• Chapter 2 Chapter 2 — Appointment of Administrator by Court

    • 6. Administration order

      An administration order is an order appointing a person as the administrator of a Company.

    • 7. Conditions for making order

      The Court may make an administration order in relation to a Company only if satisfied —

      (a) that the Company is or is likely to become unable to pay its debts; and
      (b) that the administration order is reasonably likely to achieve the purpose of administration.

    • 8. Administration application

      (1) An application to the Court for an administration order in respect of a Company (an "administration application") may be made only by —
      (a) the Company;
      (b) the Directors of the Company;
      (c) one or more creditors of the Company; or
      (d) a combination of persons listed in paragraphs (a) to (c).
      (2) As soon as is reasonably practicable after the making of an administration application the applicant shall notify —
      (a) any person who has appointed an administrative receiver of the Company;
      (b) any person who is or may be entitled to appoint an administrative receiver of the Company;
      (c) any person who is or may be entitled to appoint an administrator of the Company under Section 21 (Power to appoint);
      (d) if an administrative receiver has been appointed, on him;
      (e) if there is pending a petition for the winding-up of the Company, on the petitioner (and also on the provisional liquidator, if any);
      (f) on the person proposed as administrator of the Company; and
      (g) on the Company, if the application is made by anyone other than the Company.
      (3) An administration application may not be withdrawn without the permission of the Court.
      (4) In subsection (1) "creditor" includes a contingent creditor and a prospective creditor.

    • 9. Witness statement in support of administration application

      (1) Where it is proposed to apply to the Court for an administration order to be made in relation to a Company, the administration application shall be in the prescribed form and a witness statement complying with Section 11 (Content of administration application and witness statement) must be prepared with a view to its being filed with the Court in support of the administration application.
      (2) If the administration application is to be made by the Company or by the Directors, the witness statement shall be made by one of the Directors, or the secretary of the Company, stating himself to make it on behalf of the Company or, as the case may be, on behalf of the Directors.
      (3) If the administration application is to be made by creditors, the witness statement shall be made by a person acting under the authority of them all, whether or not himself one of their number. In any case, there must be stated in the witness statement the nature of his authority and the means of his knowledge of the matters to which the witness statement relates.

    • 10. Form of administration application

      (1) If made by the Company or by the Directors, the administration application shall state the name of the Company and its address for service, which (in the absence of special reasons to the contrary) is that of the Company's registered office.
      (2) If the administration application is made by the Directors, it shall state that it is so made under Section 8(1)(b) (Administration application); but from and after making it, it is to be treated for all purposes as the administration application of the Company.
      (3) If made by a single creditor, the administration application shall state his name and address for service.
      (4) If the administration application is made by two or more creditors, it shall state that it is so made (naming them); but from and after making it, it is to be treated for all purposes as the administration application of only one of them, named in the administration application as applying on behalf of himself and other creditors. An address for service for that one shall be specified.
      (5) There shall be attached to the administration application a written statement which shall be in the prescribed form by each of the persons proposed to be administrator of a Company stating —
      (a) that he consents to accept appointment;
      (b) details of any prior professional relationship(s) that he has had with the Company to which he is to be appointed as administrator; and
      (c) his opinion that it is reasonably likely that the purpose of administration will be achieved.

    • 11. Content of administration application and witness statement

      (1) The administration application shall contain a statement of the applicant's belief that the Company is, or is likely to become, unable to pay its debts, except where the applicant is the holder of a qualifying charge and is making the application in reliance on Section 37 (Application by holder of qualifying charge).
      (2) There shall be attached to the administration application a witness statement in support which shall contain —
      (a) a statement of the Company's financial position, specifying (to the best of the applicant's knowledge and belief) the Company's assets and liabilities, including contingent and prospective liabilities;
      (b) details of any security known or believed to be held by creditors of the Company, and whether in any case the security is such as to confer power on the holder to appoint an administrative receiver or to appoint an administrator under Section 21 (Power to appoint). If an administrative receiver has been appointed, that fact shall be stated;
      (c) details of any Insolvency Proceedings in relation to the Company including any petition that has been presented for the winding-up of the Company so far as known to the applicant;
      (d) where it is intended to appoint a number of persons as administrators of a Company, details of the matters set out in Section 145(2) (Joint administrators) regarding the exercise of the function of the administrators of the Company; and
      (e) any other matters which, in the opinion of those intending to make the administration application, will assist the Court in deciding whether to make such an order, so far as lying within the knowledge or belief of the applicant.
      (3) Where the administration application is made by the holder of a qualifying charge in reliance on Section 37 (Application by holder of qualifying charge), he shall give sufficient details in the witness statement in support to satisfy the Court that he is entitled to appoint an administrator of the Company under Section 21 (Power to appoint).

    • 12. Filing of administration application

      (1) The administration application (and all supporting documents) shall be filed with the Court, with a sufficient number of copies for service and use as provided by Section 13 (Service of administration application) and in accordance with Part 7 (Applications to the Court) of Schedule 1 (Meetings, Time Limits, Notices and Documents).
      (2) Each of the copies filed shall have applied to it the seal of the Court and be issued to the applicant and on each copy there shall be endorsed the date and time of filing.
      (3) The Court shall fix a venue for the hearing of the administration application and this also shall be endorsed on each copy of the administration application issued under subsection (2).
      (4) After the administration application is filed, it is the duty of the applicant to notify the Court in writing of the existence of any Insolvency Proceedings.

    • 13. Service of administration application

      (1) In Section 8(2) (Administration application) and this Section, references to the administration application are to a copy of the administration application issued by the Court under Section 12(2) (Filing of administration application) together with the witness statement required by Section 11 (Content of administration application and witness statement) and the documents attached to the administration application.
      (2) Notification of the administration application for the purposes of Section 8(2) (Administration application) shall be by way of service in accordance with Section 15 (Manner in which service to be effected), verified in accordance with Section 16 (Proof of service).

    • 14. Notice to officers charged with execution of writs or other process

      The applicant shall as soon as reasonably practicable after filing the administration application give notice of its being made to —

      (a) any enforcement officer or other officer who, to his knowledge, is charged with an execution or other legal process against the Company or its property; and
      (b) any person who to his knowledge has distrained against the Company or its property.

    • 15. Manner in which service to be effected

      (1) Service of the administration application in accordance with Section 13 (Service of administration application) shall be effected by the applicant, or his solicitor or legal representative, or by a person instructed by him or his solicitor or legal representative, not less than five (5) business days before the date fixed for the hearing.
      (2) Service shall be effected as follows —
      (a) on the Company (subject to subsection (3)), by delivering the documents to its registered office;
      (b) on any other person (subject to subsection (4)), by delivering the documents to his proper address; and
      (c) in either case, in such other manner as the Court may direct.
      (3) If delivery to a Company's registered office is not practicable, service may be effected by delivery to its last known principal place of business in the Abu Dhabi Global Market.
      (4) For the purposes of subsection (2)(b), a person's proper address is any which he has previously notified as his address for service; but if he has not notified any such address, service may be effected by delivery to his usual or last known address.

    • 16. Proof of service

      (1) Service of the application must be verified by a certificate of service.
      (2) The certificate of service must be sufficient to identify the administration application served and must specify —
      (a) the name and registered number of the Company;
      (b) the address of the registered office of the Company;
      (c) the name of the applicant;
      (d) the Court reference number;
      (e) the date of the administration application;
      (f) whether the copy served was a sealed copy;
      (g) the date on which service was effected; and
      (h) the manner in which service was effected.
      (3) The certificate of service shall be filed with the Court as soon as reasonably practicable after service, and in any event not less than one (1) business day before the hearing of the administration application.

    • 17. Administration application to appoint specified person as administrator by holder of qualifying charge

      (1) Where the holder of a qualifying charge applies to the Court under Section 38(1)(b) (Intervention by holder of a qualifying charge), he shall produce to the Court —
      (a) the written consent of all holders of any prior qualifying charge;
      (b) a written statement in the prescribed form made by the specified person proposed by him as administrator of the Company; and
      (c) sufficient evidence to satisfy the Court that he is entitled to appoint an administrator of the Company under Section 21 (Power to appoint).
      (2) If an administration order is made appointing the specified person, the costs of the person who made the administration application and the applicant under Section 38(1)(b) (Intervention by holder of a qualifying charge) shall, unless the Court otherwise orders, be paid as an expense of the administration.

    • 18. Powers of Court

      (1) On hearing an administration application the Court may —
      (a) make the administration order sought;
      (b) dismiss the administration application;
      (c) adjourn the hearing conditionally or unconditionally;
      (d) make an interim order;
      (e) treat the administration application as a winding-up petition and make any order which the Court could make under Section 206 (Powers of Court on hearing of petition); and/or
      (f) make any other order which the Court thinks appropriate.
      (2) An appointment of an administrator of a Company by administration order takes effect —
      (a) at a time appointed by the order; or
      (b) where no time is appointed by the order, when the order is made.
      (3) An interim order under subsection (1)(d) may, in particular —
      (a) restrict the exercise of a power of the Directors or the Company; and/or
      (b) make provision conferring a discretion on the Court or on a person licensed to act as an insolvency practitioner in relation to the Company.
      (4) This Section is subject to Section 41 (Effect of administrative receivership).

    • 19. The hearing

      (1) At the hearing of the administration application, any of the following may appear or be represented —
      (a) the applicant;
      (b) the Company;
      (c) one or more of the Directors;
      (d) if an administrative receiver has been appointed, that person;
      (e) any person who has presented a petition for the winding-up of the Company;
      (f) the person proposed for appointment as administrator of the Company;
      (g) any person that is the holder of a qualifying charge; or
      (h) with the permission of the Court, any other person who appears to have an interest justifying his appearance.
      (2) If the Court makes an administration order, it shall be in the prescribed form.
      (3) If the Court makes an administration order, the costs of the applicant, and of any person whose costs are allowed by the Court, are payable as an expense of the administration.
      (4) Where the Court makes an administration order in relation to a Company upon an administration application under Section 39 (Application where Company in liquidation), the Court shall include in the order —
      (a) in the case of a liquidator appointed in a voluntary winding-up, his removal from office;
      (b) details concerning the release of the liquidator;
      (c) provision for payment of the expenses of the liquidation;
      (d) provisions regarding any indemnity given to the liquidator;
      (e) provisions regarding the handling or realisation of any of the Company's property in the hands of or under the control of the liquidator;
      (f) such provision as the Court thinks just with respect to matters arising in connection with the liquidation; and
      (g) such other provisions as the Court shall think just.

    • 20. Notice of administration order

      (1) If the Court makes an administration order, it shall as soon as reasonably practicable send two (2) sealed copies of the order to the person who made the administration application.
      (2) The applicant shall send a sealed copy of the order as soon as reasonably practicable to the person appointed as administrator of a Company.
      (3) If the Court makes an interim order under Section 18(1)(d) (Powers of Court) or any other order under Section 18(1)(f) (Powers of Court), it shall give directions as to the persons to whom, and how, notice of that order is to be given.