• Companies Regulations (Paper Form) Rules 2015

    • PART 1 PART 1 GENERAL INTRODUCTORY PROVISIONS

      • 1. Commencement, citation and interpretation

        (1) These Rules may be cited as the Companies Regulations (Paper Form) Rules 2015. 
        (2) These Rules shall come into force on the date of their publication. 
        (3) In these Rules, the “Companies Regulations” means the Companies Regulations 2015. 
        (4) Defined terms used in these Rules and their meanings are contained in Schedule 1
        (5) Unless the context otherwise requires- 
        (a) references to sections are to sections of the Companies Regulations; 
        (b) a reference to a ‟Rule” or ‟Rules” is a reference to these rules and a reference to a numbered rule, Part or Schedule is to the rule, Part or Schedule; 
        (c) words in the singular include the plural and vice versa and a reference to a gender includes a reference to all genders. 
        (6) Material or information referred to in these Rules as being specified, prescribed or described as accessible or available on or through the website is included in and forms part of these Rules.

      • 2. Application

        The rules apply to the documents delivered to the Registrar in paper form including all prescribed forms that are not delivered through Electronic Filing.

    • PART 2 PART 2 MANNER OF DELIVERY AND RECEIPT

      • 3. Delivery in paper form

        Any document required to be delivered to the Registrar under the Companies Regulations, including prescribed forms, may be delivered to the Registrar in paper form.

      • 4. Delivery and receipt

        (1) A document can be delivered in proper form to the Registrar by courier, or by hand to the Registrar's office.
        (2) A document in paper form is to be regarded as received by the Registrar when it is handed over at the reception desk of the Registrar's [registered]/[head] office at [insert address]. [Note: Please clarify locations of the Registrar's head office]
        (3) [Principles on confirmation of receipt to be added? Stamp by Registrar?]

    • PART 3 PART 3 FORM AND AUTHENTICATION OF DOCUMENTS RELATING TO A COMPANY

      • Chapter 1 Chapter 1 Application

        • 4. Application and interpretation of Part

          (1) This Part imposes requirements as to the form and authentication of documents delivered under these Rules.
          (2) This Part applies to specified documents delivered to the Registrar which relate to a company and this Part shall be construed accordingly. It does not impose requirements on certified or verified copies or translations.
          (3) For a replacement document, Part 6 imposes requirements that are in addition to the requirements imposed by this Part.

      • Chapter 2 Chapter 2 Documents in prescribed form delivered under the Companies Regulations

        • 6. Application of Chapter

          This Chapter imposes requirements as to the use of a prescribed form for documents delivered to the Registrar under the Companies Regulations.

        • 7. Prescribed forms

          (1) Prescribed forms are to be used for documents delivered to the Registrar where so required under the legislative provisions which are referred to on those forms.
          (2) A list of all prescribed forms can be found [on the website of the Registrar at [insert address]]. [Note to ADGM — depending on timing, will a list of the prescribed forms be on the website in time, or attached as a schedule here? ADGM to update on progress of prescribed forms.]

        • 8. Continuation forms

          When in the circumstances indicated on a prescribed form the information to be inserted in that prescribed form is to be continued, the information to be continued is to be inserted on the appropriate continuation form as indicated on the website of the Registrar at [insert address].

        • 9. Use of black ink for text inserted in a prescribed form

          Text inserted in a prescribed form must be in black typescript or handwritten in black ink.

        • 10. Signature

          A prescribed form must be signed by the person or persons indicated on the form. The signature must be applied to the prescribed form where indicated on the form.

      • Chapter 3 Chapter 3 Non-prescribed form documents delivered under the Companies Regulations

        • 11. Application of Chapter

          This Chapter applies to a non-prescribed form document delivered to the Registrar under the Companies Regulations.

        • 12. White paper and black ink

          (1) Except as provided in paragraph (2), a document to which this Chapter applies must be on white paper and the text of the document must be in black typescript or handwritten in black ink.
          (2) This rule does not apply to the following documents —
           
          Description of document(s) Section of the regulation under which the document is delivered to the Registrar
          Court order or direction
          Court order (but not the copy of the court order delivered under section 592 of the Companies Regulations) (reduction of share capital) [•]
          Direction from the court dispensing with the need for a statement by the creditor [•]
          Charge documents
          Instrument by which charge is created or evidenced [•]
          Deed containing the charge or one of the debentures of the series [•]
          Copy of the deed containing the charge or of one of the debentures of the series [•]
          Documents relating to disclosure of addresses
          Evidence relating to an application under section 229(4) of the Companies Regulations Regulation [•] of the Address Regulations
          Notification that a person wishes a decision under section 229 to cease to apply Regulation [•] of the Address Regulations
          Representations as to why a revocation decision should not be made Regulation [•] of the Address Regulations
          Evidence relating to an application under section 964 of the Companies Regulations Regulation [•] of the Address Regulations
          (3) A non-prescribed form document submitted to the Registrar must contain the name and registered number of the company to which the document relates, unless it is in the table of documents listed above at paragraph (2).
          (4) The documents in the table at paragraph (2) should be submitted in their original form, with appropriate certified or verified copies as required by the Companies Regulations.

        • 13. Signature

          (1) Subject to paragraph (2), a non-prescribed form document submitted to the Registrar must be signed in a prominent position by a director, secretary or other person authorised by the company (in which case evidence of such authorisation should be presented to the Registrar with the document submitted), save where the Companies Regulations specify a particular signatory.
          (2) A document which is specified in the following table must be signed by a person or persons specified for that document in the table. The signature must be applied to the document in a prominent position unless otherwise specified in the last column of the table.
           
          Description of document Section of the Companies Regulations under which the document is delivered to the Registrar Person or persons who must sign Location of signature
          Accounts and related documents
          Copy of balance sheet Section 80(2)(c) Director At end of balance sheet
          Copy of balance sheet, abbreviated accounts or annual accounts Section 417(1) Director At end of balance sheet
          Copy of annual accounts Section 444(2) Director At end of balance sheet
          Interim accounts Section 767(6) Director At end of balance sheet
          Initial accounts Section 768(7) Director At end of balance sheet
          Documents relating to disclosure of addresses
          Notification that a person wishes a decision under section 229 to cease to apply Regulation [•] of the Address Regulations The section 229 beneficiary (as defined in the Address Regulations) or their personal representative In a prominent position on the document
          Representations from a person who is not a company as to why a revocation decision should not be made Regulation [•] of the Address Regulations The section 229 beneficiary (as defined for the purposes of Regulation [•] of the Address Regulations) or the section 964 beneficiary (as defined in the Address Regulations) In a prominent position on the document
          Statements by directors
          Statement by the directors about the solvency statement Section 587(5) All directors or a majority of the directors In a prominent position on the document
          Rectification of register
          Objection made by a company Regulation [•] of the Registrar Regulations Director, secretary, person authorised, administrator, administrative receiver, receiver manager, receiver, liquidator In a prominent position on the document
          Objection made by a person who is not a company Regulation [•] of the Registrar Regulations The person making the objection In a prominent position on the document
          (3) Notwithstanding the foregoing the following documents are required by the Companies Regulations to be authenticated by particular persons as specified by the Companies Regulations and the Registrar requires that authentication to be by way of signature —
          (a) Articles of association (delivered to the Registrar under section 6(4)(b) of the Companies Regulations); and
          (b) Form of resolution (delivered to the Registrar under section 80(2)(a) or section 86(2)(a) of the Companies Regulations).

        • 13. Print of name of signatory on some documents relating to addresses

          (1) This rule applies to the following documents delivered to the Registrar under the Address Regulations -
          (a) Notification that a person wishes a decision under section 229 of the Companies Regulations to cease to apply (delivered under rule 17 of those rules), and
          (b) Representations from a person who is not a company as to why a revocation decision should not be made (delivered under rule 17 of those rules).
          (2) The name of the person who signs a document to which this rule applies must be printed on the document. That printed name must be in black typescript or handwritten in black ink.

    • PART 4 PART 4 CERTIFIED COPIES AND VERIFIED COPIES

      • 15. Application of Part 4

        This Chapter applies to a certified copy or verified copy of an instrument or debenture delivered to the Registrar under the Companies Regulations.

      • 15. Requirements as to certification or verification

        (1) The certification or verification of a copy document which are required to be submitted to the Registrar under the Companies Regulations must be given-
        (a) (for a copy of an instrument creating or effecting a charge under Part 24 of the Companies Regulations) by a director, secretary, or duly appointed legal counsel of a person with an interest in the charge; and
        (b) (for any other copy document) by a director, secretary, permanent representative, administrator, administrative receiver, receiver manager, receiver, liquidator or duly appointed legal counsel of the company to which the copy relates.
        (2) The person giving the certificate or verification must sign at the end of the certificate or verification.

      • 17. White paper and black ink

        A copy document to which this Chapter applies must be on white paper and in black typescript or handwritten in black ink.

    • PART 5 PART 5 TRANSLATIONS

      • Chapter 1 Chapter 1 Interpretation provisions

        • 18. Definitions

          In this Part "translation" means a translation into English.

      • Chapter 2 Chapter 2 Certification of a translation

        • 18. Requirements as to certification of translation of a document

          (1) The certification of a translation as accurate must be given-
          (a) (for a translation of an instrument creating or effecting a charge under Part 24 of the Companies Regulations) by a director, secretary, or duly appointed legal counsel legal counsel of the person with an interest in the charge; and
          (b) (for any other translation) by a director, secretary, permanent representative, administrator, administrative receiver, receiver manager, receiver, liquidator or duly appointed legal counsel of the company to which the translation relates.
          (2) The certificate must be in black typescript or handwritten in black ink.
          (3) The person giving the certificate must sign at the end of the certificate.
          (4) A translation must be on white paper and the text of the translation must be in black typescript or handwritten in black ink.

    • PART 6 PART 6 REPLACEMENT DOCUMENTS

      • 19. Requirements applicable to a replacement document

        A replacement document must comply with the following-

        (a) the requirements in Part 2 (manner of delivery and receipt),
        (b) the requirements in Parts 3, 4 and 5 (as the case may be) that are applicable to that document, and
        (c) the requirements in the other paragraphs of this Part 6 (replacement covering form).

      • 21. Replacement covering form

        (1) A replacement document must be accompanied by the following information —
        (a) a description of the original document to which the replacement relates, and
        (b) the date of registration of that original document by the Registrar.
        (2) That information must be delivered to the Registrar in a replacement covering form [RP01], as set out on the website of the Registrar.
        (3) A replacement covering form must be on paper that complies with the following requirements —

        Size A4
        Colour White
        Orientation Portrait (Shorter edge across the top)
        (4) Text inserted in a replacement covering form must be in black typescript or handwritten in black ink.
        (5) A replacement covering form must contain the name and registered number of the company or other body to which the form relates except that the requirement for registered number does not apply to such a form which relates to an unregistered company. The name and registered number must be inserted in black typescript or handwritten in black ink in the name and number boxes on the replacement covering form.
        (6) A replacement covering form must be signed by one of the persons indicated on that form. The signature must be applied to the replacement covering form where indicated on the form.

    • SCHEDULE 1 Definitions And General Interpretation

      “company” has the meaning given to it in the Companies Regulations;

      “non-prescribed form document” means a document or part of a document which is not required by these rules to be delivered to the Registrar in prescribed form;

      “person authorised” means a person authorised by the directors of a company in accordance with section 287(3) or section 291 of the Companies Regulations;

      “prescribed form” means a document in the form prescribed as listed on the website of the Registrar at the following address www.adgm.com;

      “registered number” has the meaning given to it in the Companies Regulations; and

      “replacement document” means a document delivered to the Registrar which is a replacement to which section 950 of the Companies Regulations applies.

    • SCHEDULE 2 PRESCRIBED FORMS FOR DOCUMENTS RELATING TO COMPANIES DELIVERED UNDER THE REGISTRAR

      [Note: We understand that the Registrar is preparing its own prescribed forms. The following is a list of forms we expect to be included for ease of reference. It can be included as a schedule here or set out in the website of the Registrar.]

      Form Name of Form
      [•] Change of accounting reference date
      [•] Notice of resolution removing auditors from office
      [•] Application for administrative restoration to the Register
      [•] Annual Return
      [•] Notification of single alternative inspection location (SAIL)
      [•] Change of location of the company records to the single alternative inspection location (SAIL)
      [•] Change of location of the company records to the registered office
      [•] Notice of restriction on the company's articles
      [•] Notice of removal of restriction on the company's articles
      [•] Statement of compliance where amendment of articles restricted
      [•] Statement of company's objects
      [•] Change of constitution by enactment
      [•] Change of constitution by order of court or other authority
      [•] Exemption from requirement as to use of "limited" on change of name
      [•] Notice of change of name by resolution
      [•] Notice of change of name by conditional resolution
      [•] Notice confirming satisfaction of the conditional resolution for change of name
      [•] Notice of change of name by means provided for in the articles
      [•] Notice of change of name by resolution of directors
      [•] Request to seek comments of government department or other specified body on change of name
      [•] Change of registered office address
      [•] Appointment of director
      [•] Appointment of corporate director
      [•] Appointment of secretary
      [•] Appointment of corporate secretary
      [•] Termination of appointment of director
      [•] Termination of appointment of secretary
      [•] Change of director's details
      [•] Change of corporate director's details
      [•] Change of secretary's details
      [•] Change of corporate secretary's details
      [•] Striking off application by a company
      [•] Withdrawal of striking off application by a company
      [•] Application to register a company
      [•] Particulars of a charge
      [•] Particulars of a charge subject to which property or undertaking has been acquired
      [•] Particulars for the registration of a charge to secure a series of debentures
      [•] Statement of satisfaction in full or in part of a charge
      [•] Statement that part or the whole of the property charged (a) has been released from the charge (b) no longer forms part of the company's property
      [•] Statement of a company acting as a trustee
      [•] Particulars of alteration of a charge (particulars of a negative pledge)
      [•] Particulars of a charge where there is no instrument
      [•] Particulars of a charge subject to which property or undertaking has been acquired where there is no instrument
      [•] Particulars for the registration of a charge in a series of debentures where there is no instrument
      [•] Notice of appointment of administrative receiver, receiver or manager
      [•] Notice of Ceasing to act as administrative receiver, receiver or manager
      [•] Particulars of a mortgage or charge
      [•] Particulars of a charge subject to which property has been acquired
      [•] Particulars for the registration of a charge to secure a series of debentures
      [•] Particulars of an issue of secured debentures in a series
      [•] Certificate of registration of a charge comprising property situated in another UK jurisdiction
      [•] Replacement of document not meeting requirements for proper delivery
      [•] Application for rectification by the Registrar
      [•] Application by a private company for re-registration as a public company
      [•] Application by a public company for re-registration as a private limited company
      [•] Notice by the company of application to the court for cancellation of resolution for re-registration
      [•] Notice by the applicants of application to the court for cancellation of resolution for re-registration
      [•] Application by a private limited company for re-registration as an unlimited company
      [•] Application by an unlimited company for re-registration as a private limited company
      [•] Application by a restricted scope company for re-registration as a non-restricted scope company
      [•] Application by a public company for re-registration as a private unlimited company
      [•] Application by a public company for re-registration as a private limited company following a court order reducing capital
      [•] Application by a public company for re-registration as a private company following a cancellation of shares
      [•] Application by a public company for re-registration as a private company following a reduction of capital due to redenomination
      [•] Application by a non-Global Market Company for continuance as a company formed or registered under the Companies Regulations
      [•] Application by a company for authorisation to seek continuance in another jurisdiction
      [•] Notice to creditors of application
      [•] Return of allotment of shares
      [•] Notice of consolidation, sub-division, redemption of shares or re conversion of stock into shares
      [•] Return of purchase of own shares
      [•] Notice of sale or transfer of treasury shares by a public limited company (PLC)
      [•] Notice of cancellation of treasury shares by a public limited company (PLC)
      [•] Notice of cancellation of shares
      [•] Notice of cancellation of shares held by or for a public company
      [•] Notice of name or other designation of class of shares
      [•] Return of allotment by an unlimited company allotting new class of shares
      [•] Notice of particulars of variation of rights attached to shares
      [•] Notice of new class of members
      [•] Notice of particulars of variation of class rights
      [•] Notice of name or other designation of class of members
      [•] Notice of redenomination
      [•] Notice of reduction of capital following redenomination
      [•] Notice by the applicants of application to court for cancellation of the special resolution approving a redemption or purchase of shares out of capital
      [•] Notice by the company of application to court for cancellation of the special resolution approving a redemption or purchase of shares out of capital
      [•] Statement of capital (Section 94)
      [•] Statement of capital (Section 587 & 592)
      [•] Application for trading certificate for a public company
      [•] Statement of guarantee by a parent undertaking of a subsidiary company