• Chapter 4 Chapter 4 — Appointment of Administrator by Company or Directors

    • 29. Power to appoint

      (1) A Company may appoint an administrator of the Company.
      (2) The Directors of a Company may appoint an administrator of the Company.

    • 30. Restrictions on power to appoint

      (1) This Section applies where an administrator of a Company is appointed under Section 29 (Power to appoint).
      (2) An administrator of the Company may not be appointed under Section 29 (Power to appoint) during the period of twelve (12) months beginning with the date on which the appointment referred to in subsection (1) ceases to have effect.
      (3) An administrator of a Company may not be appointed under Section 29 (Power to appoint) if —
      (a) a petition for the winding-up of the Company has been presented and is not yet disposed of;
      (b) an administration application has been made and is not yet disposed of; or
      (c) an administrative receiver of the Company is in office.

    • 31. Notice of intention to appoint

      (1) A person who proposes to make an appointment under Section 29 (Power to appoint) shall give at least five business days' written notice to —
      (a) any person who is or may be entitled to appoint an administrative receiver of the Company; and
      (b) any person who is or may be entitled to appoint an administrator of the Company under Section 21 (Power to appoint).
      (2) A person who proposes to make an appointment under Section 29 (Power to appoint) shall also give a copy of the notice of intention to appoint to —
      (a) any enforcement officer who, to the knowledge of the person giving the notice, is charged with execution or other legal process against the Company;
      (b) any person who, to the knowledge of the person giving the notice, has distrained against the Company or its property; and
      (c) the Company, if the Company is not intending to make the appointment.
      (3) A notice under this Section must —
      (a) identify the proposed administrator of the Company; and
      (b) be in the prescribed form.
      (4) A person who gives notice of intention to appoint under this Section shall file with the Court as soon as is reasonably practicable a copy of —
      (a) the notice; and
      (b) any document accompanying it.
      (5) The copy filed under subsection (4) must be accompanied by a declaration (in a form prescribed by the Board in rules made by the Board) made by or on behalf of the person who proposes to make the appointment —
      (a) that the Company is or is likely to become unable to pay its debts;
      (b) that the Company is not in liquidation; and
      (c) that, so far as the person making the statement is able to ascertain, the appointment is not prevented by Section 30 (Restrictions on power to appoint); and
      (d) to such additional effect, and giving such information, as may be prescribed.
      (6) A declaration under subsection (5) must be made not more than five (5) business days before the notice is filed with the Court.
      (7) A person commits a contravention and is liable to a fine at the relevant level set out in the Fines Schedule if in a declaration under subsection (5) he makes a statement —
      (a) which is false; and
      (b) which he does not reasonably believe to be true.
      (8) An appointment may not be made under Section 29 (Power to appoint) unless the person who makes the appointment has complied with any requirement of this Section and —
      (a) the period of notice specified in subsection (1) has expired; or
      (b) each person to whom notice has been given under subsection (1) has consented in writing to the making of the appointment.
      (9) An appointment may not be made under Section 29 (Power to appoint) after the period of ten (10) business days beginning with the date on which the notice of intention to appoint is filed under subsection (4).

    • 32. Notice of an intention to appoint

      (1) The provisions of Section 15(2) to (4) (Manner in which service to be effected) shall apply to the sending or giving of a notice of intention to appoint under Section 31 (Notice of an intention to appoint) as they apply to the manner in which service of an administration application is effected under that Section.
      (2) The notice of intention to appoint shall be accompanied by either a copy of the resolution of the Company to appoint an administrator of the Company (where the Company intends to make the appointment) or a record of the decision of the Directors (where the Directors intend to make the appointment).

    • 33. Notice of appointment

      (1) A person who appoints an administrator of a Company under Section 29 (Power to appoint) shall file with the Court —
      (a) a notice of appointment; and
      (b) such other documents as are prescribed by Section 34 (Notice of appointment under Section 29).
      (2) The notice of appointment must include a declaration (in a form prescribed by the Board in rules made by the Board) by or on behalf of the person who makes the appointment —
      (a) that the person is entitled to make an appointment under Section 29 (Power to appoint);
      (b) that the appointment is in accordance with this Part 1 (Administration); and
      (c) that, so far as the person making the statement is able to ascertain, the statements made and information given in the declaration filed with the notice of intention to appoint remain accurate.
      (3) The notice of appointment must identify the administrator of the Company and must be accompanied by a statement by the administrator —
      (a) that he consents to the appointment;
      (b) that in his opinion the purpose of administration is reasonably likely to be achieved; and
      (c) giving such other information and opinions as may be prescribed.
      (4) For the purpose of a statement under subsection (3) an administrator of a Company may rely on information supplied by Directors of the Company (unless he has reason to doubt its accuracy).
      (5) The notice of appointment shall be in the prescribed form, as appropriate. Any document accompanying it must be in the prescribed form.
      (6) A declaration under subsection (2) must be made not more than five (5) business days before the notice is filed with the Court.
      (7) A person commits a contravention and is liable to a fine at the relevant level set out in the Fines Schedule if in a declaration under subsection (2) he makes a statement —
      (a) which is false; and
      (b) which he does not reasonably believe to be true.
      (8) In a case in which no person is entitled to notice of intention to appoint under Section 31(1) (Notice of intention to appoint) (and Section 31(8) and (9) (Notice of intention to appoint) therefore do not apply) —
      (a) the declaration accompanying the notice of appointment must include the statements and information required under Section 31(5) (Notice of intention to appoint); and
      (b) Section 34(1)(c) (Notice of appointment under Section 29) shall not apply.

    • 34. Notice of appointment under Section 29

      (1) The copies of the notice filed with the Court shall be accompanied by —
      (a) the written statement of the administrator of the Company in the prescribed form;
      (b) the written consent of all those persons to whom notice was given in accordance with Section 31(1) (Notice of intention to appoint) unless the period of notice set out in Section 31(1) (Notice of intention to appoint) has expired; and
      (c) a statement of the matters provided for in Section 145(2) (Joint administrators), where applicable.
      (2) Where a notice of intention to appoint an administrator of a Company has not been given, the notice of appointment shall be accompanied by the documents specified in Section 32(2) (Notice of an intention to appoint).
      (3) Three copies of the notice of appointment shall be filed with the Court and shall have applied to them the seal of the Court and be endorsed with the date and time of filing.
      (4) The Court shall issue two of the sealed copies of the notice of appointment to the person making the appointment who shall as soon as reasonably practicable send one of the sealed copies to the administrator of the Company.

    • 35. Commencement of appointment

      (1) The appointment of an administrator of a Company under Section 29 (Power to appoint) takes effect when the requirements of Section 33 (Notice of appointment) are satisfied.
      (2) A person who appoints an administrator of a Company under Section 29 (Power to appoint) —
      (a) shall notify the administrator of the Company and such other persons as may be prescribed as soon as is reasonably practicable after the requirements of Section 33 (Notice of appointment) are satisfied; and
      (b) commits a contravention and is liable to a fine at the relevant level set out in the Fines Schedule if he fails without reasonable excuse to comply with paragraph (a).
      (3) If before the requirements of Section 33 (Notice of appointment) are satisfied the Company enters administration by virtue of an administration order or an appointment under Section 21 (Power to appoint) —
      (a) the appointment under Section 29 (Power to appoint) shall not take effect; and
      (b) subsection (2) shall not apply.
      (4) The notice of appointment to be given by the administrator of a Company as soon as reasonably practicable after appointment under Section 48(2) (Announcement of administrator's appointment) shall be published in the Abu Dhabi Global Market and may be advertised in such other manner as the administrator of the Company thinks fit.

    • 36. Invalid appointment: indemnity

      (1) This Section applies where —
      (a) a person purports to appoint an administrator of a Company under Section 29 (Power to appoint); and
      (b) the appointment is discovered to be invalid.
      (2) The Court may order the person who purported to make the appointment to indemnify the person appointed against liability which arises solely by reason of the appointment's invalidity.