• Companies Regulations (Reduction of Share Capital) Rules 2017

    Date of Adoption: 26 June 2017

    The Board of Directors of Abu Dhabi Global Market, in exercise of the powers conferred by sections 595(2) of the Companies Regulations 2015, hereby makes the following Rules: —

    • 1. Citation commencement and interpretation

      (1) These Rules may be cited as the Companies Regulations (Reduction of Share Capital) Rule 2017.
      (2) These Rules shall come into force on the date of their publication.
      (3) In these Rules, "the Regulations" means the Companies Regulations 2015.
      (4) Terms used in these Rules which are defined in the Companies Regulations shall have the meanings given to them in the Regulations.
      (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, and
      (c) words in the singular include the plural and vice versa and a reference to a gender includes a reference to all genders.

    • 2. Solvency Statement

      (1) A solvency statement under section 584 must —
      (a) be in writing;
      (b) indicate that it is a solvency statement for the purpose of section 583; and
      (c) be signed by each of the directors.

    • 3. Unlimited company

      (1) If an unlimited company reduces its share capital —
      (a) the prohibition in section 595(1) does not apply; and
      (b) a reserve arising from the reduction is to be treated for the purposes of Part 22 as a realised profit.

    • 4. Private company limited by shares

      (1) If a private company limited by shares reduces its share capital and the reduction is supported by a solvency statement but has not been the subject of an application to the court for an order confirming it —
      (a) the prohibition in section 595(1) does not apply; and
      (b) a reserve arising from the reduction is to be treated for the purposes of Part 22 as a realised profit.

    • 5. Limited company having a share capital

      (1) If a limited company having a share capital reduces its share capital and the reduction is confirmed by order of the court —
      (a) the prohibition in section 595(1) does not apply; and
      (b) a reserve arising from the reduction is to be treated for the purposes of Part 22 as a realised profit unless the court orders otherwise under section 589(1).

    • 6. Miscellaneous provisions

      (1) This rule is without prejudice to any contrary provisions of —
      (a) An order or, or undertaking given to, the court;
      (b) The resolution for, or any other resolution to, the reduction of share capital, or
      (c) The company’s articles of association.