behalf of the undertaking or any of its subsidiary undertakings.
        (4) An undertaking is also a parent undertaking in relation to another undertaking, a subsidiary undertaking, if—
        (a) it has the power to exercise, or actually exercises, dominant influence or control over it, or
        (b) it and the subsidiary undertaking are managed on a unified basis.
        (5) A parent undertaking shall be treated as the parent undertaking of undertakings in relation to which any of its subsidiary undertakings are, or are to be treated as, parent undertakings, and references to its subsidiary undertakings shall be construed accordingly.
        (6) Schedule 7 contains provisions explaining expressions used in this section and otherwise supplementing this section.
        (7) In this section and that Schedule references to shares, in relation to an undertaking, are to allotted shares.

    • Other definitions

      • 1019. "Non-cash asset"

        (1) In these Regulations "non-cash asset" means any property or interest in property, other than cash.

        For this purpose "cash" includes (without limitation) currency other than United Arab Emirates Dirhams.
        (2) A reference to the transfer or acquisition of a non-cash asset includes—
        (a) the creation or extinction of an estate or interest in, or a right over, any property, and
        (b) the discharge of a liability of any person, other than a liability for a liquidated sum.

      • 1020. Meaning of "banking company" and "banking group"

        (1) This section defines "banking company" and "banking group" for the purposes of these Regulations.
        (2) "Banking company" means a person who has permission under the laws or regulations applicable in the Abu Dhabi Global Market to accept deposits, other than a person who is not a company,
        (3) References to a banking group are to a group where the parent company is a banking company or where—
        (a) the parent company's principal subsidiary undertakings are wholly or mainly credit institutions, and
        (b) the parent company does not itself carry on any material business apart from the acquisition, management and disposal of interests in subsidiary undertakings.
        "Group" here means a parent undertaking and its subsidiary undertakings.
        (4) For the purposes of subsection (4)—
        (a) a parent company's principal subsidiary undertakings are the subsidiary undertakings of the company whose results or financial position would principally affect the figures shown in the group accounts, and
        (b) the management of interests in subsidiary undertakings includes the provision of services to such undertakings.

      • 1021. "Employees' share scheme"

        For the purposes of these Regulations an employees' share scheme is a scheme for encouraging or facilitating the holding of shares in or debentures of a company by or for the benefit of—

        (a) the bonafide employees or former employees of—
        (i) the company,
        (ii) any subsidiary of the company, or
        (iii) the company's holding company or any subsidiary of the company's holding company, or
        (b) the spouses, surviving spouses, or minor children or step-children of such employees or former employees.

      • 1022. Meaning of "prescribed"

        Unless the context dictates otherwise, in these Regulations "prescribed" means prescribed by the Board or the Registrar, as the context dictates.

      • 1023. Hard copy and electronic form and related expressions

        (1) The following provisions apply for the purposes of these Regulations.
        (2) A document or information is sent or supplied in hard copy form if it is sent or supplied in a paper copy or similar form capable of being read. References to hard copy have a corresponding meaning.
        (3) A document or information is sent or supplied in electronic form if it is sent or supplied—
        (a) by electronic means (for example, by e-mail or fax), or
        (b) by any other means while in an electronic form (for example, sending a disk by post).
        References to electronic copy have a corresponding meaning.
        (4) A document or information is sent or supplied by electronic means if it is—
        (a) sent initially and received at its destination by means of electronic equipment for the processing (which expression includes digital compression) or storage of data, and
        (b) entirely transmitted, conveyed and received by wire, by radio, by optical means or by other electromagnetic means.
        References to electronic means have a corresponding meaning.
        (5) A document or information authorised or required to be sent or supplied in electronic form must be sent or supplied in a form, and by a means, that the sender or supplier reasonably considers will enable the recipient—
        (a) to read it, and
        (b) to retain a copy of it.
        (6) For the purposes of this section, a document or information can be read only if—
        (a) it can be read with the naked eye, or
        (b) to the extent that it consists of images (for example photographs, pictures, maps, plans or drawings), it can be seen with the naked eye.
        (7) The provisions of this section apply whether the provision of these Regulations in question uses the words "sent" or "supplied" or uses other words (such as "deliver", "provide", "produce" or, in the case of a notice, "give") to refer to the sending or supplying of a document or information.

      • 1024. Dormant companies

        (1) For the purposes of these Regulations a company is "dormant" during any period in which it has no significant accounting transaction.
        (2) A "significant accounting transaction" means a transaction that is required by section 379 to be entered in the company's accounting records.
        (3) In determining whether or when a company is dormant, there shall be disregarded—
        (a) any transaction arising from the taking of shares in the company by an initial member as a result of an undertaking of his in connection with the formation of the company,
        (b) any transaction consisting of the payment of—
        (i) a fee to the Registrar on a change of the company's name,
        (ii) a fee to the Registrar on the re-registration of the company,
        (iii) a fine under section 426 (default in filing accounts), or
        (iv) a fee to the Registrar for the registration of an annual return.
        (4) Any reference in these Regulations to a body corporate other than a company being dormant has a corresponding meaning.

      • 1025. Receiver or manager and certain related references

        (1) Any reference in these Regulations to a receiver or manager of the property of a company, or to a receiver of it, includes a receiver or manager or (as the case may be) a receiver of part only of that property and a receiver only of the income arising from the property or from part of it.
        (2) Any reference in these Regulations to the appointment of a receiver or manager under powers contained in an instrument includes an appointment made under powers that by virtue of any law or regulation applicable in the Abu Dhabi Global Market are implied in and have effect as if contained in an instrument.

      • 1026. Meaning of "contributory"

        (1) In these Regulations "contributory" means every person liable to contribute to the assets of a company in the event of its being wound up.
        (2) For the purposes of all proceedings for determining, and all proceedings prior to the final determination of, the persons who are to be deemed contributories, the expression includes any person alleged to be a contributory.
        (3) The reference in subsection (1) to persons liable to contribute to the assets does not include a person so liable by virtue of a declaration by the Court under—
        (a) section 251 (fraudulent trading) of the Insolvency Regulations 2015, or
        (b) section 252 (wrongful trading) of the Insolvency Regulations 2015.

    • General

      • 1027. References to requirements of these Regulations

        References in the company law provisions of these Regulations to the requirements of these Regulations include the requirements of rules made under them.

      • 1028. Minor definitions: general

        (1) In these Regulations—

        "body corporate" and "corporation" include a body incorporated other than under these Regulations, but do not include—
        (a) a corporation sole, or
        (b) a partnership that, whether or not a legal person, is not regarded as a body corporate under the law by which it is governed,
        "conditional sale agreement" means an agreement for the sale of goods or land under which the purchase price or part of it is payable by instalments, and the property in the goods or land is to remain in the seller (notwithstanding that the buyer is to be in possession of the goods or land) until such conditions as to the payment of instalments or otherwise as may be specified in the agreement are fulfilled,

        "firm" means any entity, whether or not a legal person, that is not an individual and includes a body corporate, a corporation sole and a partnership or other unincorporated association,

        "hire-purchase agreement" means an agreement, other than a conditional sale agreement, under which—
        (a) goods are bailed in return for periodical payments by the person to whom they are bailed, and
        (b) the property in the goods will pass to that person if the terms of the agreement are complied with and one or more of the following occurs—
        (i) the exercise of an option to purchase by that person,
        (ii) the doing of any other specified act by any party to the agreement,
        (iii) the happening of any other specified event;
        "non-ADGM company" means a body corporate not formed or registered under these Regulations.

        "officer", in relation to a body corporate, includes a director, manager or secretary,

        "parent company" means a company that is a parent undertaking (see section 1018 and Schedule 7), and

        "working day", in relation to a company, means every day except Friday, Saturday and public holidays in the United Arab Emirates.

      • 1029. Index of defined expressions

        Schedule 3 contains an index of provisions defining or otherwise explaining expressions used in these Regulations.