• Repealed Legislation

    • Commercial Licensing Regulations 2015 (Controlled Activities) Rules 2015

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      • Companies Regulations 2015 (consolidated version - 27 November 2018)

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        • COMMERCIAL LICENSING REGULATIONS 2015 (CONTROLLED ACTIVITIES) RULES 2015

      • Limited Liability Partnerships Rules 2015

        The Board, in exercise of the powers conferred by section 16 of the Limited Liability Partnerships Regulations 2015, hereby makes the following Rules —

        • Companies Regulations 2015

          Regulations to make provision for the formation and registration of companies in the Abu Dhabi Global Market.

          Date of Enactment: 3 March 2015

          The Board of Directors of the Abu Dhabi Global Market, in exercise of its powers under Article 6(1) of Law No. 4 of 2013 concerning the Abu Dhabi Global Market issued by His Highness the Ruler of the Emirate of Abu Dhabi, hereby enacts the following Regulations—

          • Companies Regulations (Fees) Rules 2015

            Date of Adoption: 12 April 2015

            The Board of Directors of Abu Dhabi Global Market, in exercise of the powers conferred by section 938 of the Companies Regulations 2015, hereby makes the following Rules: —

            • Companies Regulations (Business And Company Names) Rules 2016

              Date of Adoption 17 April 2016

              The Board of Directors of Abu Dhabi Global Market, in exercise of the powers conferred by sections 49, 50, 51, 54, 55(2), 70(1), and 980(2) of the Companies Regulations 2015 and sections 22(1), 59(1)(b), 60(1) and 62(1) of the Commercial Licensing Regulations 2015, makes the following Rules: —

              • Commercial Licensing Regulations 2015 (Controlled Activities) Rules 2015

                Date of Adoption: 12 April 2015

                The Board of Directors of the Abu Dhabi Global Market, in implementation of the provisions of section 2(1) of the Commercial Licensing Regulations 2015, hereby makes the following rules: —

                • Commercial Licensing Regulations 2015 (Conditions of Licence and Branch Registration) Rules 2019

                   

                  Date of Adoption: 9 May 2019

                  The Board of Directors of the Abu Dhabi Global Market, in implementation of section 10(1) and 16(4) of the Commercial Licensing Regulations 2015, hereby makes the following rules:-

                  • PART 1 PART 1 COMMENCEMENT, CITATION AND INTERPRETATION

                    (1) These Rules may be cited as the Limited Liability Partnerships Rules 2015.
                    (2) These Rules shall come into force on the date of their publication.
                    (3) Unless the context otherwise requires —
                    (a) "Chairman of the Board" means the chairman of the Board,
                    (b) "Commercial Licensing Regulations" means Commercial Licensing Regulations 2015,
                    (c) "Companies Regulations" means Companies Regulations 2015,
                    (d) "Limited Liability Partnerships Regulations" means the Limited Liability Partnerships Regulations 2015,
                    (e) "particulars of the usual residential address of all members" or "particulars of the usual residential address of a specified member" means the following information —
                    (i) the house name or number,
                    (ii) the street,
                    (iii) the area,
                    (iv) if relevant, the post town,
                    (v) the region,
                    (vi) the country, and
                    (vii) if relevant, the postcode or PO Box,
                    (f) "Registrar's Head Office" and "RHO" means the office of the Registrar where facilities are made available for applicants to inspect the register and to obtain copies of material on the register,
                    (g) "Registrar's Website" and "RW" mean the website of the Registrar, being www.adgm.com,
                    (h) "related information" means the following information in relation to a member —
                    (i) the name of the member,
                    (ii) if appropriate, the date of birth of the member,
                    (iii) the registered number or numbers of the LLP or LLPs, and
                    (iv) if appropriate, a statement that the usual residential address is the same as a service address,
                    (i) "relevant document" means (for the purposes of paragraph 2(d) of Chapter 1 in Part 4) any document required or authorised to be delivered to the Registrar in respect of a LLP by or under any provision of the Limited Liability Partnerships Regulations, other than a document specified below. A document is not a relevant document if —
                    (i) a fee is specified in Part 4 in relation to the registration of a document, or the performance by the Registrar of a function, under any particular provision of the Limited Liability Partnerships Regulations, or
                    (ii) that document is required or authorised to be delivered to the Registrar by or under sections 882 and 962 of the Companies Regulations.
                    (j) "relevant period" means one of the following periods —
                    (i) the period beginning with its incorporation and ending immediately after the delivery to the Registrar of its first annual return, or
                    (ii) a period beginning immediately after the delivery to the Registrar of an annual return and ending immediately after the delivery to the Registrar of the next annual return,
                    (k) "same day delivery" or "same day collection" means —
                    (i) a request for same day delivery or same day collection is received by the Registrar before 2.00 pm on the business day in question, and
                    (ii) the appropriate certificate or certified copy is issued to the applicant on that day,
                    (l) "same day registration" means —
                    (i) a request for same day registration and all documents required to be delivered to the Registrar in connection with that registration are received by the Registrar before 2.00 pm on the business day in question, and
                    (ii) the registration is completed on that day.
                    (m) references to sections are to sections of the Companies Regulations,
                    (n) 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 of these Rules,
                    (o) words in the singular include the plural and vice versa and a reference to a gender includes a reference to all genders,
                    (4) In these Rules "LLP" means a limited liability partnership registered under the Limited Liability Partnerships Regulations 2015, and
                    (5) In these Rules, unless the context otherwise requires: (a) any reference to a numbered Part, section or Schedule is to the Part, section or Schedule so numbered in the Companies Regulations, and (b) references in provision applied to LLPs —
                    (i) to provisions of the Companies Regulations, or
                    (ii) to provisions of rules or instruments made under that Act,
                    are to those provisions as applied to LLPs by these Rules.

                    • PART 1 PART 1 GENERAL INTRODUCTORY PROVISIONS

                      • 1. 1. Citation, commencement and interpretation

                        (1) These Rules may be cited as the "Companies Regulations (Fees) Rules 2015".
                        (2) These Rules shall come into force on the date of their publication.
                        (3) Defined terms used in these Rules and their meanings are contained in Schedule 1.
                        (4) 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.
                        (5) 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.

                        • PART 1 PART 1 Introductory

                          • 1. 1. Citation and interpretation

                            (1) These Rules may be cited as the Commercial Licensing Regulations 2015 (Controlled Activities) Rules 2015.
                            (2) In these Rules, "Regulations" means the Commercial Licensing Regulations 2015.
                            (3) Terms used in these Rules which are defined in the Regulations shall have the meanings given to them in the Regulations.

                            • 1. Citation and interpretation

                              (1) These Rules may be cited as the Commercial Licensing Regulations 2015 (Conditions of Licence and Branch Registration) Rules 2019.
                              (2) In these Rules—
                              "accountancy services" means the controlled activity specified in Rule 5 of the Commercial Licensing Regulations 2015 (Controlled Activities) Rules 2018;
                              "applicant" means an applicant for a licence;
                              "approved accountancy regulatory body" means a body designated as such by the Registrar;
                              "approved healthcare regulatory body" means a body designated as such by the Registrar;
                              "approved insolvency practitioner regulatory body" means a body designated as such by the Registrar;
                              "approved legal regulatory body" means a body designated as such by the Registrar;
                              "authorised signatory" means an individual authorised to represent the license holder as a permanent representative in the Abu Dhabi Global Market;
                              "branch" means each location in the Abu Dhabi Global Market, not being (in the case of an applicant incorporated under the laws of the Abu Dhabi Global Market) the applicant’s registered office, from which the applicant proposes to carry on the controlled activity or controlled activities to which an application for a licence relates;
                              “body corporate” has the meaning given in the Regulations and includes, for the avoidance of doubt, partnerships (whether incorporated in ADGM or elsewhere) that have legal personality separate from that of their partners;
                              "connected person" has the meaning given to that expression in Part 1 of the Schedule to the Regulations;
                              "jurisdiction of incorporation" means, in respect of any non-ADGM body corporate, the jurisdiction in which such body corporate is incorporated (including upon being continued into such jurisdiction);
                              "insolvency practitioner services" means the controlled activity specified in Rule 6 of the Commercial Licensing Regulations 2015 (Controlled Activities) Rules 2018;
                              "legal services" means the controlled activity specified in Rule 4 of the Commercial Licensing Regulations 2015 (Controlled Activities) Rules 2018;
                              "licence holder" a person to whom a licence has been issued by the Registrar;
                              "non-ADGM body corporate" means a body corporate that is not incorporated (including upon continuation under the Companies Regulations 2015) under the laws of the Abu Dhabi Global Market;
                              "other economic activities" means the controlled activity specified in Rule 8 of the Commercial Licensing Regulations 2015 (Controlled Activities) Rules 2018; and
                              "Regulations" means the Commercial Licensing Regulations 2015.
                              (3) Terms used in these Rules which are defined in the Regulations shall have the meanings given to them in the Regulations.

                              • Companies

                                • 1. 1. Citation, commencement and interpretation

                                  (1) These Rules may be cited as the Business and Company Names Rules 2016.
                                  (2) These Rules shall come into force on the date of their publication. On the date of coming into force of these Rules, the Business and Company Names Rules 2015 shall be repealed and any application made, statement delivered or consent given, pursuant to the Business and Company Names Rules 2015 shall be deemed to have been an application made, statement delivered or consent given, pursuant to the equivalent provision of these Rules.
                                  (3) In these Rules —
                                  (a) "a controlled activity" has the meaning given to it pursuant to the Commercial Licensing Regulations,
                                  (b) "Approved Trade Name" has the meaning given to that term in Rule 6(2)(b),
                                  (c) "Name Reservation" has the meaning given to that term in Rule 13,
                                  (d) "Proposed Trade Name" has the meaning given to that term in Rule 3,
                                  (e) "Name Reservation Applicant" has the meaning given to that term in Rule 13.
                                  (f) "the Commercial Licensing Regulations" means the Commercial Licensing Regulations 2015,
                                  (g) "the Companies Regulations" means the Companies Regulations 2015,
                                  (h) "Trade Name" means any name under which a person conducts business that is different from that person's legal name,
                                  (i) "Trade Name Application" has the meaning given to that term in Rule 3, and
                                  (j) "Trade Name Holder" has the meaning given to that term in Rule 6(2)(a) .
                                  (4) Unless the context otherwise requires —
                                  (a) 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
                                  (b) words in the singular include the plural and vice versa and a reference to a gender includes a reference to all genders.

                                  • 1. Companies

                                    (1) In these Regulations, unless the context otherwise requires "company" means a company formed or registered under these Regulations (whether or not it was incorporated under these Regulations).
                                    (2) Federal Law No. 8 of 1984 of the United Arab Emirates (as amended from time to time) shall not apply to companies formed or registered under these Regulations.

                                • Types of Company

                                  • 2. Limited and unlimited companies

                                    (1) A company is a "limited company" if the liability of its members is limited by its constitution.

                                    It may be limited by shares or limited by guarantee.
                                    (2) If their liability is limited to the amount, if any, unpaid on the shares held by them, the company is "limited by shares".
                                    (3) If their liability is limited to such amount as the members undertake to contribute to the assets of the company in the event of its being wound up, the company is "limited by guarantee".
                                    (4) If there is no limit on the liability of its members, the company is an "unlimited company".

                                  • 3. Private and public companies

                                    (1) A "private company" is any company that is not a public company.
                                    (2) A "public company" is a company limited by shares—
                                    (a) whose certificate of incorporation states that it is a public company, and
                                    (b) in relation to which the requirements of these Regulations as to registration or re-registration as a public company have been complied with.
                                    (3) A "private company" may apply to the Registrar to be registered as a restricted scope company at its formation.
                                    (4) A company may only be registered as a restricted scope company if—
                                    (a) it is a subsidiary undertaking of another body corporate that prepares and publishes group accounts under these Regulations or such other enactment as the Registrar may recognise for the purposes of this section,
                                    (b) it is a subsidiary undertaking of a body corporate that is incorporated by a Federal Law or by a law of any Emirate of the United Arab Emirates, or
                                    (c) it is directly or indirectly wholly-owned by—
                                    (i) one person, or
                                    (ii) a group of persons who are members of the same family.
                                    For the purposes of this subsection(c) the members of a person's family are that person's parents, spouse and children (including step-children).
                                    (5) For the major differences between private and public companies, see Part 19.

                                  • 4. Companies may not be limited by guarantee and have share capital

                                    (1) A company cannot be formed as, or become, a company limited by guarantee with a share capital.
                                    (2) Any provision in the constitution of a company limited by guarantee that purports to divide the company's undertaking into shares or interests is a provision for a share capital, and the company shall be deemed a company limited by shares.

                            • PART 2 PART 2 APPLICATION OF COMPANIES REGULATIONS TO LLPS

                              • PART 2 PART 2 COMPANY FORMATION

                                • 2. 2. Fees payable in respect of functions relating to the registration of documents by the Registrar

                                  Schedule 2 to these Rules details the fees that are payable to the Registrar in respect of the receipt of documents relating to companies by the Registrar and their registration.

                                  • PART 2 PART 2 Trade Names

                                    • 2. 2. Controlled activities

                                      For the purposes of the Regulations, any activity specified in Rules 3, 4, 5, 6 and 7 is, subject to Rules 8, 9 and 10, a controlled activity.

                                      • 2. Applications for licence (all applicants)

                                        An applicant for a licence must apply to the Registrar on the form prescribed by the Registrar from time to time and provide the following information—
                                        (a) full legal name of the applicant;
                                        (b) the applicant’s legal form, including its jurisdiction of incorporation and the legislation under which it is formed and registered;
                                        (c) the controlled activity or controlled activities which the applicant proposes to carry on in or from the Abu Dhabi Global Market;
                                        (d) the address or addresses in the Abu Dhabi Global Market from which the applicant proposes to carry on the controlled activity, being:
                                        i. in the case of an applicant incorporated under the laws of the Abu Dhabi Global Market, the applicant’s registered office, one or more branches located in the Abu Dhabi Global Market or both; or
                                        ii. in other cases, one or more branches located in the Abu Dhabi Global Market;
                                        (e) the name and address in the Abu Dhabi Global Market of every individual authorised to accept service of documents on behalf of the applicant’s branch;
                                        (f) a list of every individual who is to be appointed an authorised signatory of the applicant, in respect of the branch, containing the following particulars with respect to each such individual—
                                        i. name;
                                        ii. any former name;
                                        iii. service address, which must be an address with the Abu Dhabi Global Market;
                                        iv. extent of the authority of any person falling within paragraph (f), including whether that person is authorised to act severally or jointly; and
                                        v. if an individual falling within paragraph (f) is not authorised to act severally, the name of any individual with whom they are authorised to act.
                                        (g) such other information as the Registrar may require for the purpose of deciding whether to grant a licence.

                                        • CHAPTER 1 CHAPTER 1 FORMALITIES OF DOING BUSINESS

                                          • General

                                            • 2. 2. General prohibition

                                              (1) Subject to Rule 2(2), no person may conduct business in Abu Dhabi Global Market under a Trade Name that is not an Approved Trade Name in respect of which that person is the Trade Name Holder.
                                              (2) The Registrar may specify on its website certain persons who are exempt from the prohibition in Rule 2(1).
                                              (3) A person who breaches Rule 2(1) commits a contravention of these Rules and is liable to a level 5 fine on the standard scale.

                                              • 1. 1. Formalities of doing business under the law of the Abu Dhabi Global Market

                                                Sections 38 to 42 apply to LLPs, modified so that they read as follows —

                                                • 5. 5. Method of forming company

                                                  (1) A company is formed under these Regulations by one or more persons—
                                                  (a) confirming to the Registrar in an application for registration of the company that they—
                                                  (i) wish to form a company under these Regulations, and
                                                  (ii) agree to become members of the company and, in the case of a company that is to have a share capital, to take at least one share each, and
                                                  (b) complying with the requirements of these Regulations as to registration (see sections 6(registration documents) to 10 (statement of compliance)).
                                                  (2) A company may not be so formed for an unlawful purpose.

                                                  • 38. Contracts

                                                    (1) Under the law of the Abu Dhabi Global Market a contract may be made —
                                                    (a) by an LLP, by writing under its common seal, or
                                                    (b) on behalf of an LLP, by a person acting under its authority, express or implied.
                                                    (2) This is without prejudice to section 6 of the Limited Liability Partnerships Regulations 2015 (members as agents).
                                                    (3) Any formalities required by law in the case of a contract made by an individual also apply, unless a contrary intention appears, to a contract made by or on behalf of an LLP.

                                                  • 39. Execution of documents in the Abu Dhabi Global Market

                                                    (1) Under the law of the Abu Dhabi Global Market a document is executed by an LLP —
                                                    (a) by the affixing of its common seal, or
                                                    (b) by signature in accordance with the following provisions.
                                                    (2) A document is validly executed by an LLP if it is signed on behalf of the LLP —
                                                    (a) by two members, or
                                                    (b) by a member of the LLP in the presence of a witness who attests the signature.
                                                    (3) A document signed in accordance with subsection (2) and expressed, in whatever words, to be executed by the LLP has the same effect as if executed under the common seal of the LLP.
                                                    (4) In favour of a purchaser a document is deemed to have been duly executed by an LLP if it purports to be signed in accordance with subsection (2).

                                                    A "purchaser" means a purchaser in good faith for valuable consideration and includes a lessee, mortgagee or other person who for valuable consideration acquires an interest in property.
                                                    (5) Where a document is to be signed by a person on behalf of more than one LLP, or on behalf of an LLP and a company, it is not duly signed by that person for the purposes of this section unless he signs it separately in each capacity.
                                                    (6) References in this section to a document being (or purporting to be) signed by a member are to be read, in a case where that member is a firm, as references to its being (or purporting to be) signed by an individual authorised by the firm to sign on its behalf.
                                                    (7) This section applies to a document that is (or purports to be) executed by an LLP in the name of or on behalf of another person whether or not that person is also an LLP.

                                                  • 40. Common seal

                                                    (1) An LLP may have a common seal, but need not have one.
                                                    (2) An LLP which has a common seal shall have its name engraved in legible characters on the seal.
                                                    (3) If an LLP fails to comply with subsection (2) a contravention of the Companies Regulations is committed by —
                                                    (a) the LLP, and
                                                    (b) every member of the LLP who is in default.
                                                    (4) A member of an LLP, or a person acting on behalf of an LLP, commits a contravention of the Companies Regulations if he uses, or authorises the use of, a seal purporting to be a seal of the LLP on which its name is not engraved as required by subsection (2).
                                                    (5) A person who commits a contravention under this section is liable to a level 1 fine.

                                                  • 41. Execution of deeds

                                                    (1) A document is validly executed by an LLP as a deed for the purposes of laws applicable in the Abu Dhabi Global Market if, and only if —
                                                    (a) it is duly executed by the LLP, and
                                                    (b) it is delivered as a deed.
                                                    (2) For the purposes of subsection (1)(b) a document is presumed to be delivered upon its being executed, unless a contrary intention is proved.

                                                  • 4.2. Execution of deeds or other documents by attorney

                                                    (1) Under the law of the Abu Dhabi Global Market an LLP may, by instrument executed as a deed, empower a person, either generally or in respect of specified matters, as its attorney to execute deeds or other documents on its behalf.
                                                    (2) A deed or other document so executed, whether in the Abu Dhabi Global Market or elsewhere, has effect as if executed by the LLP."

                                                • 2. 2. Official seal for use outside of the Abu Dhabi Global Market

                                                  Section 43 applies to LLPs, modified so that it reads as follows —

                                                  • 4.3. Official seal for use outside of the Abu Dhabi Global Market

                                                    (1) An LLP that has a common seal may have an official seal for use outside the Abu Dhabi Global Market.
                                                    (2) The official seal must be a facsimile of the LLP's common seal, with the addition on its face of the place or places where it is to be used.
                                                    (3) The official seal when duly affixed to a document has the same effect as the LLP's common seal.
                                                    (4) An LLP having an official seal for use outside the Abu Dhabi Global Market may by writing under its common seal, authorise any person appointed for the purpose to affix the official seal to any deed or other document to which the LLP is party.
                                                    (5) As between the LLP and a person dealing with such an agent, the agent's authority continues —
                                                    (a) during the period mentioned in the instrument conferring the authority, or
                                                    (b) if no period is mentioned, until notice of the revocation or termination of the agent's authority has been given to the person dealing with him.
                                                    (6) The person affixing the official seal must certify in writing on the deed or other document to which the seal is affixed the date on which, and place at which, it is affixed."

                                                • 3. 3. Other matters

                                                  Sections 45 and 46 apply to LLPs, modified so that they read as follows —

                                                  • 45. Pre-incorporation contracts, deeds and obligations

                                                    (1) A contract that purports to be made by or on behalf of an LLP at a time when the LLP has not been formed has effect, subject to any agreement to the contrary, as one made with the person purporting to act for the LLP or as agent for it, and he is personally liable on the contract accordingly.
                                                    (2) Subsection (1) applies to the making of a deed under the law of the Abu Dhabi Global Market, as it applies to the making of a contract.

                                                  • 46. Bills of exchange and promissory notes

                                                    A bill of exchange or promissory note is deemed to have been made, accepted or endorsed on behalf of an LLP if made, accepted or endorsed in the name of, or by or on behalf or on account of, the LLP by a person acting under its authority."

                                            • CHAPTER 2 CHAPTER 2 AN LLP'S NAME

                                              • Requirements for registration

                                                • 3. 3. Application for a trade name

                                                  Any person:

                                                  (a) applying for a licence under the Commercial Licensing Regulations, or
                                                  (b) who is licensed under the Commercial Licensing Regulations,

                                                  who intends to conduct business in Abu Dhabi Global Market under a Trade Name must make a Trade Name application (a "Trade Name Application") specifying the proposed Trade Name of the applicant (a "Proposed Trade Name") to the Registrar.

                                                  • General Requirements

                                                    • 6. 6. Registration documents

                                                      (1) The application for registration of the company must be delivered to the Registrar together with the documents required by this section and a statement of compliance (see section 10 (statement of compliance)).
                                                      (2) The application for registration must state—
                                                      (a) the company's proposed name,
                                                      (b) whether the liability of the members of the company is to be limited, and if so whether it is to be limited by shares or by guarantee, and
                                                      (c) whether the company is to be a private or a public company.
                                                      (3) The application must contain—
                                                      (a) in the case of a company that is to have a share capital, a statement of capital and initial shareholdings (see section 7 (statement of capital and initial shareholdings)),
                                                      (b) in the case of a company that is to be limited by guarantee, a statement of guarantee (see section 8 (statement of guarantee)),
                                                      (c) a statement of the company's proposed officers (see section 9 (statement of proposed officers))
                                                      (d) the trade name reservation documents required under section 47 (reservation of trade name), and
                                                      (e) such other documents and information as the Registrar may require in respect of a particular application under this section.
                                                      (4) The application must also contain—
                                                      (a) a statement of the intended address of the company's registered office in the Abu Dhabi Global Market,
                                                      (b) a copy of any proposed articles of association (to the extent that these are not supplied by the default application of model articles(see section 18 (default application of model articles))), and
                                                      (c) confirmation, in the case of a private company, as to whether that company is to be registered as a restricted scope company.
                                                      (5) If the application is delivered by a person as agent for the shareholders, it must state his name and address.

                                                      • 4. 4. Prohibited names and sensitive words and expressions

                                                        Sections 47 to 50 apply to LLPs, modified so that they read as follows —

                                                        • 47. Reservation of trade name

                                                          (1) Every application for the registration of an LLP under the Companies Regulations must be preceded or accompanied by an application to reserve a proposed name of that LLP.
                                                          (2) The Registrar may make rules and may issue guidance about applications made under sub-section (1). The rules may, in particular, make provisions —
                                                          (a) as to the period of time for which a proposed name is so reserved and the process for extending that period of time,
                                                          (b) for prohibited or restricted names,
                                                          (c) as to the form and content of an application, and
                                                          (d) for fees to be charged.

                                                        • 48. Prohibited names

                                                          An LLP must not be registered under the Limited Liability Partnerships Regulations 2015 by a name if, in the opinion of the Registrar —

                                                          (a) its use by the LLP would constitute a contravention of the Companies Regulations or any other enactment or rule applicable in the Abu Dhabi Global Market, or
                                                          (b) it is offensive.

                                                        • 49. Names suggesting connection with government or public authority

                                                          (1) The approval of the Registrar is required for an LLP to be registered under the Limited Liability Partnerships Regulations 2015 by a name that would be likely to give the impression that the LLP is connected with —
                                                          (a) the Federal Government of the United Arab Emirates or the Government of any Emirate within the United Arab Emirates,
                                                          (b) a municipality within the United Arab Emirates,
                                                          (c) any public authority specified for the purposes of this section pursuant to rules made by the Board, or
                                                          (d) any other person registered with any governmental authority of the United Arab Emirates or of any Emirate within the United Arab Emirates.
                                                          (2) For the purposes of this section "public authority" includes any person or body having functions of a public nature.

                                                        • 50. Other sensitive words or expressions

                                                          The approval of the Registrar is required for an LLP to be registered under the Limited Liability Partnerships Regulations 2015 by a name that includes a word or expression for the time being specified in regulations made by the Board under this section."

                                                      • 5. 5. Permitted characters etc

                                                        Section 51 applies to LLPs, modified so that it reads as follows —

                                                        • 51. Permitted characters etc

                                                          (1) The provisions of the Business and Company Names Rules 2015 relating to the characters, signs or symbols and punctuation that may be used in a registered name apply to LLPs.
                                                          (2) Those provisions are —
                                                          (a) regulation 2 and Schedule 1, and
                                                          (b) any other provisions of those Regulations having effect for the purpose of those provisions.
                                                          (3) In those provisions as they apply to LLPs —
                                                          (a) for "company" substitute "LLP", and
                                                          (b) for "the Companies Regulations" substitute "the Limited Liability Partnerships Regulations 2015".
                                                          (4) An LLP may not be registered under the Limited Liability Partnerships Regulations 2015 by a name that consists of or includes anything that is not permitted in accordance with the provisions applied by this section."

                                                      • 6. 6. Inappropriate use of indications of LLP type or legal form

                                                        Section 54 applies to LLPs, modified so that it reads as follows —

                                                        • 54. Inappropriate use of indications of LLP type or legal form

                                                          (1) The provisions of the Business and Company Names Rules 2015 relating to inappropriate use of indications of company type or legal form apply to LLPs.
                                                          (2) Those provisions are —
                                                          (a) Rule 5 and Schedule 2, and
                                                          (b) any other provisions of those Rules having effect for the purpose of those provisions.
                                                          (3) As applied to LLPs rule 5 of those rules is modified so as to read as follows —

                                                        • 5. Inappropriate indication of legal form: generally applicable provisions

                                                          (1) An LLP must not be registered under the Limited Liability Partnerships Regulations 2015 by a name that includes in any part of the name —
                                                          (a) an expression or abbreviation specified in inverted commas in paragraph 3 of Schedule 2, or
                                                          (b) an expression or abbreviation specified as similar thereto pursuant to paragraph 4 of Schedule 2.
                                                          (2) An LLP must not be registered under the Limited Liability Partnerships Regulations 2015 by a name that includes, immediately before the expression "LIMITED LIABILITY PARTNERSHIP" or the abbreviation "LLP", an abbreviation specified in inverted commas in paragraph 3 of that Schedule (or any abbreviation specified as similar)."

                                                    • 7. Statement of capital and initial shareholdings

                                                      (1) The statement of capital and initial shareholdings required to be delivered in the case of a company that is to have a share capital must comply with this section.
                                                      (2) It must state—
                                                      (a) the total number of shares of the company to be taken on formation by the initial members,
                                                      (b) for each class of shares—
                                                      (i) prescribed particulars of the rights attached to the shares, and
                                                      (ii) the total number of shares of that class, and
                                                      (c) the amount to be paid up and the amount (if any) to be unpaid on each share.
                                                      (3) It must contain such information as may be prescribed for the purpose of identifying the initial members.
                                                      (4) It must state, with respect to each initial member—
                                                      (a) the number and class of shares to be taken by him on formation, and
                                                      (b) the amount to be paid up and the amount (if any) to be unpaid on each share.
                                                      (5) Where a member is to take shares of more than one class, the information required under subsection (4)(a)is required for each class.

                                                    • 8. Statement of guarantee

                                                      (1) The statement of guarantee required to be delivered in the case of a company that is to be limited by guarantee must comply with this section.
                                                      (2) It must contain such information as may be prescribed for the purpose of identifying the initial members.
                                                      (3) It must state that each member undertakes that, if the company is wound up while he is a member, or within one year after he ceases to be a member, he will contribute to the assets of the company such amount as may be required for—
                                                      (a) payment of the debts and liabilities of the company contracted before he ceases to be a member,
                                                      (b) payment of the costs, charges and expenses of winding up, and
                                                      (c) adjustment of the rights of the contributories among themselves,
                                                      not exceeding a specified amount.

                                                    • 9. Statement of proposed officers

                                                      (1) The statement of the company's proposed officers required to be delivered to the Registrar must contain the required particulars of—
                                                      (a) the person who is, or persons who are, to be the first director or directors of the company,
                                                      (b) in the case of a company that is to be a private company, any person who is (or any persons who are) to be the first secretary (or joint secretaries) of the company (if any), and
                                                      (c) in the case of a company that is to be a public company, the person who is (or the persons who are) to be the first secretary (or joint secretaries) of the company.
                                                      (2) The required particulars are the particulars that will be required to be stated—
                                                      (a) in the case of a director, in the company's register of directors and register of directors' residential addresses (see sections 153(register of directors) to 157 (duty to notify Registrar of changes)), and
                                                      (b) in the case of a secretary, in the company's register of secretaries (see sections 292(duty to keep register of secretaries) to 295 (particulars of secretaries to be registered: corporate secretaries and firms)).
                                                      (3) The statement must also contain a consent by each of the persons named as a director, as secretary or as one of joint secretaries, to act in the relevant capacity. If all the partners in a firm are to be joint secretaries, consent may be given by one partner on behalf of all of them.

                                                    • 10. Statement of compliance

                                                      (1) The statement of compliance required to be delivered to the Registrar is a statement that the requirements of these Regulations as to registration have been complied with.
                                                      (2) The Registrar may accept the statement of compliance as sufficient evidence of compliance.

                                                • CHAPTER 3 CHAPTER 3 SIMILARITY TO OTHER NAMES

                                                  • Registration and its effect

                                                    • 4. 4. Application process and fees

                                                      (1) Trade Name Applications must be made in the form specified by the Registrar from time to time on its website.
                                                      (2) The Registrar may require supporting documentation to be provided in connection with a Trade Name Application evidencing the applicant's right to use a Proposed Trade Name and such other matters as the Registrar may reasonably require.
                                                      (3) The Board may exercise its powers under Section 938 of the Companies Regulations and Section 16(8) of the Commercial Licensing Regulations to make rules requiring the payment of fees to the Registrar in connection with these Rules.

                                                      • 7. 7. Similarity to other names

                                                        Sections 55 to 57 apply to LLPs, modified so that they read as follows —

                                                        • 11. 11. Registration

                                                          Regulations as to registration are complied with, he may register the documents delivered to him.

                                                          • 55. Name not to be the same as another on the Registrar's register of company names

                                                            (1) An LLP must not be registered under the Limited Liability Partnerships Regulations 2015 by a name that is the same as another name appearing in the Registrar's register of company names.
                                                            (2) The provisions of the Business and Company Names Rules 2015 supplementing this section apply to LLPs.
                                                            (3) Those provisions are —
                                                            (a) Rule 7 and Schedule 3 (matters that are to be disregarded and words, expressions, signs and symbols that are to be regarded as the same),
                                                            (b) Rule 8 (consent to registration of a name which is the same as another in the Registrar's register of company names), and
                                                            (c) any other provisions of those Rules having effect for the purpose of those provisions.
                                                            (4) In Rule 8 as applied to LLPs —
                                                            (a) for "a company" or "the company" substitute "an LLP" or "the LLP",
                                                            (b) for "Company Y" substitute "LLP Y", and
                                                            (c) in paragraph (1), for "the Companies Regulations" substitute "the Limited Liability Partnerships Regulations 2015".

                                                          • 56. Power to direct change of name in case of similarity to existing name

                                                            The Registrar may direct an LLP to change its name if it has been registered in a name that is the same as or, in the opinion of the Registrar, too like —

                                                            (a) a name appearing at the time of the Registration in the Registrar's register of company names, or
                                                            (b) a name that should have appeared in the Registrar's register of company names at that time.

                                                          • 57. Direction to change names: supplementary provisions

                                                            (1) The following provisions have effect in relation to a direction under section 56 (power to direct change of name in case of similarity to existing name).
                                                            (2) Any such direction —
                                                            (a) must be given within twelve months of the LLP's registration by the name in question, and
                                                            (b) must specify the period within which the LLP is to change its name.
                                                            (3) The Registrar may by a further direction extend that period. Any such direction must be given before the end of the period for the time being specified.
                                                            (4) A direction under section 56 or this section must be in writing.
                                                            (5) If an LLP fails to comply with the direction, a contravention of the Companies Regulations is committed by —
                                                            (a) the LLP, and
                                                            (b) every designated member of the LLP who is in default.
                                                            (6) A person who commits the contravention referred to in subsection (5) shall be liable to a fine of up to level 4."

                                                        • 8. 8. Similarity to other name in which person has goodwill

                                                          Sections 58 to 62 apply to LLPs, modified so that they read as follows —

                                                          • 12. 12. Issue of certificate of incorporation

                                                            (1) On the registration of a company, the Registrar shall give a certificate that the company is incorporated.
                                                            (2) The certificate must state—
                                                            (a) the name and registered number of the company,
                                                            (b) the date of its incorporation,
                                                            (c) whether it is a limited or unlimited company,
                                                            (d) if it is a limited company, whether it is limited by shares or limited by guarantee,
                                                            (e) whether it is a private or a public company, and
                                                            (f) if it is a private company, whether it is a restricted scope company.
                                                            (3) The certificate must be signed by the Registrar or authenticated by the Registrar's official seal.
                                                            (4) The certificate is conclusive evidence that the requirements of these Regulations as to registration have been complied with and that the company is duly registered under these Regulations.

                                                            • 58. Objection to LLP's registered name

                                                              (1) A person ("the applicant") may object to an LLP's registered name on the ground —
                                                              (a) that it is the same as a name associated with the applicant in which he has goodwill, or
                                                              (b) that it is sufficiently similar to such a name that its use in the Abu Dhabi Global Market would be likely to mislead by suggesting a connection between the LLP and the applicant.
                                                              (2) The objection must be made by application to the Registrar (see section 59 (procedure rules)).
                                                              (3) The LLP concerned shall be the primary respondent to the application. Any of its members may be joined as respondents.
                                                              (4) If the ground specified in subsection (1)(a) or (b) is established, it is for the respondents to show —
                                                              (a) that the name was registered before the commencement of the activities on which the applicant relies to show goodwill, or
                                                              (b) that the LLP —
                                                              (i) is operating under the name, or
                                                              (ii) is proposing to do so and has incurred substantial start-up costs in preparation, or
                                                              (iii) was formerly operating under the name and is now dormant, or
                                                              (c) that the name was registered in the ordinary course of an LLP formation business and the LLP is available for sale to the applicant on the standard terms of that business, or
                                                              (d) that the name was adopted in good faith, or
                                                              (e) that the interests of the applicant are not adversely affected to any significant extent.
                                                              If none of those is shown, the objection shall be upheld.
                                                              (5) If the facts mentioned in subsection (4)(a), (b) or (c) are established, the objection shall nevertheless be upheld if the applicant shows that the main purpose of the respondents (or any of them) in registering the name was to obtain money (or other consideration) from the applicant or prevent him from registering the name.
                                                              (6) If the objection is not upheld under subsection (4) or (5), it shall be dismissed. (7) In this section "goodwill" includes reputation of any description.

                                                            • 59. Procedural rules

                                                              (1) The Companies Regulations (Name Adjudication) Rules 2015 apply to LLPs.
                                                              (2) As they apply to LLPs, omit —
                                                              (a) in rule 3(6) (persons joined as respondent), the reference to a director of the primary respondent,
                                                              (b) rule 13(2) (registered office treated as address for service).

                                                            • 60. Decision of Registrar to be made available to public

                                                              (3) The Registrar must, within 90 days of determining an application under section 58, make his decision and his reasons for it available to the public.
                                                              (4) He may do so by means of a website or by such other means as appear to him to be appropriate.

                                                            • 61. Order requiring name to be changed

                                                              (1) If an application under section 58 is upheld, the adjudicator shall make an order —
                                                              (a) requiring the respondent LLP to change its name to one that is not an offending name, and
                                                              (b) requiring all the respondents —
                                                              (i) to take all such steps as are within their power to make, or facilitate the making, of that change, and
                                                              (ii) not to cause or permit any steps to be taken calculated to result in another LLP being registered with a name that is an offending name.
                                                              (2) An "offending name" means a name that, by reason of its similarity to the name associated with the applicant in which he claims goodwill, would be likely —
                                                              (a) to be the subject of a direction under section 56 (power of Registrar to direct change of name), or
                                                              (b) to give rise to a further application under section 58.
                                                              (3) The order must specify a date by which the respondent LLP's name is to be changed and may be enforced in the same way as an order of the Court,
                                                              (4) If the respondent LLP's name is not changed in accordance with the order by the specified date, the Registrar may determine a new name for the LLP.
                                                              (5) If the Registrar determines a new name for the respondent LLP he must give notice of his determination —
                                                              (a) to the applicant, and
                                                              (b) to the respondents.
                                                              (6) For the purposes of this section an LLP's name is changed when the change takes effect in accordance with section 12(3) of the Limited Liability Partnerships Regulations 2015.

                                                            • 62. Appeal from Registrar's decision

                                                              (1) An appeal lies to the Court from any decision of the Registrar to uphold or dismiss an application under section 58.
                                                              (2) Notice of appeal against a decision upholding an application must be given before the date specified in the Registrar's notice by which the respondent LLP's name is to be changed.
                                                              (3) If notice of appeal is given against a decision upholding an application, the effect of the Registrar's notice is suspended.
                                                              (4) If on appeal the Court —
                                                              (a) affirms the decision of the Registrar to uphold the application, or
                                                              (b) reverses the decision of the Registrar to dismiss the application, the Court may (as the case may require) specify the date by which the Registrar' notice is to be complied with, remit the matter to the Registrar or make any order or determination that the Registrar might have made.
                                                              (5) If the Court determines a new name for the LLP it must give notice of the determination —
                                                              (a) to the parties to the appeal, and
                                                              (b) to the Registrar."

                                                          • Other Powers of the Registrar

                                                            • 13. 13. Effect of registration

                                                              (1) The registration of a company has the following effects as from the date of incorporation—
                                                              (a) the initial members, together with such other persons as may from time to time become members of the company, are a body corporate by the name stated in the certificate of incorporation,
                                                              (b) that body corporate is capable of exercising all the functions of an incorporated company,
                                                              (c) the status and registered office of the company are as stated in, or in connection with, the application for registration,
                                                              (d) in the case of a company having a share capital, the initial members become holders of the shares specified in the statement of capital and initial shareholdings, and
                                                              (e) the proposed officers of the company are deemed to have been appointed to that office.

                                                              • 9. 9. Provision of misleading information etc

                                                                Sections 63 and 64 apply to LLPs, modified so that they read as follows —

                                                                • 63. Provision of misleading information etc

                                                                  (1) If it appears to the Registrar —
                                                                  (a) that misleading information has been given for the purposes of an LLP's registration by a particular name, or
                                                                  (b) that an undertaking or assurance has been given for that purpose and has not been fulfilled,
                                                                  the Registrar may direct the LLP to change its name.
                                                                  (2) Any such direction —
                                                                  (a) must be given within five years of the LLP's registration by that name, and
                                                                  (b) must specify the period within which the LLP is to change its name.
                                                                  (3) The Registrar may by a further direction extend the period within which the LLP is to change its name.

                                                                  Any such direction must be given before the end of the period for the time being specified.
                                                                  (4) A direction under this section must be in writing.
                                                                  (5) If an LLP fails to comply with a direction under this section, a contravention of the Companies Regulations is committed by —
                                                                  (a) the LLP, and
                                                                  (b) every designated member of the LLP who is in default.
                                                                  (6) A person who commits the contravention referred to in subsection (5) shall be liable to a fine of up to level 7.

                                                                • 64. Misleading indication of activities

                                                                  (1) If in the opinion of the Registrar the name by which an LLP is registered gives so misleading an indication of the nature of its activities as to be likely to cause harm to the public, the Registrar may direct the LLP to change its name.
                                                                  (2) The direction must be in writing.
                                                                  (3) The direction must be complied with within a period of six weeks from the date of the direction or such longer period as the Registrar may think fit to allow.

                                                                  This does not apply if an application is duly made to the Court under the following provisions.
                                                                  (4) The LLP may apply to the Court to set the direction aside.

                                                                  The application must be made within the period of three weeks from the date of the direction.
                                                                  (5) The Court may set the direction aside or confirm it.

                                                                  If the direction is confirmed, the Court shall specify the period within which the direction is to be complied with.
                                                                  (6) If an LLP fails to comply with a direction under this section, a contravention of the Companies Regulations is committed by —
                                                                  (a) the LLP, and
                                                                  (b) every designated member of the LLP who is in default.
                                                                  (7) A person who commits the contravention referred to in subsection (6) shall be liable to a fine up to level 4."

                                                            • Trading Disclosures

                                                              • 14. 14. Commercial Licence

                                                                An application for registration under section 6(registration documents) shall, if required by the Commercial Licensing Regulations 2015, be accompanied by an application to the Registrar for a licence to carry on any controlled activities under those regulations. In this section, "controlled activities" means any activity which is specified as a controlled activity by the Board for the purposes of the Commercial Licensing Regulations 2015.

                                                                • 10. 10. Requirement to disclose LLP name etc

                                                                  Sections 70 to 71 and 73 apply to LLPs, modified so that they read as follows —

                                                                  • 70. Requirements to disclose LLP name etc

                                                                    (1) The provisions of the Business and Company Names Rules 2015 relating to Trading Disclosures apply to LLPs.
                                                                    (2) As they apply to LLPs —
                                                                    (a) read references to a company as references to an LLP,
                                                                    (b) read references to a director as references to a member of an LLP,
                                                                    (c) read references to an officer of a company as references to a designated member of an LLP,
                                                                    (d) in rule 19 (disclosure of names of members) of those rules —
                                                                    (i) at the beginning of paragraph (1) insert "Subject to paragraph (3)," and
                                                                    (ii) after paragraph (2) insert —
                                                                    "(3) Paragraph (1) does not apply in relation to any document issued by an LLP with more than 20 members which maintains at its principal place of business a list of the names of all the members if the document states in legible characters the address of the principal place of business of the LLP and that the list of the members' names is open to inspection at that place.
                                                                    (4) Where an LLP maintains a list of the members' names for the purposes of paragraph (3), any person may inspect the list during office hours."

                                                                  • 71. Consequences of failure to make required disclosure

                                                                    (1) This section applies to any legal proceedings brought by an LLP to which section 70 applies (requirement to disclose LLP name etc) to enforce a right arising out of a contract made in the course of a business in respect of which the LLP was, at the time the contract was made, in breach of the Business and Company Names Rules 2015.
                                                                    (2) The proceedings shall be dismissed if the defendant to the proceedings shows —
                                                                    (a) that he has a claim against the claimant arising out of the contract that he has been unable to pursue by reason of the latter's breach of the Rules, or (b) that he has suffered some financial loss in connection with the contract by reason of the claimant's breach of the Rules, unless the Court before which the proceedings are brought is satisfied that it is just and equitable to permit the proceedings to continue.
                                                                    (3) This section does not affect the right of any person to enforce such rights as he may have against another person in any proceedings brought by that person."

                                                                  • 73. Minor variation in form of name to be left out of account

                                                                    (1) For the purposes of this Chapter, in considering an LLP's name no account is to be taken of —
                                                                    (a) whether upper or lower case characters (or a combination of the two) are used,
                                                                    (b) whether diacritical marks or punctuation are present or absent,
                                                                    provided there is no real likelihood of names differing only in those respects being taken to be different names.
                                                                    (2) This does not affect the operation of provisions of the Business and Company Names Rules 2015 permitting only specified characters or punctuation."

                                                    • CHAPTER 4 CHAPTER 4 AN LLP'S REGISTERED OFFICE

                                                      • 5. 5. Restriction on number of Approved Trade Names

                                                        (1) A person may make an application pursuant to Rule 4 in respect of more than one Proposed Trade Name.
                                                        (2) A Trade Name Holder may make an application pursuant to Rule 4 in respect of one or more additional Proposed Trade Names.
                                                        (3) Any application for more than one Trade Name shall set out in writing the reasons why the Trade Name Holder requires more than one Trade Name.
                                                        (4) The Registrar may, in its absolute discretion, refuse any application for more than one Approved Trade Name.

                                                        • 11. 11. General

                                                          Sections 74 and 75 apply to LLPs, modified so that they read as follows —

                                                          • 74. An LLP's registered office

                                                            (1) An LLP must at all times have a registered office situated in the Abu Dhabi Global Market, to which all communications and notices may be addressed.
                                                            (2) On the incorporation of an LLP the situation of its registered office shall be that stated in the incorporation document.

                                                          • 75. Change of address of registered office

                                                            (1) An LLP may change the address of its registered office by giving notice to the Registrar.
                                                            (2) The change takes effect upon the notice being registered by the Registrar, but until the end of the period of 14 days beginning with the date on which it is registered a person may validly serve any document on the LLP at the address previously registered.
                                                            (3) For the purposes of any duty of an LLP —
                                                            (a) to keep available for inspection at its registered office any register, index or other document, or
                                                            (b) to mention the address of its registered office in any document,
                                                            an LLP that has given notice to the Registrar of a change in the address of its registered office may act on the change as from such date, not more than 14 days after the notice is given, as it may determine.
                                                            (4) Where an LLP unavoidably ceases to perform at its registered office any such duty as is mentioned in subsection (3)(a) in circumstances in which it was not practicable to give prior notice to the Registrar of a change in the address of its registered office, but —
                                                            (a) resumes performance of that duty at other premises as soon as practicable, and
                                                            (b) gives notice accordingly to the Registrar of a change in the situation of its registered office within 14 days of doing so,
                                                            it is not to be treated as having failed to comply with that duty."

                                                      • CHAPTER 5 CHAPTER 5 AN LLP'S MEMBERS

                                                        • 6. 6. Determination by the Registrar

                                                          (1) On receiving a Trade Name Application the Registrar may either approve it or reject it.
                                                          (2) If the Trade Name Application is approved by the Registrar, the Registrar shall issue a notice to the applicant setting out —
                                                          (a) the legal name and address of the person entitled to use the trade name (the "Trade Name Holder"), and
                                                          (b) the approved trade name ("Approved Trade Name").
                                                          (3) The Registrar may reject a Trade Name Application in its sole discretion. If a Trade Name Application is rejected by the Registrar, the Registrar shall provide notice to the applicant of the rejection.
                                                          (4) The Registrar is not required to provide reasons for its rejection of a Trade Name Application.

                                                          • Register Of Members

                                                            • 12. 12. Requirements for register of members

                                                              Sections 153 to 156 apply to LLPs, modified so that they read as follows —

                                                              • 153. Register of members

                                                                (1) Every LLP must keep a register of its members.
                                                                (2) The register must contain the required particulars (see sections 154 (particulars of members to be registered: individuals) and 155 (particulars of members to be registered: corporate members and firms)) of each person who is a member of the LLP.
                                                                (3) The register must be kept available for inspection —
                                                                (a) at the LLP's registered office, or
                                                                (b) at a place specified in as a place specified in rules made by the Board under Section 996.
                                                                (4) The LLP must give notice to the Registrar —
                                                                (a) of the place at which the register is kept available for inspection, and
                                                                (b) of any change in that place,
                                                                unless it has at all times been kept at the LLP's registered office.
                                                                (5) The register must be open to the inspection —
                                                                (a) of any member of the LLP without charge, and
                                                                (b) of any other person on payment of such fee as may be prescribed.
                                                                (6) If default is made in complying with subsection (1), (2) or (3) or if default is made for 14 days in complying with subsection (4), or if an inspection required under subsection (5) is refused, a contravention of the Companies Regulations is committed by —
                                                                (a) the LLP, and
                                                                (b) every designated member of the LLP who is in default.
                                                                (7) A person who commits the contravention referred to in subsection (6) is liable to a level 1 fine.
                                                                (8) In the case of a refusal of inspection of the register, the Court may by order compel an immediate inspection of it.

                                                              • 154. Particulars of members to be registered: individuals

                                                                (1) An LLP's register of members must contain the following particulars in the case of an individual —
                                                                (a) name and any former name,
                                                                (b) a service address which must be a PO Box address with directions to the residence in the United Arab Emirates,
                                                                (c) the country or state in which he is usually resident,
                                                                (d) date of birth,
                                                                (e) whether he is a designated member.
                                                                (2) For the purposes of this section "name" means a person's forename and surname,
                                                                (3) For the purposes of this section a "former name" means a name by which the individual was formerly known for business purposes.

                                                                Where a person is or was formerly known by more than one such name, each of them must be stated.
                                                                (4) It is not necessary for the register to contain particulars of a former name in the following cases —
                                                                (a) in the case of any person, where the former name —
                                                                (i) was changed or disused before the person attained the age of 18 years, or
                                                                (ii) has been changed or disused for 20 years or more.
                                                                (5) A person's service address may be stated to be "The LLP's registered office".

                                                              • 155. Particulars of members to be registered: corporate members and firms

                                                                An LLP's register of members must contain the following particulars in the case of a body corporate, or a firm that is a legal person under the law by which it is governed —

                                                                (a) corporate or firm name,
                                                                (b) registered or principal office,
                                                                (c) particulars of —
                                                                (i) the legal form of the company or firm and the law by which it is governed, and
                                                                (ii) if applicable, the register in which it is entered (including details of the state) and its registration number in that register,
                                                                (d) whether it is a designated member.

                                                              • 156. Register of members' residential addresses

                                                                (1) Every LLP must keep a register of members' residential addresses.
                                                                (2) The register must state the usual residential address of each of the LLP's members.
                                                                (3) If a member's usual residential address is the same as his service address (as stated in the LLP's register of members), the register of members' residential addresses need only contain an entry to that effect.

                                                                This does not apply if his service address is stated to be "The LLP's registered office".
                                                                (4) If default is made in complying with this section, a contravention of the Companies Regulations is committed by —
                                                                (a) the LLP, and
                                                                (b) every designated member of the LLP who is in default.
                                                                (5) A person who commits the contravention referred to in subsection (4) is liable to a level 1 fine.
                                                                (6) This section applies only to members who are individuals, not where the member is a body corporate or a firm that is a legal person under the law by which it is governed."

                                                          • Members' Residential Addresses: Protection From Disclosure

                                                            • 13. 13. Members' residential addresses: protection from disclosure

                                                              Sections 226 to 232 apply to LLPs, modified so that they read as follows —

                                                              • 226. Protected information

                                                                (1) This Chapter makes provision for protecting, in the case of an LLP member who is an individual —
                                                                (a) information as to his usual residential address,
                                                                (b) the information that his service address is his usual residential address.
                                                                (2) That information is referred to in this Chapter as "protected information".
                                                                (3) Information does not cease to be protected information on the individual ceasing to be a member of the LLP.

                                                                References in this Chapter to a member include, to that extent, a former member.

                                                              • 227. Protected information: restriction on use or disclosure by LLP

                                                                (1) An LLP must not use or disclose protected information about any of its members, except —
                                                                (a) for communicating with the member concerned,
                                                                (b) in order to comply with any requirement of the Companies Regulations or of the Limited Liability Partnerships Regulations 2015 as to particulars to be sent to the Registrar, or
                                                                (c) in accordance with section 230 (disclosure under Court order).
                                                                (2) Subsection (1) does not prohibit any use or disclosure of protected information with the consent of the member concerned.

                                                              • 228. Protected information: restriction on use or disclosure by Registrar

                                                                (1) The Registrar must omit protected information from the material on the register that is available for inspection where —
                                                                (a) it is contained in a document delivered to him in which such information is required to be stated, and
                                                                (b) in the case of a document having more than one part, it is contained in a part of the document in which such information is required to be stated.
                                                                (2) The Registrar is not obliged —
                                                                (a) to check other documents or (as the case may be) other parts of the document to ensure the absence of protected information, or
                                                                (b) to omit from the material that is available for public inspection anything registered before this Chapter comes into force.
                                                                (3) The Registrar must not use or disclose protected information except —
                                                                (a) as permitted by section 229 (permitted use or disclosure by Registrar), or
                                                                (b) in accordance with section 230 (disclosure under Court order).

                                                              • 229. Permitted use or disclosure by the Registrar

                                                                (1) The Registrar may use protected information for communicating with the member in question.
                                                                (2) The Registrar may disclose protected information —
                                                                (a) to a public authority specified for the purposes of this section, or
                                                                (b) to a credit reference agency.
                                                                (3) The provisions of the Companies Regulations (Address Disclosure) Rules 2015 relating to disclosure of protected information under this section apply to LLPs.
                                                                (4) The provisions are —
                                                                (a) Part 2 (disclosure of protected information),
                                                                (b) Part 4 (matters relating to applications), so far as relating to disclosure under this section, and
                                                                (c) any other provisions of the Regulations having effect for the purposes of those provisions.
                                                                (5) As those provisions apply to LLPs —
                                                                (a) references to provisions of the Companies Regulations 2015 are to those provisions as applied to LLPs by the Limited Liability Partnerships Regulations 2015,
                                                                (b) read references to a company or proposed company as references to an LLP or proposed LLP,
                                                                (c) read references to a director as references to a member of an LLP,
                                                                (d) in regulation 1(2), for the definition of "former name" substitute —
                                                                "former name" means a name by which an individual was formerly known and which has been notified to the Registrar under section 2 or 9 of the Limited Liability Partnerships Regulations 2015".
                                                                (6) In this section —

                                                                "credit reference agency" means a person carrying on a business comprising the furnishing of information relevant to the financial standing of individuals, being information collected by the agency for that purpose, and

                                                                "public authority" includes any person or body having functions of a public nature.

                                                              • 230. Disclosure under Court order

                                                                (1) The Court may make an order for the disclosure of protected information by the LLP or by the Registrar if —
                                                                (a) there is evidence that service of documents at a service address other than the member's usual residential address is not effective to bring them to the notice of the member, or
                                                                (b) it is necessary or expedient for the information to be provided in connection with the enforcement of an order or decree of the Court, and the Court is otherwise satisfied that it is appropriate to make the order.
                                                                (2) An order for disclosure by the Registrar is to be made only if the LLP —
                                                                (a) does not have the member's usual residential address, or
                                                                (b) has been dissolved.
                                                                (3) The order may be made on the application of a liquidator, creditor or member of the LLP, or any other person appearing to the Court to have a sufficient interest.
                                                                (4) The order must specify the persons to whom, and purposes for which, disclosure is authorised.

                                                              • 231. Circumstances in which Registrar may put address on the public record

                                                                (1) The Registrar may put a member's usual residential address on the public record if —
                                                                (a) communications sent by the Registrar to the member and requiring a response within a specified period remain unanswered, or
                                                                (b) there is evidence that service of documents at a service address provided in place of the member's usual residential address is not effective to bring them to the notice of the member.
                                                                (2) The Registrar must give notice of the proposal —
                                                                (a) to the member, and
                                                                (b) to every LLP of which the Registrar has been notified that the individual is a member.
                                                                (3) The notice must —
                                                                (a) state the grounds on which it is proposed to put the member's usual residential address on the public record, and
                                                                (b) specify a period within which representations may be made before that is done.
                                                                (4) It must be sent to the member at his usual residential address, unless it appears to the Registrar that service at that address may be ineffective to bring it to the individual's notice, in which case it may be sent to any service address provided in place of that address.
                                                                (5) The Registrar must take account of any representations received within the specified period.
                                                                (6) What is meant by putting the address on the public record is explained in section 232.

                                                              • 232. Putting the address on the public record

                                                                (1) The Registrar, on deciding in accordance with section 231 that a member's usual residential address is to be put on the public record, shall proceed as if notice of a change of registered particulars had been given —
                                                                (a) stating that address as the member's service address, and
                                                                (b) stating that the member's usual residential address is the same as his service address.
                                                                (2) The Registrar must give notice of having done so —
                                                                (a) to the member, and
                                                                (b) to the LLP.
                                                                (3) On receipt of the notice the LLP must —
                                                                (a) enter the member's usual residential address in its register of members as his service address, and
                                                                (b) state in its register of members' residential addresses that his usual residential address is the same as his service address.
                                                                (4) If the LLP has been notified by the member in question of a more recent address as his usual residential address, it must —
                                                                (a) enter that address in its register of members as the member's service address, and
                                                                (b) give notice to the Registrar as on a change of registered particulars.
                                                                (5) If an LLP fails to comply with subsection (3) or (4), a contravention of the Companies Regulations is committed by —
                                                                (a) the LLP, and
                                                                (b) every designated member of the LLP who is in default.
                                                                (6) A person who commits the contravention referred to in subsection (5) shall be liable to a level 2 fine.
                                                                (7) A member whose usual residential address has been put on the public record by the Registrar under this section may not register a service address other than his usual residential address for a period of five years from the date of the Registrar's decision."

                                                        • CHAPTER 6 CHAPTER 6 DISQUALIFICATION

                                                          • 7. 7. Registrar's list of Approved Trade Names

                                                            The Registrar shall maintain a list of Approved Trade Names and their respective Trade Name Holders on its existing public register.

                                                            • 14. Disqualification

                                                              Sections 233 to 270 shall apply to LLPs, except where the context otherwise requires with the following modifications —

                                                              (a) references to a company or body corporate shall include a references to an LLP,
                                                              (b) references to the companies legislation shall include references to the Companies Regulations as they apply to LLPs, rules made thereunder and to any enactment applied by regulations to LLPs,
                                                              (c) references to the Insolvency Regulations 2015 shall include references to those Regulations as they apply to LLPs,
                                                              (d) references to a shadow director shall include references to a shadow member,
                                                              (e) references to a director of a company or body corporate or to an officer of a company or body corporate shall include references to a member of an LLP,
                                                              (f) such further modification as the context requires for the purpose of giving effect to that legislation by these rules.

                                                          • CHAPTER 7 CHAPTER 7 ACCOUNTS AND AUDIT

                                                            • 8. 8. Names not to be the same as another in the Registrar's list of Approved Trade Names

                                                              Subject to Rules 19 and 20, a Proposed Trade Name that is the same as another name on the Registrar's list of Approved Trade Names shall not be approved.

                                                              • 15. 15. General

                                                                Sections 367 to 374 apply to LLPs, modified so that they read as follows —

                                                                • 367. Scheme of this Part

                                                                  (1) The requirements of this Part as to accounts and reports apply in relation to each financial year of an LLP.
                                                                  (2) In certain respects different provisions apply to different kinds of LLP.
                                                                  (3) The main distinction for this purpose is between LLPs subject to the small LLPs regime (see section 368 (LLPs subject to the small LLPs regime)) and LLPs that are not subject to that regime.
                                                                  (4) In this Part, where provisions do not apply to all kinds of LLP, provisions applying to LLPs subject to the small LLPs regime appear before the provisions applying to other LLPs.

                                                                • 368. LLPs subject to the small LLPs regime

                                                                  The small LLP regime applies to an LLP for a financial year in relation to which the LLP —

                                                                  (a) qualifies as small (see sections 369 (general) and 370 (parent LLPs)), and
                                                                  (b) is not excluded from the regime (see section 371 (LLPs excluded from the small LLPs regime)).

                                                                • 369. LLPs qualifying as small: general

                                                                  (1) An LLP qualifies as small in relation to its first financial year if the qualifying conditions are met in that year.
                                                                  (2) Subject to subsection (3), an LLP qualifies as small in relation to a subsequent financial year if the qualifying conditions are met in that year.
                                                                  (3) In relation to a subsequent financial year, where on its balance sheet date an LLP meets or ceases to meet the qualifying conditions that affects its qualification as a small LLP only if it occurs in two consecutive financial years.
                                                                  (4) The qualifying conditions are met by an LLP in a year in which it satisfies both of the following requirements —
                                                                  1. Turnover Not more than 13.5 million US dollars
                                                                  2. Number of employees Not more than 35
                                                                  (5) For a period that is an LLP's financial year but not in fact a year the maximum figures for turnover must be proportionately adjusted.
                                                                  (6) The number of employees means the average number of persons employed by the LLP in the year, determined as follows —
                                                                  (a) find for each month in the financial year the number of persons employed under contracts of service by the LLP in that month (whether throughout the month or not),
                                                                  (b) add together the monthly totals, and
                                                                  (c) divide by the number of months in the financial year.
                                                                  (7) This section is subject to section 370 (LLPs qualifying as small: parent LLPs).

                                                                • 370. LLPs qualifying as small: parent LLPs

                                                                  (1) A parent LLP qualifies as a small LLP in relation to a financial year only if the group headed by it qualifies as a small group.
                                                                  (2) A group qualifies as small in relation to the parent LLP's first financial year if the qualifying conditions are met in that year.
                                                                  (3) Subject to subsection (4), a group qualifies as small in relation to a subsequent financial year of the parent LLP if the qualifying conditions are met in that year.
                                                                  (4) In relation to a subsequent financial year of the parent LLP, where on the parent LLP's balance sheet date the group meets or ceases to meet the qualifying conditions, that affects the group's qualification as a small group only if it occurs in two consecutive financial years.
                                                                  (5) The qualifying conditions are met by a group in a year in which it satisfies both of the following requirements —
                                                                  1. Aggregate turnover Not more than 13.5 million US dollars net (or 16.2 million US dollars gross)
                                                                  2. Aggregate number of employees Not more than 35
                                                                  (6) The aggregate figures are ascertained by aggregating the relevant figures determined in accordance with section 369 (LLPs qualifying as small: general) for each member of the group.
                                                                  (7) In relation to the aggregate figures for turnover —

                                                                  "net" means after any set offs and other adjustments made to eliminate group transactions in accordance with international accounting standards, and

                                                                  "gross" means without those set offs and other adjustments.

                                                                  An LLP may satisfy any relevant requirement on the basis of either the net or the gross figure.
                                                                  (8) The figures for each subsidiary undertaking shall be those included in its individual accounts for the relevant financial year, that is —
                                                                  (a) if its financial year ends with that of the parent LLP, that financial year, and
                                                                  (b) if not, its financial year ending last before the end of the financial year of the parent LLP.
                                                                  If those figures cannot be obtained without disproportionate expense or undue delay, the latest available figures shall be taken.

                                                                • 371. LLPs excluded from the small LLPs regime

                                                                  (1) The small LLPs regime does not apply to an LLP that is, or was at any time within the financial year to which the accounts relate —
                                                                  (a) a public interest entity,
                                                                  (b) a financial institution, or
                                                                  (c) a member of an ineligible group.
                                                                  (2) A group is ineligible if any of its members is —
                                                                  (a) a public interest entity, or
                                                                  (b) a financial institution.

                                                                • 372. Public interest entities and financial institutions

                                                                  (1) For the purpose of this Part an LLP is a public interest entity in relation to a financial year if it is a public interest entity immediately before the end of the accounting reference period by reference to which that financial year was determined.
                                                                  (2) A "public interest entity" means —
                                                                  (a) a company that is listed or an LLP whose securities are listed, on a recognised investment exchange, or
                                                                  (b) that is designated by the Board as a public interest entity, because of the nature of its business, its size or the number of its employees.
                                                                  (3) For the purposes of this Part a company or an LLP is a "financial institution" in relation to a financial year if it is licensed under the Commercial Licensing Regulations 2015 as a financial institution at any time during the accounting reference period by reference to which that financial year was determined.
                                                                  (4) The Board make rules amending or replacing the provisions of subsections (1) to (3) so as to limit or extend the application of some or all of the provisions of this Part that refer to public interest entities and/or financial institutions.

                                                                • 373. LLPs qualifying as micro-entities

                                                                  (1) An LLP qualifies as a micro-entity in relation to its first financial year if the qualifying conditions are met in that year.
                                                                  (2) Subject to subsection (3), an LLP qualifies as a micro-entity in relation to a subsequent financial year if the qualifying conditions are met in that year.
                                                                  (3) In relation to a subsequent financial year, where on its balance sheet date a company meets or ceases to meet the qualifying conditions, that affects its qualification as a micro-entity only if it occurs in two consecutive financial years.
                                                                  (4) The qualifying conditions are met by an LLP in a year in which it satisfies both of the following requirements —
                                                                  1. Turnover Not more than 2.5 million US dollars
                                                                  2. Number of employees Not more than 9
                                                                  (5) For a period that is an LLP's financial year but not in fact a year the maximum figures for turnover must be proportionately adjusted.
                                                                  (6) The number of employees means the average number of persons employed by the company in the year, determined as follows —
                                                                  (a) find for each month in the financial year the number of persons employed under contracts of service by the company in that month (whether throughout the month or not),
                                                                  (b) add together the monthly totals, and
                                                                  (c) divide by the number of months in the financial year.
                                                                  (7) In the case of an LLP which is a parent LLP, the LLP qualifies as a micro-entity in relation to a financial year only if —
                                                                  (a) the LLP qualifies as a micro-entity in relation to that year, as determined by subsections (1) to (7), and
                                                                  (b) the group headed by the LLP qualifies as a small group, as determined by section 369(2) to (6).

                                                                • 374. LLPs excluded from being treated as micro-entities

                                                                  (1) The micro-entity provisions do not apply in relation to an LLP's accounts for a particular financial year if the LLP was at any time within that year an LLP excluded from the small LLPs regime by virtue of section 371 (LLPs excluded from the small LLPs regime).
                                                                  (2) The micro-entity provisions also do not apply in relation to an LLP's accounts for a financial year if —
                                                                  (a) the LLP is a parent LLP which prepares group accounts for that year as permitted by section 388 (option to prepare group accounts), or
                                                                  (b) the LLP is not a parent LLP but its accounts are included in the consolidated group accounts for that year."

                                                              • 16. 16. Accounting records

                                                                Sections 375 to 378 apply to LLPs, modified so that they read as follows —

                                                                • 375. Duty to keep accounting records

                                                                  (1) Every LLP must keep adequate accounting records.
                                                                  (2) Adequate accounting records means records that are sufficient —
                                                                  (a) to show and explain the LLP's transactions,
                                                                  (b) to disclose with reasonable accuracy, at any time, the financial position of the LLP at that time, and
                                                                  (c) to enable the members to ensure that any accounts required to be prepared comply with the requirements of the Companies Regulations.
                                                                  (3) Accounting records must, in particular, contain —
                                                                  (a) entries from day to day of all sums of money received and expended by the LLP and the matters in respect of which the receipt and expenditure takes place, and
                                                                  (b) a record of the assets and liabilities of the LLP.
                                                                  (4) If the LLP's business involves dealing in goods, the accounting records must contain —
                                                                  (a) statements of stock held by the LLP at the end of each financial year of the LLP,
                                                                  (b) all statements of stocktakings from which any statement of stock as is mentioned in subsection (4)(a) has been or is to be prepared, and
                                                                  (c) except in the case of goods sold by way of ordinary retail trade, statements of all goods sold and purchased, showing the goods and the buyers and sellers in sufficient detail to enable all these to be identified.
                                                                  (5) A parent LLP that has a subsidiary undertaking in relation to which the above requirements do not apply must take reasonable steps to secure that the undertaking keeps such accounting records as to enable the members of the parent LLP to ensure that any accounts required to be prepared under this Part comply with the requirements of the Companies Regulations.

                                                                • 376. Duty to keep accounting records: contravention

                                                                  (1) If an LLP fails to comply with any provision of section 375 (duty to keep accounting records), a contravention of the Companies Regulations is committed by every member of the LLP who is in default.
                                                                  (2) A person does not commit the contravention referred to in subsection (1) if he shows that he acted honestly and that in the circumstances in which the LLP's business was carried on the default was excusable.
                                                                  (3) A person who commits the contravention referred to in subsection (1) shall be liable to a fine of up to level 5.

                                                                • 377. Where and for how long records to be kept

                                                                  (1) An LLP's accounting records —
                                                                  (a) must be kept at its registered office or such other place as the members think fit, and
                                                                  (b) must at all times be open to inspection by the LLP's members.
                                                                  (2) If accounting records are kept at a place outside the Abu Dhabi Global Market, accounts and returns with respect to the business dealt with in the accounting records so kept must be sent to, and kept at, a place in the Abu Dhabi Global Market, and must at all times be open to such inspection.
                                                                  (3) The accounts and returns to be sent to the Abu Dhabi Global Market must be such as to —
                                                                  (a) disclose with reasonable accuracy the financial position of the business in question at intervals of not more than six months, and
                                                                  (b) enable the members to ensure that the accounts required to be prepared under this Part comply with the requirements of the Companies Regulations.
                                                                  (4) Accounting records that an LLP is required by section 375 (duty to keep accounting records) to keep must be preserved by it for ten years from the date on which they are made.
                                                                  (5) Subsection (4) is subject to any provision contained in other regulation or law applicable in the Abu Dhabi Global Market.

                                                                • 378. Where and for how long records to be kept: contraventions

                                                                  (1) If an LLP fails to comply with any provision of subsections (1) to (4) of section 377 (where and for how long records to be kept), a contravention of the Companies Regulations is committed by every member of the LLP who is in default.
                                                                  (2) A person does not commit the contravention referred to in subsection (1) if he shows that he acted honestly and that in the circumstances in which the LLP's business was carried on the default was excusable.
                                                                  (3) A member of an LLP commits a contravention of the Companies Regulations if he —
                                                                  (a) fails to take all reasonable steps for securing compliance by the LLP with subsection (4) of that section (period for which records to be preserved), or
                                                                  (b) intentionally causes any default by the LLP under that subsection.
                                                                  (4) Subject to subsection (2), a person who commits the contraventions referred to in subsection (1) shall be liable to a level 2 fine.
                                                                  (5) A person who commits the contraventions referred to in subsection (3) shall be liable to a fine of up to level 5."

                                                              • 17. 17. An LLP's Financial Year

                                                                Sections 379 to 381 apply to LLPs, modified so that they read as follows —

                                                                • 379. An LLP's financial year

                                                                  (1) The financial year of an LLP is determined as follows.
                                                                  (2) Its first financial year —
                                                                  (a) begins with the first day of its first accounting reference period, and
                                                                  (b) ends with the last day of that period or such other date, not more than seven days before or after the end of that period, as the members may determine.
                                                                  (3) Subsequent financial years —
                                                                  (a) begin with the day immediately following the end of the LLP's previous financial year, and
                                                                  (b) end with the last day of its next accounting reference period or such other date, not more than seven days before or after the end of that period, as the members may determine.
                                                                  (4) In relation to an undertaking that is not an LLP, references in the Companies Regulations to its financial year are to any period in respect of which a profit and loss account of the undertaking is required to be made up (by its constitution or by the law under which it is established), whether that period is a year or not.
                                                                  (5) The members of a parent LLP must secure that, except where in their opinion there are good reasons against it, the financial year of each of its subsidiary undertakings coincides with the LLP's own financial year.

                                                                • 380. Accounting reference periods and accounting reference date

                                                                  (1) An LLP's accounting reference periods are determined according to its accounting reference date in each calendar year.
                                                                  (2) An LLP's first accounting reference period is the period of more than six months, but not more than 18 months, beginning with the date of its incorporation and ending with its accounting reference date.
                                                                  (3) Its subsequent accounting reference periods are successive periods of twelve months beginning immediately after the end of the previous accounting reference period and ending with its accounting reference date.
                                                                  (4) This section has effect subject to the provisions of section 381 (alteration of accounting reference date).

                                                                • 381. Alteration of accounting reference date

                                                                  (1) An LLP may by notice given to the Registrar specify a new accounting reference date having effect in relation to —
                                                                  (a) the LLP's current accounting reference period and subsequent periods, or
                                                                  (b) the LLP's previous accounting reference period and subsequent periods.
                                                                  An LLP's "previous accounting reference period" means the one immediately preceding its current accounting reference period.
                                                                  (2) The notice must state whether the current or previous accounting reference period —
                                                                  (a) is to be shortened, so as to come to an end on the first occasion on which the new accounting reference date falls or fell after the beginning of the period, or
                                                                  (b) is to be extended, so as to come to an end on the second occasion on which that date falls or fell after the beginning of the period.
                                                                  (3) A notice extending an LLP's current or previous accounting reference period is not effective if given less than five years after the end of an earlier accounting reference period of the LLP that was extended under this section.

                                                                  This does not apply —
                                                                  (a) where the LLP is in administration under Part 1 (administration) of the Insolvency Regulations 2015, or
                                                                  (b) where the Registrar directs that it should not apply, which he may do with respect to a notice that has been given or that may be given.
                                                                  (4) A notice under this section may not be given in respect of a previous accounting reference period if the period for filing accounts and reports for the financial year determined by reference to that accounting reference period has already expired.
                                                                  (5) An accounting reference period may not be extended so as to exceed 18 months and a notice under this section is ineffective if the current or previous accounting reference period as extended in accordance with the notice would exceed that limit.

                                                                  This does not apply where the LLP is in administration under Part 1 (administration) of the Insolvency Regulations 2015."

                                                              • 18. 18. Annual Accounts

                                                                Sections 382 to 396 apply to LLPs, modified so that they read as follows —

                                                                • 382. Accounts to give a fair representation

                                                                  (1) The members of an LLP must not approve accounts for the purposes of this Chapter unless they are satisfied that they give a fair representation of the assets, liabilities, financial position and profit or loss —
                                                                  (a) in the case of the LLP's individual accounts, of the LLP,
                                                                  (b) in the case of the LLP's group accounts, of the undertakings included in the consolidation as a whole, so far as concerns members of the LLP.
                                                                  (2) The following provisions apply to the members of an LLP which qualifies as a micro-entity in relation to a financial year (see sections 373 (LLPs qualifying as micro-entities) and 374 (LLPs excluded from being treated as micro-entities)) in their consideration of whether the individual accounts of the LLP for that year give a fair representation as required by subsection (1)(a) —
                                                                  (a) where the accounts comprise only micro-entity minimum accounting items, the members must disregard any provision of an accounting standard which would require the accounts to contain information additional to those items,
                                                                  (b) in relation to a micro-entity minimum accounting item contained in the accounts, the members must disregard any provision of an accounting standard which would require the accounts to contain further information in relation to that item, and
                                                                  (c) where the accounts contain an item of information additional to the micro-entity minimum accounting items, the members must have regard to any provision of an accounting standard which relates to that item.
                                                                  (3) The auditor of an LLP in carrying out his functions under the Companies Regulations in relation to the LLP's annual accounts must have regard to the members' duty under subsection (1).

                                                                • 383. Duty to prepare individual accounts

                                                                  (1) The members of every LLP must prepare accounts for the LLP for each of its financial years unless the LLP is exempt from that requirement under section 384 (individual accounts: exemption for dormant subsidiaries).
                                                                  (2) Accounts prepared pursuant to this section are referred to as the LLP's "individual accounts".

                                                                • 384. Individual accounts: exemption for dormant subsidiaries

                                                                  (1) An LLP that is otherwise required to prepare individual accounts is exempt from this requirement for a financial year if —
                                                                  (a) it is itself a subsidiary undertaking, and
                                                                  (b) it has been dormant throughout the whole of that year,
                                                                  (2) Exemption is conditional upon compliance with all of the following conditions —
                                                                  (a) all members of the LLP must agree to the exemption in respect of the financial year in question,
                                                                  (b) the parent undertaking must give a guarantee under section 386 (parent undertaking declaration of guarantee) in respect of that year,
                                                                  (c) the LLP must be included in the consolidated accounts drawn up for that year or to an earlier date in that year by the parent undertaking,
                                                                  (d) the parent undertaking must disclose in the notes to the consolidated accounts that the LLP is exempt from the requirement to prepare individual accounts by virtue of this section, and
                                                                  (e) the members of the LLP must deliver to the Registrar within the period for filing the LLP's accounts and reports for that year —
                                                                  (i) a written notice of the agreement referred to in subsection (2)(a),
                                                                  (ii) the statement referred to in section 386(1) (parent undertaking declaration of guarantee),
                                                                  (iii) a copy of the consolidated accounts referred to in subsection (2)(c),
                                                                  (iv) a copy of the auditor's report on those accounts, and
                                                                  (v) a copy of the consolidated annual report drawn up by the parent undertaking.

                                                                • 385. LLPs excluded from the dormant subsidiaries exemption

                                                                  An LLP is not entitled to the exemption conferred by section 384 (individual accounts: exemption for dormant subsidiaries) if it was at any time within the financial year in question —

                                                                  (a) a public interest entity, or
                                                                  (b) a financial institution, or
                                                                  (c) a member of an ineligible group (as defined in section 371(2) (LLPs excluded from the small LLPs regime))

                                                                • 386. Dormant subsidiaries exemption: parent undertaking declaration of guarantee

                                                                  (1) A guarantee is given by a parent undertaking under this section when the members of the subsidiary LLP deliver to the Registrar a statement by the parent undertaking that it guarantees the subsidiary LLP under this section.
                                                                  (2) The statement under subsection (1) must be authenticated by the parent undertaking and must specify —
                                                                  (a) the name of the parent undertaking,
                                                                  (b) if the parent undertaking is incorporated in the Abu Dhabi Global Market, its registered number (if any),
                                                                  (c) if the parent undertaking is incorporated outside the Abu Dhabi Global Market and registered in the country in which it is incorporated, the identity of the register on which it is registered and the number with which it is so registered,
                                                                  (d) the name and registered number of the subsidiary LLP in respect of which the guarantee is being given,
                                                                  (e) the date of the statement, and
                                                                  (f) the financial year to which the guarantee relates.
                                                                  (3) A guarantee given under this section has the effect that —
                                                                  (a) the parent undertaking guarantees all outstanding liabilities to which the subsidiary LLP is subject at the end of the financial year to which the guarantee relates, until they are satisfied in full, and
                                                                  (b) the guarantee is enforceable against the parent undertaking by any person to whom the subsidiary LLP is liable in respect of those liabilities.

                                                                • 387. Individual accounts: applicable accounting framework

                                                                  (1) An LLP's individual accounts shall be prepared in accordance with international accounting standards ("IAS individual accounts").
                                                                  (2) The Board may make rules prescribing (i) the circumstances in which other accounting standards may be adopted for the purpose of preparing an LLP's individual accounts and (ii) the other accounting standards which may be so adopted.

                                                                • 388. Option to prepare group accounts

                                                                  If at the end of a financial year an LLP subject to the small LLPs regime is a parent LLP the members, as well as preparing individual accounts for the year, may prepare group accounts for the year.

                                                                • 389. Duty to prepare group accounts

                                                                  (1) This section applies to LLPs that are not subject to the small LLPs regime.
                                                                  (2) If at the end of a financial year the LLP is a parent LLP the members, as well as preparing individual accounts for the year, must prepare group accounts for the year unless the LLP is exempt from that requirement.
                                                                  (3) Group accounts prepared in accordance with this section shall be prepared in accordance with international accounting standards ("IAS group accounts").
                                                                  (4) The Board may make rules prescribing other accounting standards which may be adopted for the purpose of preparing group accounts.
                                                                  (5) There are exemptions to the requirements of this section under section 390 (exemption for LLP included in group accounts of larger group).
                                                                  (6) An LLP to which this section applies but which is exempt from the requirement to prepare group accounts, may do so.

                                                                • 390. Exemption for LLP included in group accounts of larger group

                                                                  (1) An LLP is exempt from the requirement to prepare group accounts if it is itself a subsidiary undertaking, in the following cases —
                                                                  (a) where the LLP is a wholly-owned subsidiary,
                                                                  (b) where its parent undertaking holds more than 50% of the interests in the LLP and notice requesting the preparation of group accounts has not been served on the LLP by members holding in aggregate —
                                                                  (i) more than half of the remaining interests in the LLP, or
                                                                  (ii) 5% of the total interests in the LLP.
                                                                  Such notice must be served not later than six months after the end of the financial year before that to which it relates.
                                                                  (2) Exemption is conditional upon compliance with all of the following conditions —
                                                                  (a) the LLP and all of its subsidiary undertakings must be included in consolidated accounts for a larger group drawn up to the same date, or to an earlier date in the same financial year, by a parent undertaking,
                                                                  (b) those accounts and, where appropriate, the group's annual report, must be drawn up in accordance with the requirements of the Companies Regulations with respect to such accounts and reports or otherwise in a manner equivalent to consolidated accounts and consolidated annual reports so drawn up,
                                                                  (c) the group accounts must be audited by one or more persons authorised to audit accounts under the law under which the parent undertaking which draws them up is established,
                                                                  (d) the LLP must disclose in its individual accounts that it is exempt from the obligation to prepare and deliver group accounts,
                                                                  (e) the LLP must state in its individual accounts the name of the parent undertaking which draws up the group accounts referred to above and —
                                                                  (i) if it is incorporated outside the Abu Dhabi Global Market, the country in which it is incorporated, or
                                                                  (ii) if it is unincorporated, the address of its principal place of business,
                                                                  (f) the LLP must deliver to the Registrar, within the period for filing its accounts and reports for the financial year in question, copies of —
                                                                  (i) the group accounts, and
                                                                  (ii) where appropriate, the consolidated annual report,
                                                                  (iii) together with the auditor's report on them,
                                                                  (g) any requirement of Part 31 of the Companies Regulations as to the delivery to the Registrar of a certified translation into English must be met in relation to any document comprised in the accounts and reports delivered in accordance with subsection (2)(f).
                                                                  (3) For the purposes of subsection (1)(b), interests held by a wholly-owned subsidiary of the parent undertaking, or held on behalf of the parent undertaking or a wholly-owned subsidiary, are attributed to the parent undertaking.

                                                                • 391. Consistency of financial reporting within group

                                                                  (1) The members of a parent LLP must secure that the individual accounts of —
                                                                  (a) the parent LLP, and
                                                                  (b) each of its subsidiary undertakings,
                                                                  are all prepared using the same financial reporting framework, except to the extent that in their opinion there are good reasons for not doing so.
                                                                  (2) Subsection (1) does not apply if the members do not prepare group accounts for the parent LLP.
                                                                  (3) Subsection (1) only applies to accounts of subsidiary undertakings that are required to be prepared under this Part.
                                                                  (4) Subsection (1)(a) does not apply where the members of a parent LLP prepare IAS group accounts and IAS individual accounts.

                                                                • 392. Individual profit and loss account where group accounts prepared

                                                                  (1) This section applies where —
                                                                  (a) an LLP prepares group accounts in accordance with the Companies Regulations, and
                                                                  (b) the notes to the LLP's individual balance sheet show the LLP's profit or loss for the financial year determined in accordance with the Companies Regulations.
                                                                  (2) The LLP's individual profit and loss account need not contain the information specified in section 396 (information about employee numbers and costs).
                                                                  (3) The LLP's individual profit and loss account must be approved in accordance with section 399(1) (approval by members) but may be omitted from the LLP's annual accounts for the purposes of the other provisions of the Companies Regulations.

                                                                • 393. Information about related undertakings

                                                                  (1) The Board may make rules requiring information about related undertakings to be given in notes to an LLP's annual accounts.
                                                                  (2) The rules —
                                                                  (a) may make different provision according to whether or not the LLP prepares group accounts, and
                                                                  (b) may specify the descriptions of undertaking in relation to which it applies, and make different provision in relation to different descriptions of related undertaking.
                                                                  (3) The rules may provide that information need not be disclosed with respect to an undertaking that —
                                                                  (a) is established under the law of a jurisdiction outside the Abu Dhabi Global Market, or
                                                                  (b) carries on business outside the Abu Dhabi Global Market,
                                                                  if the following conditions are met.
                                                                  (4) The conditions are —
                                                                  (a) that in the opinion of the members of the LLP the disclosure would be seriously prejudicial to the business of —
                                                                  (i) that undertaking,
                                                                  (ii) the LLP,
                                                                  (iii) any of the LLP's subsidiary undertakings, or
                                                                  (iv) any other undertaking which is included in the consolidation, and
                                                                  (b) that the Registrar agrees that the information need not be disclosed.
                                                                  Where advantage is taken of any such exemption, that fact must be stated in a note to the LLP's annual accounts.

                                                                • 394. Information about related undertakings: alternative compliance

                                                                  (1) This section applies where the members of an LLP are of the opinion that the number of undertakings in respect of which the LLP is required to disclose information under any provision of a rule made under section 393 (information about related undertakings) is such that compliance with that provision would result in information of excessive length being given in notes to the LLP's annual accounts.
                                                                  (2) The information need only be given in respect of the undertakings whose results or financial position, in the opinion of the members, principally affected the figures shown in the LLP's annual accounts.
                                                                  (3) If advantage is taken of subsection (2) —
                                                                  (a) there must be included in the notes to the LLP's annual accounts a statement that the information is given only with respect to such undertakings as are mentioned in that subsection, and
                                                                  (b) the full information (both that which is disclosed in the notes to the accounts and that which is not) must be annexed to the LLP's next annual return.
                                                                  For this purpose the "next annual return" means that next delivered to the Registrar after the accounts in question have been approved under section 399 (approval and signing of accounts).
                                                                  (4) If an LLP fails to comply with subsection (3)(b), a contravention of the Companies Regulations is committed by —
                                                                  (a) the LLP, and
                                                                  (b) every member of the LLP who is in default.
                                                                  (5) A person who commits the contravention referred to in subsection (4) shall be liable to a level 3 fine.

                                                                • 395. Information about off-balance sheet arrangements

                                                                  (1) In the case of an LLP that is not subject to the small LLPs regime, if in any financial year —
                                                                  (a) the LLP is or has been party to arrangements that are not reflected in its balance sheet, and
                                                                  (b) at the balance sheet date the risks or benefits arising from those arrangements are material,
                                                                  (c) the information required by this section must be given in notes to the LLP's annual accounts.
                                                                  (2) The information required is —
                                                                  (a) the nature and business purpose of the arrangements, and
                                                                  (b) the financial impact of the arrangements on the LLP.
                                                                  (3) The information need only be given to the extent necessary for enabling the financial position of the LLP to be assessed.
                                                                  (4) If the LLP qualifies as medium-sized in relation to the financial year (see sections 438 (LLPs qualifying as medium-sized: general) to 440 (LLPs excluded from being treated as medium-sized)) it need not comply with subsection (2)(b).
                                                                  (5) This section applies in relation to group accounts as if the undertakings included in the consolidation were a single LLP.

                                                                • 396. Information about employee numbers and costs

                                                                  (1) In the case of an LLP not subject to the small LLPs regime, the following information with respect to the employees of the LLP must be given in notes to the LLP's annual accounts —
                                                                  (a) the average number of persons employed by the LLP in the financial year, and
                                                                  (b) the average number of persons so employed within each category of persons employed by the LLP.
                                                                  (2) The categories by reference to which the number required to be disclosed by subsection (1)(b) is to be determined must be such as the members may select having regard to the manner in which the LLP's activities are organised.
                                                                  (3) The average number required by subsection (1)(a) or (b) is determined by dividing the relevant annual number by the number of months in the financial year.
                                                                  (4) The relevant annual number is determined by ascertaining for each month in the financial year —
                                                                  (a) for the purposes of subsection (1)(a), the number of persons employed under contracts of service by the LLP in that month (whether throughout the month or not),
                                                                  (b) for the purposes of subsection (1)(b), the number of persons in the category in question of persons so employed,
                                                                  (c) and adding together all the monthly numbers.
                                                                  (5) In respect of all persons employed by the LLP during the financial year who are taken into account in determining the relevant annual number for the purposes of subsection (1)(a) there must also be stated the aggregate amounts respectively of —
                                                                  (a) wages and salaries paid or payable in respect of that year to those persons,
                                                                  (b) social security costs incurred by the LLP on their behalf, and
                                                                  (c) other pension costs so incurred.
                                                                  This does not apply in so far as those amounts, or any of them, are stated elsewhere in the LLP's accounts.
                                                                  (6) In subsection (5) —

                                                                  "pension costs" includes any costs incurred by the LLP in respect of —
                                                                  (a) any pension scheme established for the purpose of providing pensions for persons currently or formerly employed by the LLP,
                                                                  (b) any sums set aside for the future payment of pensions or sums due in respect of employees' end-of service gratuity entitlements directly by the LLP to current or former employees, and
                                                                  (c) any pensions or end-of service gratuity payments paid directly to such persons without having first been set aside,
                                                                  "social security costs" means any contributions by the LLP to any state social security or pension scheme, fund or arrangement.
                                                                  (7) This section applies in relation to group accounts as if the undertakings included in the consolidation were a single LLP."

                                                              • 19. 19. Approval and signing of accounts

                                                                Section 399 applies to LLPs, modified so that it reads as follows —

                                                                • 399. Approval and signing of accounts

                                                                  (1) An LLP's annual accounts must be approved by the board of members and signed on behalf of the board by a member of the LLP.
                                                                  (2) The signature must be on the LLP's balance sheet.
                                                                  (3) If the accounts are prepared in accordance with the small LLPs regime, the balance sheet must contain, in a prominent position above the signature:
                                                                  (a) in the case of individual accounts prepared in accordance with the micro-entity provisions, a statement to that effect, or
                                                                  (b) in the case of accounts not prepared as mentioned in subsection (3)(a), a statement to the effect that the accounts have been prepared in accordance with the provisions applicable to LLPs subject to the small LLPs regime.
                                                                  (4) If annual accounts are approved that do not comply with the requirements of the Companies Regulations, every member of the LLP who —
                                                                  (a) knew that they did not comply, or was reckless as to whether they complied, and
                                                                  (b) failed to take reasonable steps to secure compliance with those requirements or, as the case may be, to prevent the accounts from being approved,
                                                                  (c) commits a contravention of the Companies Regulations.
                                                                  (5) A person who commits the contravention referred to in subsection (4) shall be liable to a fine of up to level 5."

                                                              • 20. 20. Publication of Accounts and Auditor's Report

                                                                Sections 405 and 407 to 412 apply to LLPs, modified so that they read as follows —

                                                                • 405. Duty to circulate copies of annual accounts and auditor's report

                                                                  (1) Every LLP required to prepare annual accounts must send a copy of its annual accounts and auditor's report for each financial year to —
                                                                  (a) every member of the LLP, and
                                                                  (b) every holder of the LLP's debentures.
                                                                  (2) Copies need not be sent to a person for whom the LLP does not have a current address.
                                                                  (3) An LLP has a "current address" for a person if —
                                                                  (a) an address has been notified to the LLP by the person as one at which documents may be sent to him, and
                                                                  (b) the LLP has no reason to believe that documents sent to him at that address will not reach him.
                                                                  (4) Where copies are sent out over a period of days, references in the Companies Regulations to the day on which copies are sent out shall be read as references to the last day of that period."

                                                                • 407. Default in sending out copies of accounts and auditor's report: contraventions

                                                                  (1) If default is made in complying with section 405 (duty to circulate copies of annual accounts and auditor's report), a contravention of the Companies Regulations is committed by —
                                                                  (a) the LLP, and
                                                                  (b) every member of the LLP who is in default.
                                                                  (2) A person who commits the contravention referred to in subsection (1) shall be liable to a fine of up to level 4.

                                                                • 408. Right of member or debenture holder to copies of accounts and auditor's report

                                                                  (1) A member of, or holder of debentures of, an LLP is entitled to be provided, on demand and without charge, with a copy of —
                                                                  (a) the LLP's last annual accounts, and
                                                                  (b) the auditor's report on those accounts (including the statement on that report).
                                                                  (2) The entitlement under this section is to a single copy of those documents, but that is in addition to any copy to which a person may be entitled under section 405 (duty to circulate copies of annual accounts and auditor's report).
                                                                  (3) If a demand made under this section is not complied with within seven days of receipt by the LLP, a contravention of the Companies Regulations is committed by —
                                                                  (a) the LLP, and
                                                                  (b) every member of the LLP who is in default.
                                                                  (4) A person who commits the contravention referred to in subsection (3) shall be liable to a fine of up to level 4.

                                                                • 409. Name of signatory to be stated in published copies of accounts and reports

                                                                  (1) Every copy of a document to which this section applies that is published by or on behalf of the LLP must state the name of the person who signed it on behalf of the board.
                                                                  (2) This section applies to the LLP's balance sheet.
                                                                  (3) If a copy is published without the required statement of the signatory's name, a contravention of the Companies Regulations is committed by —
                                                                  (a) the LLP, and
                                                                  (b) every member of the LLP who is in default.
                                                                  (4) A person who commits the contravention referred to in subsection (3) shall be liable to a level 3 fine.

                                                                • 410. Requirements in connection with publication of registrable accounts

                                                                  (1) If an LLP publishes any of its registrable accounts, they must be accompanied by the auditor's report on those accounts (unless the LLP is exempt from audit and the members have taken advantage of that exemption).
                                                                  (2) An LLP that prepares registrable group accounts for a financial year must not publish its registrable individual accounts for that year without also publishing with them its registrable group accounts.
                                                                  (3) An LLP's "registrable accounts" are its accounts for a financial year as required to be delivered to the Registrar under section 415 (duty to file accounts and reports with the Registrar).
                                                                  (4) If an LLP contravenes any provision of this section, a contravention of the Companies Regulations is committed by —
                                                                  (a) the LLP, and
                                                                  (b) every member of the LLP who is in default.
                                                                  (5) A person who commits the contravention referred to in subsection (4) shall be liable to a fine of up to level 5.

                                                                • 411. Requirements in connection with publication of non-registrable and other accounts

                                                                  (1) If an LLP publishes non-registrable accounts, it must publish with them a statement indicating —
                                                                  (a) that they are not the LLP's registrable accounts,
                                                                  (b) whether registrable accounts dealing with any financial year with which the non-registrable accounts purport to deal have been delivered to the Registrar, and
                                                                  (c) whether an auditor's report has been made on the LLP's registrable accounts for any such financial year, and if so whether the report —
                                                                  (i) was qualified or unqualified, or included a reference to any matters to which the auditor drew attention by way of emphasis without qualifying the report, or
                                                                  (ii) contained a statement under section 469(2) (accounting records or returns inadequate or accounts), or section 469(3) (failure to obtain necessary information and explanations).
                                                                  (2) The LLP must not publish with non-registrable accounts the auditor's report on the LLP's registrable accounts.
                                                                  (3) References in this section to the publication by an LLP of "non-registrable accounts" are to the publication of —
                                                                  (a) any balance sheet or profit and loss account relating to, or purporting to deal with, a financial year (or any part thereof) of the LLP, or
                                                                  (b) an account in any form purporting to be a balance sheet or profit and loss account for a group headed by the LLP relating to, or purporting to deal with, a financial year (or any part thereof) of the LLP,
                                                                  otherwise than as part of the LLP's registrable accounts.
                                                                  (4) In subsection (3)(b) "a group headed by the LLP" means a group consisting of the LLP and any other undertaking (regardless of whether it is a subsidiary undertaking of the LLP) other than a parent undertaking of the LLP.
                                                                  (5) If an LLP contravenes any provision of this section, a contravention of the Companies Regulations is committed by —
                                                                  (a) the LLP, and
                                                                  (b) every member of the LLP who is in default.
                                                                  (6) A person who commits the contravention referred to in subsection (5) shall be liable to a fine of up to level 4.

                                                                • 412. Meaning of "publication" in relation to accounts and reports

                                                                  (1) This section has effect for the purposes of —

                                                                  section 409 (name of signatory to be stated in published copies of accounts and reports),

                                                                  section 410 (requirements in connection with publication of registrable accounts), and

                                                                  section 411 (requirements in connection with publication of non-registrable accounts).
                                                                  (2) For the purposes of those sections an LLP is regarded as publishing a document if it publishes, issues or circulates it (including by making it available on a website) or otherwise makes it available for public inspection in a manner calculated to invite members of the public generally, or any class of members of the public, to read it."

                                                              • 21. 21. Filing of Accounts and Auditor's Report

                                                                Sections 415 to 421 and 423 to 427 apply to LLPs, modified so that they read as follows —

                                                                • 415. Duty to file accounts and reports with the Registrar

                                                                  (1) The members of an LLP must deliver to the Registrar for each financial year the accounts and reports required by —

                                                                  section 418 (filing obligations of LLPs subject to small LLPs regime),

                                                                  section 419 (filing obligations of LLPs entitled to small LLPs exemption: additional requirements),

                                                                  section 420 (filing obligations of medium-sized LLPs), and

                                                                  section 421 (filing obligations of LLPs generally).
                                                                  (2) This is subject to section 423 (dormant subsidiaries exempt from filing obligations).

                                                                • 416. Period allowed for filing accounts

                                                                  (1) This section specifies the period allowed for the members of an LLP to comply with their obligation under section 415 (duty to file accounts and reports with the Registrar) to deliver accounts and reports for a financial year to the Registrar. This is referred to in the Companies Regulations as the "period for filing" those accounts and reports.
                                                                  (2) The period is for an LLP, nine months after the end of the relevant accounting reference period.

                                                                  This is subject to the following provisions of this section.
                                                                  (3) If the relevant accounting reference period is the LLP's first and is a period of more than twelve months, the period is —
                                                                  (a) nine months or six months, as the case may be, from the first anniversary of the incorporation of the LLP, or
                                                                  (b) three months after the end of the accounting reference period, whichever last expires.
                                                                  (4) If the relevant accounting reference period is treated as shortened by virtue of a notice given by the LLP under section 381 (alteration of accounting reference date), the period is —
                                                                  (a) that applicable in accordance with the above provisions, or
                                                                  (b) three months from the date of the notice under that section,
                                                                  whichever last expires.
                                                                  (5) If for any special reason the Board thinks fit it may, on an application made before the expiry of the period otherwise allowed, by notice in writing to an LLP extend that period by such further period as may be specified in the notice.
                                                                  (6) In this section "the relevant accounting reference period" means the accounting reference period by reference to which the financial year for the accounts in question was determined.

                                                                • 417. Calculation of period allowed

                                                                  (1) This section applies for the purposes of calculating the period for filing an LLP's accounts and reports which is expressed as a specified number of months from a specified date or after the end of a specified previous period.
                                                                  (2) Subject to the following provisions, the period ends with the date in the appropriate month corresponding to the specified date or the last day of the specified previous period.
                                                                  (3) If the specified date, or the last day of the specified previous period, is the last day of a month, the period ends with the last day of the appropriate month (whether or not that is the corresponding date).
                                                                  (4) If —
                                                                  (a) the specified date, or the last day of the specified previous period, is not the last day of a month but is the 29th or 30th, and
                                                                  (b) the appropriate month is February,
                                                                  the period ends with the last day of February.
                                                                  (5) "The appropriate month" means the month that is the specified number of months after the month in which the specified date, or the end of the specified previous period, falls.

                                                                • 418. Filing obligations of LLPs subject to small LLPs regime

                                                                  (1) The members of an LLP subject to the small LLPs regime —
                                                                  (a) must deliver to the Registrar for each financial year a copy of a balance sheet drawn up as at the last day of that year, and
                                                                  (b) may also deliver to the Registrar a copy of the LLP's profit and loss account for that year.
                                                                  (2) The members must also deliver to the Registrar a copy of the auditor's report on the accounts that it delivers.

                                                                  This does not apply if the LLP is exempt from audit and the members have taken advantage of that exemption.
                                                                  (3) Subject to section 419 the copies of accounts and reports delivered to the Registrar must be copies of the LLP's annual accounts and reports.
                                                                  (4) The copy of the balance sheet delivered to the Registrar under this section must state the name of the person who signed it on behalf of the board.
                                                                  (5) The copy of the auditor's report delivered to the Registrar under this section must —
                                                                  (a) state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior auditor, or
                                                                  (b) if the conditions in section 477 (circumstances in which names may be omitted) are met, state that a determination has been made and notified to the Board in accordance with that section.

                                                                • 419. Filing obligations of LLPs entitled to small LLPs exemption: additional requirements

                                                                  (1) Where an LLP prepares accounts which are deliverable to the Registrar under section 418
                                                                  (a) the members may deliver to the Registrar a copy of a balance sheet drawn up as prescribed in rules made by the Board, and
                                                                  (b) there may be omitted from the copy of the profit and loss account delivered to the Registrar such items as may be specified by the rules made under subsection (1)(a).
                                                                  (2) Where the members of an LLP subject to the small LLPs regime deliver to the Registrar accounts, and in accordance with section 418 do not deliver to the Registrar a copy of the LLP's profit and loss account, the copy of the balance sheet delivered to the Registrar must contain in a prominent position a statement that the LLP's annual accounts have been delivered in accordance with the provisions applicable to LLPs subject to the small LLPs regime.

                                                                • 420. Filing obligations of medium-sized LLPs

                                                                  (1) The members of an LLP that qualifies as a medium-sized LLP in relation to a financial year (see sections 438 (LLPs qualifying as medium-sized: general) to 440 (LLPs excluded as being treated as medium-sized)) must deliver to the Registrar a copy of the LLP's annual accounts.
                                                                  (2) They must also deliver to the Registrar a copy of the auditor's report on those accounts.

                                                                  This does not apply if the LLP is exempt from audit and the members have taken advantage of that exemption.
                                                                  (3) The copy of the balance sheet delivered to the Registrar under this section must state the name of the person who signed it on behalf of the board.
                                                                  (4) The copy of the auditor's report delivered to the Registrar under this section must —
                                                                  (a) state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior auditor, or
                                                                  (b) if the conditions in section 477 (circumstances in which names may be omitted) are met, state that a determination has been made and notified to the Board in accordance with that section.
                                                                  (5) This section does not apply to LLPs within section 418 (filing obligations of LLPs subject to the small LLPs regime).

                                                                • 421. Filing obligations of LLPs generally

                                                                  (1) The members of an LLP must deliver to the Registrar for each financial year of the LLP a copy of the LLP's annual accounts.
                                                                  (2) The members to whom subsection (1) applies must also deliver to the Registrar a copy of the auditor's report on those accounts. This does not apply if the LLP is exempt from audit and the members have taken advantage of that exemption.
                                                                  (3) The copy of the balance sheet delivered to the Registrar under this section must state the name of the person who signed it on behalf of the board.
                                                                  (4) The copy of the auditor's report delivered to the Registrar under this section must —
                                                                  (a) state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior auditor, or
                                                                  (b) if the conditions in section 477 (circumstances in which names may be omitted) are met, state that a determination has been made and notified to the Board in accordance with that section.
                                                                  (5) This section does not apply to LLPs within —
                                                                  (a) section 418 (filing obligations of LLPs subject to the small LLPs regime), or
                                                                  (b) section 420 (filing obligations of medium-sized LLPs)."

                                                                • 423. Dormant subsidiaries exempt from obligation to file accounts

                                                                  (1) The members of an LLP are not required to deliver a copy of the LLP's individual accounts to the Registrar in respect of a financial year if —
                                                                  (a) the LLP is a subsidiary undertaking,
                                                                  (b) it has been dormant throughout the whole of that year, and
                                                                  (c) its parent undertaking is established under the law of the Abu Dhabi Global Market.
                                                                  (2) Exemption is conditional upon compliance with all of the following conditions —
                                                                  (a) all members of the LLP must agree to the exemption in respect of the financial year in question,
                                                                  (b) the parent undertaking must give a guarantee under section 425 (parent undertaking declaration of guarantee) in respect of that year,
                                                                  (c) the LLP must be included in the consolidated accounts drawn up for that year or to an earlier date in that year by the parent undertaking in accordance with international accounting standards,
                                                                  (d) the parent undertaking must disclose in the notes to the consolidated accounts that the members of the LLP are exempt from the requirement to deliver a copy of the LLP's individual accounts to the Registrar by virtue of this section, and
                                                                  (e) the members of the LLP must deliver to the Registrar within the period for filing the LLP's accounts and reports for that year —
                                                                  (i) a written notice of the agreement referred to in subsection (2)(a),
                                                                  (ii) the statement referred to in section 425(1) (parent undertaking declaration of guarantee),
                                                                  (iii) a copy of the consolidated accounts referred to in subsection (2)(c),
                                                                  (iv) a copy of the auditor's report on those accounts, and
                                                                  (v) a copy of the consolidated annual report drawn up by the parent undertaking.

                                                                • 424. LLPs excluded from the dormant subsidiaries exemption

                                                                  The members of an LLP are not entitled to the exemption conferred by section 423 (dormant subsidiaries) if the LLP was at any time within the financial year in question —

                                                                  (a) a public interest entity, or
                                                                  (b) a financial institution.

                                                                • 425. Dormant subsidiaries filing exemption: parent undertaking declaration of guarantee

                                                                  (1) A guarantee is given by a parent undertaking under this section when the members of the subsidiary LLP deliver to the Registrar a statement by the parent undertaking that it guarantees the subsidiary LLP under this section.
                                                                  (2) The statement under subsection (1) must be authenticated by the parent undertaking and must specify —
                                                                  (a) the name of the parent undertaking and its registered number,
                                                                  (b) the name and registered number of the subsidiary LLP in respect of which the guarantee is being given,
                                                                  (c) the date of the statement, and
                                                                  (d) the financial year to which the guarantee relates.
                                                                  (3) A guarantee given under this section has the effect that —
                                                                  (a) the parent undertaking guarantees all outstanding liabilities to which the subsidiary LLP is subject at the end of the financial year to which the guarantee relates, until they are satisfied in full, and
                                                                  (b) the guarantee is enforceable against the parent undertaking by any person to whom the subsidiary LLP is liable in respect of those liabilities.

                                                                • 426. Default in filing accounts and reports: contraventions

                                                                  (1) If the requirements of section 415 (duty to file accounts and reports with the Registrar) are not complied with in relation to an LLP's accounts and reports for a financial year before the end of the period for filing those accounts and reports, the LLP and every person who immediately before the end of that period was a member of the LLP, commits a contravention of the Companies Regulations.
                                                                  (2) A person does not commit the contravention referred to in subsection (1) if he proves that he took all reasonable steps for securing that those requirements would be complied with before the end of that period, and for this purpose, it is not enough to prove that the documents in question were not in fact prepared as required by this Part.
                                                                  (3) A person who commits the contravention referred to in subsection (1) shall be liable to a fine of up to level 5.

                                                                • 427. Default in filing accounts and reports: Court order

                                                                  (1) If —
                                                                  (a) the requirements of section 415 (duty to file accounts and reports with the Registrar) are not complied with in relation to an LLP's accounts and reports for a financial year before the end of the period for filing those accounts and reports, and
                                                                  (b) the members of the LLP fail to make good the default within 14 days after the service of a notice on them requiring compliance, the Court may, on the application of any member or creditor of the LLP or of the Registrar, make an order directing the members (or any of them) to make good the default within such time as may be specified in the order.
                                                                  (2) The Court's order may provide that all costs of and incidental to the application are to be borne by the members."

                                                              • 22. 22. Revision of Defective Accounts

                                                                Sections 428 to 431 apply to LLPs, modified so that they read as follows —

                                                                • 428. Voluntary revision of accounts etc.

                                                                  (1) If it appears to the members of an LLP that the LLP's annual accounts did not comply with the requirements of the Companies Regulations, they may prepare revised accounts.
                                                                  (2) Where copies of the previous accounts have been sent out to members or delivered to the Registrar, the revisions must be confined to —
                                                                  (a) the correction of those respects in which the previous accounts or report did not comply with the requirements of the Companies Regulations, and
                                                                  (b) the making of any necessary consequential alterations.
                                                                  (3) The Board may make rules as to the application of the provisions of the Companies Regulations in relation to revised annual accounts.
                                                                  (4) The rules may, in particular —
                                                                  (a) make different provision according to whether the previous accounts are replaced or are supplemented by a document indicating the corrections to be made,
                                                                  (b) make provision with respect to the functions of the LLP's auditor in relation to the revised accounts,
                                                                  (c) require the members to take such steps as may be specified in the rules where the previous accounts have been —
                                                                  (i) sent out to members and others under section 405 (duty to circulate copies of annual accounts and auditor's report), or
                                                                  (ii) delivered to the Registrar,
                                                                  (d) apply the provisions of the Companies Regulations (including those imposing fines for contraventions of the Companies Regulations) subject to such additions, exceptions and modifications as are specified in the rules.

                                                                • 429. Registrar's notice in respect of accounts

                                                                  (1) This section applies where —
                                                                  (a) copies of an LLP's annual accounts have been sent out under section 405 (duty to circulate copies of annual accounts and auditor's report), or
                                                                  (b) a copy of an LLP's annual accounts report has been delivered to the Registrar,
                                                                  and it appears to the Registrar that there is, or may be, a question whether the accounts comply with the requirements of the Companies Regulations.
                                                                  (2) The Registrar may give notice to the members of the LLP indicating the respects in which it appears that such a question arises or may arise.
                                                                  (3) The notice must specify a period of not less than one month for the members to give an explanation of the accounts or prepare revised accounts.
                                                                  (4) If at the end of the specified period, or such longer period as the Registrar may allow, it appears to the Registrar that the members have not —
                                                                  (a) given a satisfactory explanation of the accounts, or
                                                                  (b) revised the accounts so as to comply with the requirements of the Companies Regulations,
                                                                  the Registrar may apply to the Court.
                                                                  (5) The provisions of this section apply to revised annual accounts, in which case they have effect as if the references to revised accounts were references to further revised accounts.

                                                                • 430. Application to Court in respect of defective accounts

                                                                  (1) An application may be made to the Court —
                                                                  (a) by the Registrar, after having complied with section 429 (Registrar's notice in respect of accounts), or
                                                                  (b) by a person authorised by the Registrar for the purposes of this section, for a declaration that the annual accounts of an LLP do not comply with the requirements of the Companies Regulations and for an order requiring the members of the LLP to prepare revised accounts.
                                                                  (2) Notice of the application, together with a general statement of the matters at issue in the proceedings, shall be given by the applicant to the Registrar for registration.
                                                                  (3) If the Court orders the preparation of revised accounts, it may give directions as to —
                                                                  (a) the auditing of the accounts, and
                                                                  (b) the taking of steps by the members to bring the making of the order to the notice of persons likely to rely on the previous accounts,
                                                                  and such other matters as the Court thinks fit.
                                                                  (4) If the Court finds that the accounts did not comply with the requirements of the Companies Regulations it may order that all or part of —
                                                                  (a) the costs of and incidental to the application, and
                                                                  (b) any reasonable expenses incurred by the LLP in connection with or in consequence of the preparation of revised accounts,
                                                                  (c) are to be borne by such of the members as were party to the approval of the defective accounts.
                                                                  For this purpose every member of the LLP at the time of the approval of the accounts shall be taken to have been a party to the approval unless he shows that he took all reasonable steps to prevent that approval.
                                                                  (5) Where the Court makes an order under subsection (5) it shall have regard to whether the members party to the approval of the defective accounts knew or ought to have known that the accounts did not comply with the requirements of the Companies Regulations, and it may exclude one or more members from the order or order the payment of different amounts by different members.
                                                                  (6) On the conclusion of proceedings on an application under this section, the applicant must send to the Registrar for registration a copy of the Court order or, as the case may be, give notice to the Registrar that the application has failed or been withdrawn.
                                                                  (7) The provisions of this section apply to revised annual accounts, in which case they have effect as if the references to revised accounts were references to further revised accounts.

                                                                • 431. Other persons authorised to apply to the Court

                                                                  (1) The Registrar may authorise for the purposes of section 430 (application to Court in respect of defective accounts) (a "section 430 authorisation") any person appearing to it —
                                                                  (a) to have an interest in, and to have satisfactory procedures directed to securing, compliance by LLPs with the requirements of the Companies Regulations relating to accounts,
                                                                  (b) to have satisfactory procedures for receiving and investigating complaints about LLPs' annual accounts, and
                                                                  (c) otherwise to be a fit and proper person to be authorised.
                                                                  (2) A person may be authorised generally or in respect of particular classes of case, and different persons may be authorised in respect of different classes of case.
                                                                  (3) The Registrar may refuse to authorise a person if it considers that his authorisation is unnecessary having regard to the fact that there are one or more other persons who have been or are likely to be authorised.
                                                                  (4) If the authorised person is an unincorporated association, proceedings brought in, or in connection with, the exercise of any function by the association as an authorised person may be brought by or against the association in the name of a body corporate whose constitution provides for the establishment of the association.
                                                                  (5) A section 430 authorisation may contain such requirements or other provisions relating to the exercise of functions by the authorised person as appear to the Registrar to be appropriate.

                                                                  No such authorisation is to be made unless it appears to the Registrar that the person would, if authorised, exercise his functions as an authorised person in accordance with the provisions proposed.
                                                                  (6) Where authorisation is revoked, the Registrar may make such provision as it thinks fit with respect to pending proceedings."

                                                              • 23. 23. Power of authorised person to require documents etc.

                                                                Sections 432 to 435 and 437 to 441 apply to LLPs, modified so that they read as follows —

                                                                • 432. Power of authorised person to require documents, information and explanations

                                                                  (1) This section applies where it appears to a person who is authorised under section 431 (other persons authorised to apply to the Court) that there is, or may be, a question whether an LLP's annual accounts complies with the requirements of the Companies Regulations.
                                                                  (2) The authorised person may require any of the persons mentioned in subsection (3) to produce any document, or to provide him with any information or explanations, that he may reasonably require for the purpose of —
                                                                  (a) discovering whether there are grounds for an application to the Court under section 430 (application to Court in respect of defective accounts), or
                                                                  (b) deciding whether to make such an application.
                                                                  (3) Those persons are —
                                                                  (a) the LLP,
                                                                  (b) any member, employee, or auditor of the LLP,
                                                                  (c) any persons who fell within subsection (3)(b) at a time to which the document or information required by the authorised person relates.
                                                                  (4) If a person fails to comply with such a requirement, the authorised person may apply to the Court.
                                                                  (5) If it appears to the Court that the person has failed to comply with a requirement under subsection (2), it may order the person to take such steps as it directs for securing that the documents are produced or the information or explanations are provided.
                                                                  (6) Nothing in this section compels any person to disclose documents or information in respect of which a claim to legal professional privilege could be maintained in legal proceedings.
                                                                  (7) In this section "document" includes information recorded in any form.

                                                                • 433. Restrictions on disclosure of information obtained under compulsory powers

                                                                  (1) This section applies to information (in whatever form) obtained in pursuance of a requirement or order under section 432 (power of authorised person to require documents etc.) that relates to the private affairs of an individual or to any particular business.
                                                                  (2) No such information may, during the lifetime of that individual or so long as that business continues to be carried on, be disclosed without the consent of that individual or the person for the time being carrying on that business.
                                                                  (3) This does not apply —
                                                                  (a) to disclosure permitted by section 434 (permitted disclosure of information obtained under compulsory powers), or
                                                                  (b) to the disclosure of information that is or has been available to the public from another source.
                                                                  (4) A person who discloses information in contravention of this section commits a contravention of the Companies Regulations, unless —
                                                                  (a) he did not know, and had no reason to suspect, that the information had been disclosed under section 432 (power of authorised person to require documents, information and explanations), or
                                                                  (b) he took all reasonable steps and exercised all due diligence to avoid the commission of the contravention.
                                                                  (5) A person who commits the contravention referred to in subsection (4) shall be liable to a level 3 fine.
                                                                  (6) Where a contravention under this section is committed by a body corporate, every officer of the body who is in default also commits the contravention. For this purpose —
                                                                  (a) any person who purports to act as director, member (but only where the body is an LLP), manager or secretary of the body is treated as an officer of the body, and
                                                                  (b) if the body is a company, any shadow director is treated as an officer of the company.

                                                                • 434. Permitted disclosure of information obtained under compulsory powers

                                                                  (1) The prohibition in section 433 (restrictions on disclosure of information obtained under compulsory powers) of the disclosure of information obtained in pursuance of a requirement or order under section 432 (power of authorised person to require documents etc.) that relates to the private affairs of an individual or to any particular business has effect subject to the following exceptions.
                                                                  (2) It does not apply to the disclosure of information for the purpose of facilitating the carrying out by the authorised person of his functions under section 430 (application to Court in respect of defective accounts).
                                                                  (3) It does not apply to disclosure to —
                                                                  (a) the Board,
                                                                  (b) the Registrar, or
                                                                  (c) the Financial Services Regulator.
                                                                  (4) It does not apply to disclosure —
                                                                  (a) for the purpose of assisting a body designated by rules to monitor auditors,
                                                                  (b) with a view to the institution of, or otherwise for the purposes of, disciplinary proceedings relating to the performance by an accountant or auditor of his professional duties,
                                                                  (c) for the purpose of enabling or assisting the Board to exercise its functions under any law or regulation applicable to the Abu Dhabi Global Market.
                                                                  (5) It does not apply to disclosure to a body exercising functions of a public nature under legislation in any jurisdiction outside the Abu Dhabi Global Market that appear to the authorised person to be similar to his functions under section 430 (application to Court in respect of defective accounts) for the purpose of enabling or assisting that body to exercise those functions.
                                                                  (6) In determining whether to disclose information to a body in accordance with subsection (5), the authorised person must have regard to the following considerations —
                                                                  (a) whether the use which the body is likely to make of the information is sufficiently important to justify making the disclosure,
                                                                  (b) whether the body has adequate arrangements to prevent the information from being used or further disclosed other than —
                                                                  (i) for the purposes of carrying out the functions mentioned in that subsection, or
                                                                  (ii) for other purposes substantially similar to those for which information disclosed to the authorised person could be used or further disclosed.

                                                                • 435. Power to amend categories of permitted disclosure

                                                                  (1) The Board may make rules amending section 434(3), (4) and (5) (permitted disclosure of information obtained under compulsory powers).
                                                                  (2) Rules under this section must not —
                                                                  (a) amend subsection (3) of that section (Abu Dhabi Global Market public authorities) by specifying a person unless the person exercises functions of a public nature (whether or not he exercises any other function),
                                                                  (b) amend subsection (4) of that section (purposes for which disclosure permitted) by adding or modifying a description of disclosure unless the purpose for which the disclosure is permitted is likely to facilitate the exercise of a function of a public nature,
                                                                  (c) amend subsection (5) of that section (overseas regulatory authorities) so as to have the effect of permitting disclosures to be made to a body other than one that exercises functions of a public nature in a jurisdiction outside the Abu Dhabi Global Market."

                                                                • 437. Accounting standards

                                                                  (1) In this Part "accounting standards" means international accounting standards or such other standard accounting practice as may be prescribed by rules made by the Board.
                                                                  (2) References in this Part to accounting standards applicable to an LLP's annual accounts are to such standards as are, in accordance with their terms, relevant to the LLP's circumstances and to the accounts.
                                                                  (3) Rules under this section may contain such transitional and other supplementary and incidental provisions as appear to the Board to be appropriate."

                                                                • 438. LLPs qualifying as medium-sized: general

                                                                  (1) An LLP qualifies as medium-sized in relation to its first financial year if the qualifying conditions are met in that year,
                                                                  (2) An LLP qualifies as medium-sized in relation to a subsequent financial year —
                                                                  (a) if the qualifying conditions are met in that year and the preceding financial year,
                                                                  (b) if the qualifying conditions are met in that year and the LLP qualified as medium-sized in relation to the preceding financial year,
                                                                  (c) if the qualifying conditions were met in the preceding financial year and the LLP qualified as medium-sized in relation to that year.
                                                                  (3) The qualifying conditions are met by an LLP in a year in which it satisfies both of the following requirements —
                                                                  1. Turnover Not more than 68 million US dollars
                                                                  2. Number of employees Not more than 75
                                                                  (4) For a period that is an LLP's financial year but not in fact a year the maximum figures for turnover must be proportionately adjusted.
                                                                  (5) The number of employees means the average number of persons employed by the LLP in the year, determined as follows —
                                                                  (a) find for each month in the financial year the number of persons employed under contracts of service by the company in that month (whether throughout the month or not),
                                                                  (b) add together the monthly totals, and
                                                                  (c) divide by the number of months in the financial year.
                                                                  (6) This section is subject to section 439 (LLPs qualifying as medium-sized: parent LLPs).

                                                                • 439. LLPs qualifying as medium-sized: parent LLPs

                                                                  (1) A parent LLP qualifies as a medium-sized LLP in relation to a financial year only if the group headed by it qualifies as a medium-sized group.
                                                                  (2) A group qualifies as medium-sized in relation to the parent LLP's first financial year if the qualifying conditions are met in that year.
                                                                  (3) A group qualifies as medium-sized in relation to a subsequent financial year of the parent LLP —
                                                                  (a) if the qualifying conditions are met in that year and the preceding financial year,
                                                                  (b) if the qualifying conditions are met in that year and the group qualified as medium-sized in relation to the preceding financial year,
                                                                  (c) if the qualifying conditions were met in the preceding financial year and the group qualified as medium-sized in relation to that year.
                                                                  (4) The qualifying conditions are met by a group in a year in which it satisfies both of the following requirements —
                                                                  1. Aggregate turnover Not more than 68 million US dollars
                                                                  2. Number of employees Not more than 75
                                                                  (5) The aggregate figures are ascertained by aggregating the relevant figures determined in accordance with section 438 (LLPs qualifying as medium-sized: general) for each member of the group.
                                                                  (6) In relation to the aggregate figures for turnover —

                                                                  "net" means after any set-offs and other adjustments made to eliminate group transactions in accordance with international accounting standards, and

                                                                  "gross" means without those set-offs and other adjustments.

                                                                  An LLP may satisfy any relevant requirement on the basis of either the net or the gross figure.
                                                                  (7) The figures for each subsidiary undertaking shall be those included in its individual accounts for the relevant financial year, that is —
                                                                  (a) if its financial year ends with that of the parent company, that financial year, and
                                                                  (b) if not, its financial year ending last before the end of the financial year of the parent company.
                                                                  If those figures cannot be obtained without disproportionate expense or undue delay, the latest available figures shall be taken.

                                                                • 440. LLPs excluded from being treated as medium-sized

                                                                  (1) An LLP is not entitled to take advantage of any of the provisions of this Part relating to LLPs qualifying as medium-sized if it was at any time within the financial year in question —
                                                                  (a) a public interest entity,
                                                                  (b) a financial institution,
                                                                  (c) a member of an ineligible group.
                                                                  (2) A group is ineligible if any of its members is —
                                                                  (a) a public interest entity,
                                                                  (b) a financial institution.

                                                                • 441. General power to make further provision about accounts and reports

                                                                  (1) The Board may make rules about —
                                                                  (a) the accounts that LLPs are required to prepare,
                                                                  (b) the categories of LLPs required to prepare accounts of any description,
                                                                  (c) the form and content of the accounts that LLPs are required to prepare,
                                                                  (d) the obligations of LLPs and others as regards —
                                                                  (i) the approval of accounts,
                                                                  (ii) the sending of accounts to members and others,
                                                                  (iii) the delivery of copies of accounts to the Registrar, and
                                                                  (iv) the publication of accounts.
                                                                  (2) The rules may amend this Part by adding, altering or repealing provisions.
                                                                  (3) But they must not amend (other than consequentially) —
                                                                  (a) section 382 (accounts to give a fair representation), or
                                                                  (b) the provisions of Chapter 9 (revision of defective accounts).
                                                                  (4) The rules may impose fines (up to a maximum of level 3) for contraventions of the rules."

                                                              • 24. 24. Supplementary Provisions

                                                                Sections 442 and 444 to 446 apply to LLPs, modified so that they read as follows —

                                                                • 442. Preparation and filing of accounts in other relevant currencies

                                                                  (1) The amounts set out in the annual accounts of an LLP shall be shown in United States Dollars and may also be shown in the same accounts translated into any other relevant currency.
                                                                  (2) When complying with section 415 (duty to file accounts and reports with the Registrar), the members of an LLP may deliver to the Registrar an additional copy of the LLP's annual accounts in which the amounts have been translated into any other relevant currency.
                                                                  (3) In both cases —
                                                                  (a) the amounts must have been translated at the exchange rate prevailing on the date to which the balance sheet is made up, and
                                                                  (b) that rate must be disclosed in the notes to the accounts.
                                                                  (4) Subsection (3)(b) does not apply to the individual accounts of an LLP for a financial year in which the LLP qualifies as a micro-entity (see sections 373 (LLPs qualifying as micro-entities) and 374 (LLPs excluded from being treated as micro-entities)).
                                                                  (5) For the purposes of sections 410 and 411 (requirements in connection with published accounts) any additional copy of the LLP's annual accounts delivered to the Registrar under subsection (2) above shall be treated as registrable accounts of the LLP.

                                                                  In the case of such a copy, references in those sections to the auditor's report on the LLP's annual accounts shall be read as references to the auditor's report on the annual accounts of which it is a copy."

                                                                • 444. Meaning of "annual accounts" and related expressions

                                                                  (1) In this Part an LLP's "annual accounts", in relation to a financial year, means —
                                                                  (a) any individual accounts prepared by the LLP for that year (see section 383 (duty to prepare individual accounts)), and
                                                                  (b) any group accounts prepared by the LLP for that year (see sections 388 (option to prepare group accounts) and 389 (duty to prepare group accounts)).
                                                                  This is subject to section 392 (option to omit individual profit and loss account from annual accounts where information given in notes to the individual balance sheet).
                                                                  (2) An LLP's "annual accounts" for a financial year are —
                                                                  (a) its annual accounts, and
                                                                  (b) the auditor's report on those accounts (unless the LLP is exempt from audit).

                                                                • 445. Notes to the accounts

                                                                  (1) Information required by this Part to be given in notes to an LLP's annual accounts may be contained in the accounts or in a separate document annexed to the accounts.
                                                                  (2) References in this Part to an LLP's annual accounts, or to a balance sheet or profit and loss account, include notes to the accounts giving information which is required by any provision of the Companies Regulations or international accounting standards, and required or allowed by any such provision to be given in a note to LLP accounts.

                                                                • 446. Minor definitions

                                                                  (1) In this Part —

                                                                  "group" means a parent undertaking and its subsidiary undertakings,

                                                                  "included in the consolidation", in relation to group accounts, or "included in consolidated group accounts", means that the undertaking is included in the accounts by the method of full (and not proportional) consolidation, and references to an undertaking excluded from consolidation shall be construed accordingly,

                                                                  "international accounting standards" means the international accounting standards specified as such in rules made by the Board,

                                                                  "micro-entity minimum accounting item" means an item of information required by this Part or by rules made by the Board under this Part to be contained in the individual accounts of an LLP for a financial year in relation to which it qualifies as a micro-entity (see sections 373 (LLPs qualifying as micro-entities) and 374 (LLPs excluded from being treated as micro-entities)),

                                                                  "micro-entity provisions" means any provisions of this Part, Part 15 or rules made by the Board under this Part relating specifically to the individual accounts of an LLP which qualifies as a micro-entity,

                                                                  "profit and loss account", includes an income statement or other equivalent financial statement required to be prepared by international accounting standards,

                                                                  "turnover", in relation to an LLP, means the amounts derived from the provision of goods and services falling within the LLP's ordinary activities, after deduction of —
                                                                  (a) trade discounts,
                                                                  (b) value added tax, and
                                                                  (c) any other taxes based on the amounts so derived.
                                                                  (2) In the case of an undertaking not trading for profit, any reference in this Part to a profit and loss account is to an income and expenditure account.

                                                                  References to profit and loss and, in relation to group accounts, to a consolidated profit and loss account shall be construed accordingly."

                                                              • 25. 25. Audit

                                                                Sections 447 to 456 apply to LLPs, modified so that they read as follows —

                                                                • 447. Requirement for audited accounts and public interest entities and financial institutions

                                                                  (1) An LLP's annual accounts for a financial year must be audited in accordance with this Part unless the LLP is exempt from audit under —

                                                                  section 449 (small LLPs),

                                                                  section 452 (subsidiary LLPs), or

                                                                  section 455 (dormant LLPs).
                                                                  (2) An LLP is not entitled to any such exemption unless its balance sheet contains a statement by the members to that effect.
                                                                  (3) An LLP is not entitled to exemption under any of the provisions mentioned in subsection (1) unless its balance sheet contains a statement by the members to the effect that —
                                                                  (a) the members have not required the LLP to obtain an audit of its accounts for the year in question in accordance with section 448 (right of members to require audit), and
                                                                  (b) the members acknowledge their responsibilities for complying with the requirements of the Companies Regulations with respect to accounting records and the preparation of accounts.
                                                                  (4) The statement required by subsection (2) or (3) must appear on the balance sheet above the signature required by section 399 (approval and signing of accounts).
                                                                  (5) In this Part, "public interest entity" and "financial institution" shall have the meaning given to them in section 372 (public interest entities and financial institutions).

                                                                • 448. Right of members to require audit

                                                                  (1) The members of an LLP that would otherwise be entitled to exemption from audit under any of the provisions mentioned in section 447(1) (exemptions from audit of annual accounts) may by notice under this section require it to obtain an audit of its accounts for a financial year.
                                                                  (2) The notice must be given by not less than 10% in number of the members of the LLP.
                                                                  (3) The notice may not be given before the financial year to which it relates and must be given not later than one month before the end of that year.

                                                                • 449. Small LLPs: conditions for exemption from audit

                                                                  (1) An LLP that qualifies as a small LLP in relation to a financial year is exempt from the requirements of the Companies Regulations relating to the audit of accounts for that year.

                                                                  For the purposes of this section whether an LLP qualifies as a small LLP shall be determined in accordance with section 369 (LLPs qualifying as small).
                                                                  (2) This section has effect subject to —

                                                                  section 447(2) and (3) (requirements as to statements to be contained in balance sheet),

                                                                  section 448 (right of members to require audit),

                                                                  section 450 (LLPs excluded from small LLPs exemption), and

                                                                  section 451 (availability of small LLPs exemption in case of group LLP).

                                                                • 450. LLPs excluded from small LLPs exemption

                                                                  An LLP is not entitled to the exemption conferred by section 449 (small LLPs) if it was at any time within the financial year in question —

                                                                  (a) a public interest entity, or
                                                                  (b) a financial institution.

                                                                • 451. Availability of small LLPs exemption in case of group LLP

                                                                  (1) An LLP is not entitled to the exemption conferred by section 449 (small LLPs) in respect of a financial year during any part of which it was a group LLP unless —
                                                                  (a) the group —
                                                                  (i) qualifies as a small group in relation to that financial year, and
                                                                  (ii) was not at any time in that year an ineligible group, or
                                                                  (b) subsection (2) applies.
                                                                  (2) An LLP is not excluded by subsection (1) if, throughout the whole of the period or periods during the financial year when it was a group LLP, it was both a subsidiary undertaking and dormant.
                                                                  (3) In this section —
                                                                  (a) "group LLP" means an LLP that is a parent LLP or a subsidiary undertaking, and
                                                                  (b) the group", in relation to a group LLP, means that LLP together with all its associated undertakings.
                                                                  For this purpose undertakings are associated if one is a subsidiary undertaking of the other or both are subsidiary undertakings of a third undertaking.
                                                                  (4) For the purposes of this section —
                                                                  (a) whether a group qualifies as small shall be determined in accordance with section 370 (LLPs qualifying as small: parent LLPs), and
                                                                  (b) "ineligible group" has the meaning given by section 371(2) (LLPs excluded from the small LLPs regime)
                                                                  (5) The provisions mentioned in subsection (4) apply for the purposes of this section as if all the bodies corporate in the group were LLPs.

                                                                • 452. Subsidiary LLPs: conditions for exemption from audit

                                                                  (1) An LLP is exempt from the requirements of the Companies Regulations relating to the audit of individual accounts for a financial year if —
                                                                  (a) it is itself a subsidiary undertaking, and
                                                                  (b) its parent undertaking is established under the law of the Abu Dhabi Global Market.
                                                                  (2) Exemption is conditional upon compliance with all of the following conditions —
                                                                  (a) all members of the LLP must agree to the exemption in respect of the financial year in question,
                                                                  (b) the parent undertaking must give a guarantee under section 454 (parent undertaking declaration of guarantee) in respect of that year,
                                                                  (c) the LLP must be included in the consolidated accounts drawn up for that year or to an earlier date in that year by the parent undertaking in accordance with international accounting standards,
                                                                  (d) the parent undertaking must disclose in the notes to the consolidated accounts that the LLP is exempt from the requirements of the Companies Regulations relating to the audit of individual accounts by virtue of this section, and
                                                                  (e) the members of the LLP must deliver to the Registrar on or before the date that they file the accounts for that year —
                                                                  (i) a written notice of the agreement referred to in subsection (2)(a),
                                                                  (ii) the statement referred to in section 454(1),
                                                                  (iii) a copy of the consolidated accounts referred to in subsection (2)(c),
                                                                  (iv) a copy of the auditor's report on those accounts, and (v) a copy of the consolidated annual report drawn up by the parent undertaking.
                                                                  (3) This section has effect subject to —

                                                                  section 447(2) and (3) (requirements as to statements contained in balance sheet), and

                                                                  section 448 (right of members to require audit).

                                                                • 453. LLPs excluded from the subsidiary LLPs audit exemption

                                                                  An LLP is not entitled to the exemption conferred by section 452 (subsidiary LLPs) if it was at any time within the financial year in question —

                                                                  (a) an LLP whose securities are listed on a recognised investment exchange, or
                                                                  (b) a financial institution.

                                                                • 454. Subsidiary LLPs audit exemption: parent undertaking declaration of guarantee

                                                                  (1) A guarantee is given by a parent undertaking under this section when the members of the subsidiary LLP deliver to the Registrar a statement by the parent undertaking that it guarantees the subsidiary LLP under this section.
                                                                  (2) The statement under subsection (1) must be authenticated by the parent undertaking and must specify —
                                                                  (a) the name of the parent undertaking and its registered number,
                                                                  (b) the name and registered number of the subsidiary LLP in respect of which the guarantee is being given,
                                                                  (c) the date of the statement, and
                                                                  (d) the financial year to which the guarantee relates.
                                                                  (3) A guarantee given under this section has the effect that —
                                                                  (a) the parent undertaking guarantees all outstanding liabilities to which the subsidiary LLP is subject at the end of the financial year to which the guarantee relates, until they are satisfied in full, and
                                                                  (b) the guarantee is enforceable against the parent undertaking by any person to whom the subsidiary LLP is liable in respect of those liabilities.

                                                                • 455. Dormant LLPs: conditions for exemption from audit

                                                                  (1) An LLP is exempt from the requirements of the Companies Regulations relating to the audit of accounts in respect of a financial year if —
                                                                  (a) it has been dormant since its formation, or
                                                                  (b) it has been dormant since the end of the previous financial year and the following conditions are met.
                                                                  (2) The conditions are that the LLP —
                                                                  (a) as regards its individual accounts for the financial year in question —
                                                                  (i) is entitled to prepare accounts in accordance with the small LLPs regime (see sections 368 (LLPs subject to the small LLPs regime) to 371 (LLPs excluded from the small LLPs regime)), and
                                                                  (ii) is not required to prepare group accounts for that year.
                                                                  (3) This section has effect subject to —

                                                                  section 447(2) and (3) (requirements as to statements to be contained in balance sheet),

                                                                  section 448 (right of members to require audit), and

                                                                  section 456 (LLPs excluded from dormant LLPs exemption).

                                                                • 456. LLPs excluded from dormant LLPs exemption

                                                                  An LLP is not entitled to the exemption conferred by section 455 (dormant LLPs) if it was at any time within the financial year in question licensed under the Commercial Licensing Regulations 2015 as a financial institution."

                                                              • 26. 26. Appointment of Auditors

                                                                Sections 457 to 460 and 464 to 466 apply to LLPs, modified so that they read as follows —

                                                                • 457. Appointment of auditors of LLPs: general

                                                                  (1) An auditor or auditors of an LLP must be appointed for each financial year of the LLP, unless the members reasonably resolve otherwise on the ground that audited accounts are unlikely to be required.
                                                                  (2) For each financial year for which an auditor or auditors is or are to be appointed (other than the LLP's first financial year), the appointment must be made before the end of the period of 28 days beginning with —
                                                                  (a) the end of the time allowed for sending out copies of the LLP's annual accounts and reports for the previous financial year (see section 405 (duty to circulate copies of annual accounts and auditor's report)), or
                                                                  (b) if earlier, the day on which copies of the LLP's annual accounts and reports for the previous financial year are sent out under section 405 (duty to circulate copies of annual accounts and auditor's report).
                                                                  This is the "period for appointing auditors".
                                                                  (3) The members may appoint an auditor or auditors of the LLP —
                                                                  (a) at any time before the LLP's first period for appointing auditors,
                                                                  (b) following a period during which the LLP (being exempt from audit) did not have any auditor, at any time before the LLP's next period for appointing auditors, or
                                                                  (c) to fill a casual vacancy in the office of auditor.
                                                                  (4) The members may appoint an auditor or auditors —
                                                                  (a) during a period for appointing auditors,
                                                                  (b) if the LLP should have appointed an auditor or auditors during a period for appointing auditors but failed to do so, or
                                                                  (c) where the members had power to appoint under subsection (3) but have failed to make an appointment.
                                                                  (5) An auditor or auditors of an LLP may only be appointed —
                                                                  (a) in accordance with this section,
                                                                  (b) in accordance with section 458 (default power of Registrar), or
                                                                  This is without prejudice to any deemed re-appointment under section 459 (term of office of auditors of LLPs).

                                                                • 458. Appointment of auditors of LLPs: default power of Registrar

                                                                  (1) If an LLP fails to appoint an auditor or auditors in accordance with section 457 (appointment of auditors of LLPs: general), the Registrar may appoint one or more persons to fill the vacancy.
                                                                  (2) Where subsection (2) of that section applies and the LLP fails to make the necessary appointment before the end of the period for appointing auditors, the LLP must within one week of the end of that period give notice to the Registrar of its power having become exercisable.
                                                                  (3) If an LLP fails to give the notice required by this section, a contravention of the Companies Regulations is committed by —
                                                                  (a) the LLP, and
                                                                  (b) every designated member of the LLP who is in default.
                                                                  (4) A person who commits the contravention referred to in subsection (3) shall be liable to a level 3 fine.

                                                                • 459. Term of office of auditors of LLPs

                                                                  (1) An auditor or auditors of an LLP hold office in accordance with the terms of their appointment, subject to the requirements that —
                                                                  (a) they do not take office until any previous auditor or auditors cease to hold office, and
                                                                  (b) they cease to hold office at the end of the next period for appointing auditors unless re-appointed.
                                                                  (2) Where no auditor has been appointed by the end of the next period for appointing auditors, any auditor in office immediately before that time is deemed to be re-appointed at that time, unless —
                                                                  (a) the LLP agreement requires actual re-appointment, or
                                                                  (b) the deemed re-appointment is prevented by the members under section 460 (prevention by members of deemed re-appointment of auditor), or
                                                                  (c) the members have determined that he should not be re-appointed, or
                                                                  (d) the members have determined that no auditor or auditors should be appointed for the financial year in question.
                                                                  (3) This is without prejudice to the provisions of this Part as to removal and resignation of auditors.
                                                                  (4) No account shall be taken of any loss of the opportunity of deemed reappointment under this section in ascertaining the amount of any compensation or damages payable to an auditor on his ceasing to hold office for any reason.

                                                                • 460. Prevention by members of deemed re-appointment of auditor

                                                                  (1) An auditor of an LLP is not deemed to be re-appointed under section 459(2) if the LLP has received notices under this section from members representing at least the requisite percentage of the total voting rights in the LLP that the auditor should not be re-appointed.
                                                                  (2) The "requisite percentage" is 5%, or such lower percentage as is specified for this purpose in the LLP agreement.
                                                                  (3) A notice under this section —
                                                                  (a) may be in hard copy or electronic form,
                                                                  (b) must be authenticated by the person or persons giving it, and
                                                                  (c) must be received by the LLP before the end of the accounting reference period immediately."

                                                                • 464. Fixing of auditor's remuneration

                                                                  (1) The remuneration of an auditor appointed by the members of an LLP must be fixed by the members or in such manner as the members may determine.
                                                                  (2) The remuneration of an auditor appointed by the Registrar must be fixed by the Registrar.
                                                                  (3) For the purposes of this section "remuneration" includes sums paid in respect of expenses.
                                                                  (4) This section applies in relation to benefits in kind as to payments of money.

                                                                • 465. Disclosure of terms of audit appointment

                                                                  (1) The Board may make rules for securing the disclosure of the terms on which an LLP's auditor is appointed, remunerated or performs his duties.

                                                                  Nothing in the following provisions of this section affects the generality of this power.
                                                                  (2) The rules may —
                                                                  (a) require disclosure of —
                                                                  (i) a copy of any terms that are in writing, and
                                                                  (ii) a written memorandum setting out any terms that are not in writing,
                                                                  (b) require disclosure to be at such times, in such places and by such means as are specified in the rules,
                                                                  (c) require the place and means of disclosure to be stated —
                                                                  (i) in a note to the LLP's annual accounts (in the case of its individual accounts) or in such manner as is specified in the rules (in the case of group accounts), or
                                                                  (ii) in the auditor's report on the LLP's annual accounts.
                                                                  (3) The provisions of this section apply to a variation of the terms mentioned in subsection (1) as they apply to the original terms.

                                                                • 466. Disclosure of services provided by auditor or associates and related remuneration

                                                                  (1) The Board may make rules for securing the disclosure of —
                                                                  (a) the nature of any services provided for an LLP by the LLP's auditor (whether in his capacity as auditor or otherwise) or by his associates,
                                                                  (b) the amount of any remuneration received or receivable by an LLP's auditor, or his associates, in respect of any such services.
                                                                  Nothing in the following provisions of this section affects the generality of this power.
                                                                  (2) The rules may provide —
                                                                  (a) for disclosure of the nature of any services provided to be made by reference to any class or description of services specified in the rules (or any combination of services, however described),
                                                                  (b) for the disclosure of amounts of remuneration received or receivable in respect of services of any class or description specified in the rules (or any combination of services, however described),
                                                                  (c) for the disclosure of separate amounts so received or receivable by the LLP's auditor or any of his associates, or of aggregate amounts so received or receivable by all or any of those persons.
                                                                  (3) The rules may —
                                                                  (a) provide that "remuneration" includes sums paid in respect of expenses,
                                                                  (b) apply to benefits in kind as well as to payments of money, and require the disclosure of the nature of any such benefits and their estimated money value,
                                                                  (c) apply to services provided for associates of an LLP as well as to those provided for an LLP,
                                                                  (d) define "associate" in relation to an auditor and a company respectively.
                                                                  (4) The rules may provide that any disclosure required by the rules is to be made —
                                                                  (a) in a note to the LLP's annual accounts (in the case of its individual accounts) or in such manner as is specified in the rules (in the case of group accounts), or
                                                                  (b) in the auditor's report on the LLP's annual accounts.
                                                                  (5) If the rules provide that any such disclosure is to be made as mentioned in subsection (4)(a) the rules may require the auditor to supply the members of the LLP with any information necessary to enable the disclosure to be made.

                                                              • 27. 27. Functions of Auditor

                                                                Sections 467 and 469 to 478 apply to LLPs, modified so that they read as follows —

                                                                • 467. Auditor's report on LLP's annual accounts

                                                                  (1) An LLP's auditor must make a report to the LLP's members on all annual accounts of the LLP of which copies are, during his tenure of office to be sent out to members under section 405 (duty to circulate copies of annual accounts and auditor's report),
                                                                  (2) The auditor's report must include —
                                                                  (a) an introduction identifying the annual accounts that are the subject of the audit and the financial reporting framework that has been applied in their preparation, and
                                                                  (b) a description of the scope of the audit identifying the auditing standards in accordance with which the audit was conducted.
                                                                  (3) The report must state clearly whether, in the auditor's opinion, the annual accounts —
                                                                  (a) fairly present —
                                                                  (i) in the case of an individual balance sheet, the state of affairs of the LLP as at the end of the financial year,
                                                                  (ii) in the case of an individual profit and loss account, the profit or loss of the LLP for the financial year,
                                                                  (iii) in the case of group accounts, the state of affairs as at the end of the financial year and of the profit or loss for the financial year of the undertakings included in the consolidation as a whole, so far as concerns members of the LLP,
                                                                  (j) have been properly prepared in accordance with the relevant financial reporting framework, and
                                                                  (k) have been prepared in accordance with the requirements of the Companies Regulations.

                                                                  Expressions used in this subsection or subsection (4) that are defined for the purposes of Part 14 (see sections 437 (accounting standards), 444 (meaning of "annual accounts" and related expressions) and 446 (minor definitions)) have the same meaning as in that Part.
                                                                  (4) The following provisions apply to the auditors of an LLP which qualifies as a micro-entity in relation to a financial year (see sections 373 (LLPs qualifying as micro-entities) and 374 (LLPs excluded from being treated as micro-entities)) in their consideration of whether the individual accounts of the LLP for that year give a fair representation as mentioned in subsection (3)(a) —
                                                                  (a) where the accounts comprise only micro-entity minimum accounting items, the auditors must disregard any provision of an accounting standard which would require the accounts to contain information additional to those items,
                                                                  (b) in relation to a micro-entity minimum accounting item contained in the accounts, the auditors must disregard any provision of an accounting standard which would require the accounts to contain further information in relation to that item, and
                                                                  (c) where the accounts contain an item of information additional to the microentity minimum accounting items, the auditors must have regard to any provision of an accounting standard which relates to that item.
                                                                  (5) The auditor's report —
                                                                  (a) must be either unqualified or qualified, and
                                                                  (b) must include a reference to any matters to which the auditor wishes to draw attention by way of emphasis without qualifying the report."

                                                                • 469. Duties of auditor

                                                                  (1) An LLP's auditor, in preparing his report, must carry out such investigations as will enable him to form an opinion as to —
                                                                  (a) whether adequate accounting records have been kept by the LLP and returns adequate for their audit have been received from branches not visited by him, and
                                                                  (b) whether the LLP's individual accounts are in agreement with the accounting records and returns.
                                                                  (2) If the auditor is of the opinion —
                                                                  (a) that adequate accounting records have not been kept, or that returns adequate for their audit have not been received from branches not visited by him, or
                                                                  (b) that the LLP's individual accounts are not in agreement with the accounting records and returns, the auditor shall state that fact in his report.
                                                                  (3) If the auditor fails to obtain all the information and explanations which, to the best of his knowledge and belief, are necessary for the purposes of his audit, he shall state that fact in his report.
                                                                  (4) If the members of the LLP have prepared accounts in accordance with the small LLPs regime, and in the auditor's opinion they were not entitled to do so, the auditor shall state that fact in his report.

                                                                • 470. Auditor's general right to information

                                                                  (1) An auditor of an LLP —
                                                                  (a) has a right of access at all times to the LLP's books, accounts and vouchers (in whatever form they are held), and
                                                                  (b) may require any of the following persons to provide him with such information or explanations as he thinks necessary for the performance of his duties as auditor.
                                                                  (2) Those persons are —
                                                                  (a) any member or employee of the LLP,
                                                                  (b) any person holding or accountable for any of the LLP's books, accounts or vouchers,
                                                                  (c) any subsidiary undertaking of the LLP which is a body corporate incorporated in the Abu Dhabi Global Market,
                                                                  (d) any officer, employee or auditor of any such subsidiary undertaking or any person holding or accountable for any books, accounts or vouchers of any such subsidiary undertaking,
                                                                  (e) any person who fell within any of subsection (2)(a) to (d) at a time to which the information or explanations required by the auditor relates or relate.
                                                                  (3) Nothing in this section compels a person to disclose information in respect of which a claim to legal professional privilege could be maintained in legal proceedings.

                                                                • 471. Auditor's right to information from overseas subsidiary undertakings

                                                                  (1) Where a parent LLP has a subsidiary undertaking that is not a body corporate incorporated in the Abu Dhabi Global Market, the auditor of the parent LLP may require it to obtain from any of the following persons such information or explanations as he may reasonably require for the purposes of his duties as auditor.
                                                                  (2) Those persons are —
                                                                  (a) the undertaking,
                                                                  (b) any officer, employee or auditor of the undertaking,
                                                                  (c) any person holding or accountable for any of the undertaking's books, accounts or vouchers,
                                                                  (d) any person who fell within subsection (2)(b) or (c) at a time to which the information or explanations relates or relate.
                                                                  (3) If so required, the parent LLP must take all such steps as are reasonably open to it to obtain the information or explanations from the person concerned.
                                                                  (4) Nothing in this section compels a person to disclose information in respect of which a claim to legal professional privilege could be maintained in legal proceedings.

                                                                • 472. Auditor's rights to information: contraventions

                                                                  (1) A person commits a contravention of the Companies Regulations who knowingly or recklessly makes to an auditor of an LLP a statement (oral or written) that —
                                                                  (a) conveys or purports to convey any information or explanations which the auditor requires, or is entitled to require, under section 470 (auditor's general right to information), and
                                                                  (b) is misleading, false or deceptive in a material particular.
                                                                  (2) A person who commits the contravention referred to in subsection (1) shall be liable to a fine of up to level 5.
                                                                  (3) A person who fails to comply with a requirement under section 470 (auditor's general right to information) without delay commits a contravention of the Companies Regulations unless it was not reasonably practicable for him to provide the required information or explanations.
                                                                  (4) If a parent LLP fails to comply with section 471 (auditor's right to information from overseas subsidiary undertakings), a contravention of the Companies Regulations is committed by —
                                                                  (a) the LLP, and
                                                                  (b) every member of the LLP who is in default.
                                                                  (5) A person who commits the contravention referred to in subsection (3) shall be liable to a fine of up to level 4.
                                                                  (6) A person who commits the contravention referred to in subsection (4) shall be liable to a level 3 fine.
                                                                  (7) Nothing in this section affects any right of an auditor to apply for an injunction to enforce any of his rights under section 470 (general right to information) or 471 (right to information from overseas subsidiary undertakings).

                                                                • 473. Auditor's rights in relation to meetings

                                                                  (1) An LLP's auditor is entitled —
                                                                  (a) to receive all notices of, and other communications relating to, any meeting which a member of the LLP is entitled to receive, where any part of the business of the meeting concerns them as auditors,
                                                                  (b) to attend any meeting of the LLP where any part of the business of the meeting concerns them as auditors, and
                                                                  (c) to be heard at any meeting which he attends on any part of the business of the meeting which concerns him as auditor.
                                                                  (2) Where the auditor is a firm, the right to attend or be heard at a meeting is exercisable by an individual authorised by the firm in writing to act as its representative at the meeting.

                                                                • 474. Signature of auditor's report

                                                                  (1) The auditor's report must state the name of the auditor and be signed and dated.
                                                                  (2) Where the auditor is an individual, the report must be signed by him.
                                                                  (3) Where the auditor is a firm, the report must be signed by the senior auditor in his own name, for and on behalf of the auditor.

                                                                • 475. Senior auditor

                                                                  (1) The senior auditor means the individual identified by the firm as senior auditor in relation to the audit in accordance with —
                                                                  (a) standards issued by the Board, or
                                                                  (b) if there is no applicable standard so issued, any relevant guidance issued by —
                                                                  (i) the Board, or
                                                                  (ii) a body appointed by the Board.
                                                                  (2) The person identified as senior auditor must be eligible for appointment as auditor of the LLP in question (see Chapter 2 of Part 35 of the Companies Regulations).
                                                                  (3) The senior auditor is not, by reason of being named or identified as senior auditor or by reason of his having signed the auditor's report, subject to any civil liability to which he would not otherwise be subject.

                                                                • 476. Names to be stated in published copies of auditor's report

                                                                  (1) Every copy of the auditor's report that is published by or on behalf of the LLP must —
                                                                  (a) state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior auditor, or
                                                                  (b) if the conditions in section 477 (circumstances in which names may be omitted) are met, state that a resolution has been passed and notified to the Board in accordance with that section.
                                                                  (2) For the purposes of this section an LLP is regarded as publishing the report if it publishes, issues or circulates it or otherwise makes it available for public inspection in a manner calculated to invite members of the public generally, or any class of members of the public, to read it.
                                                                  (3) If a copy of the auditor's report is published without the statement required by this section, a contravention of the Companies Regulations is committed by —
                                                                  (a) the LLP, and
                                                                  (b) every designated member of the LLP who is in default.
                                                                  (4) A person who commits the contravention referred to in subsection (3) shall be liable to a level 3 fine.

                                                                • 477. Circumstances in which names may be omitted

                                                                  (1) The auditor's name and, where the auditor is a firm, the name of the person who signed the report as senior auditor, may be omitted from —
                                                                  (a) published copies of the report, and
                                                                  (b) the copy of the report delivered to the Registrar under Chapter 8 of Part 14 (filing of accounts and reports),
                                                                  (c) if the following conditions are met.
                                                                  (2) The conditions are that the LLP —
                                                                  (a) considering on reasonable grounds that statement of the name would create or be likely to create a serious risk that the auditor or senior auditor, or any other person, would be subject to violence or intimidation, has determined that the name should not be stated, and
                                                                  (b) has given notice of the determination to the Registrar, stating —
                                                                  (i) the name and registered number of the LLP,
                                                                  (ii) the financial year of the LLP to which the report relates, and
                                                                  (iii) the name of the auditor and (where the auditor is a firm) the name of the person who signed the report as senior auditor.

                                                                • 478. Contraventions in connection with auditor's report

                                                                  (1) A person to whom this section applies commits a contravention of the Companies Regulations if he knowingly or recklessly causes a report under section 467 (auditor's report on LLP's annual accounts) to include any matter that is misleading, false or deceptive in a material particular.
                                                                  (2) A person to whom this section applies commits a contravention of the Companies Regulations if he knowingly or recklessly causes such a report to omit a statement required by —
                                                                  (a) section 469(2)(b) (statement that LLP's accounts do not agree with accounting records and returns),
                                                                  (b) section 469(3) (statement that necessary information and explanations not obtained), or
                                                                  (c) section 469(4) (statement that members wrongly took advantage of exemption from obligation to prepare group accounts).
                                                                  (3) This section applies to —
                                                                  (a) where the auditor is an individual, that individual and any employee or agent of his who is eligible for appointment as auditor of the LLP,
                                                                  (b) where the auditor is a firm, any member, member, employee or agent of the firm who is eligible for appointment as auditor of the LLP.
                                                                  (4) A person who commits the contraventions referred to in subsection (1) and (2) shall be liable to a fine of up to level 5."

                                                              • 28. 28. Removal, Resignation, etc of Auditors

                                                                Sections 479 to 483 and 485 to 499 apply to LLPs, modified so that they read as follows —

                                                                • 479. Removal of auditor from office

                                                                  (1) The members of an LLP may remove an auditor from office at any time.
                                                                  (2) Nothing in this section is to be taken as depriving the person removed of compensation or damages payable to him in respect of the termination —
                                                                  (a) of his appointment as auditor, or
                                                                  (b) of any appointment terminating with that as auditor.
                                                                  (3) An auditor may not be removed from office before the expiration of his term of office except under this section.

                                                                • 480. Notice of removal of auditor

                                                                  (1) No determination to remove an auditor before the expiration of his term of office may be made under section 479 unless the LLP has given 7 days' prior notice to any auditor whom it is proposed to remove.
                                                                  (2) The auditor proposed to be removed may make with respect to the proposal representations in writing to the LLP (not exceeding a reasonable length) and request their notification to members of the LLP.
                                                                  (3) The LLP must upon receipt send a copy of the representations to every member of the LLP.
                                                                  (4) Copies of the representations need not be sent out and the representations need not be sent out, on the application either of the LLP or of any other person claiming to be aggrieved, the Court is satisfied that the auditor is using the provisions of this section to secure needless publicity for defamatory matter.

                                                                  The Court may order the LLP's costs on the application to be paid in whole or in part by the auditor, notwithstanding that he is not a party to the application.

                                                                • 481. Notice to Registrar of determination removing auditor from office

                                                                  (1) Where the members of an LLP have removed an auditor from office under section 479 (removal of auditor from office), the LLP must give notice of that fact to the Registrar within 14 days.
                                                                  (2) If the LLP fails to give the notice required by this section, a contravention of the Companies Regulations is committed by —
                                                                  (a) the LLP, and
                                                                  (b) every designated member who is in default.
                                                                  (3) A person who commits the contravention referred to in subsection (2) shall be liable to a level 2 fine.

                                                                • 482. Rights of auditor who has been removed from office

                                                                  (1) An auditor who has been removed under section 479 (removal of auditor from office) has, notwithstanding his removal, the rights conferred by section 473(1) (auditor's rights in relation to meetings) in relation to any meeting of the LLP —
                                                                  (a) at which his term of office would otherwise have expired, or
                                                                  (b) at which it is proposed to fill the vacancy caused by his removal.
                                                                  (2) In such a case the references in that section to matters concerning the auditor as auditor shall be construed as references to matters concerning him as a former auditor.

                                                                • 483. Failure to re-appoint auditor: rights of auditor who is not reappointed

                                                                  (1) No person may be appointed as auditor in place of a person (the "outgoing auditor") whose term of office has ended or is to end at the end of the period for appointing auditors unless the LLP has given 7 days' prior notice to the outgoing auditor.
                                                                  (2) The outgoing auditor may make with respect to the proposal representations in writing to the LLP (not exceeding a reasonable length) and request their notification to members of the LLP.
                                                                  (3) The LLP must upon receipt send a copy of the representations to every member.
                                                                  (4) Copies of the representations need not be sent out if, on the application either of the LLP or of any other person claiming to be aggrieved, the Court is satisfied that the auditor is using the provisions of this section to secure needless publicity for defamatory matter. The Court may order the LLP's costs on the application to be paid in whole or in part by the auditor, notwithstanding that he is not party to the application.

                                                                • 485. Resignation of auditor

                                                                  (1) An auditor of an LLP may resign his office by depositing a notice in writing to that effect at the LLP's registered office.
                                                                  (2) The notice is not effective unless it is accompanied by the statement required by section 488 (statement by auditor to be deposited with LLP).
                                                                  (3) An effective notice of resignation operates to bring the auditor's term of office to an end as of the date on which the notice is deposited or on such later date as may be specified in it.

                                                                • 486. Notice to Registrar of resignation of auditor

                                                                  (1) Where an auditor resigns the LLP must within 14 days of the deposit of a notice of resignation send a copy of the notice to the Registrar of LLPs.
                                                                  (2) If default is made in complying with this section, a contravention of the Companies Regulations is committed by —
                                                                  (a) the LLP, and
                                                                  (b) every designated member of the LLP who is in default.
                                                                  (3) A person who commits the contravention referred to in subsection (2) shall be liable to a level 2 fine.

                                                                • 487. Rights of resigning auditor

                                                                  (1) This section applies where an auditor's notice of resignation is accompanied by a statement of the circumstances connected with his resignation (see section 488 (statement by auditor to be deposited with LLP).
                                                                  (2) A resigning auditor may deposit with the notice a signed requisition calling on the members of the LLP forthwith duly to convene a meeting of the LLP for the purpose of receiving and considering such explanation of the circumstances connected with his resignation as he may wish to place before the meeting.
                                                                  (3) A resigning auditor may request the LLP to circulate to its members before the meeting convened on his requisition a statement in writing (not exceeding a reasonable length) of the circumstances connected with his resignation.
                                                                  (4) The LLP must (unless the statement is received too late for it to comply) —
                                                                  (a) in any notice of the meeting given to members of the LLP, state the fact of the statement having been made, and
                                                                  (b) send a copy of the statement to every member of the LLP to whom notice of the meeting is or has been sent.
                                                                  (5) The members must within 21 days from the date of the deposit of a requisition under this section proceed duly to convene a meeting for a day not more than 28 days after the date on which the notice convening the meeting is given.
                                                                  (6) If default is made in complying with subsection (5), every member who failed to take all reasonable steps to secure that a meeting was convened commits a contravention of the Companies Regulations.
                                                                  (7) A person who commits the contravention referred to in subsection (6) shall be liable to a level 3 fine.
                                                                  (8) If a copy of the statement mentioned above is not sent out as required because received too late or because of the LLP's default, the auditor may (without prejudice to his right to be heard orally) require that the statement be read out at the meeting.
                                                                  (9) Copies of a statement need not be sent out and the statement need not be read out at the meeting if, on the application either of the LLP or of any other person who claims to be aggrieved, the Court is satisfied that the auditor is using the provisions of this section to secure needless publicity for defamatory matter.

                                                                  The Court may order the LLP's costs on such an application to be paid in whole or in part by the auditor, notwithstanding that he is not a party to the application.
                                                                  (10) An auditor who has resigned has, notwithstanding his resignation, the rights conferred by section 473(2) (auditor's rights in relation to meetings) in relation to any such meeting of the LLP as is mentioned in subsection (3) above. In such a case the references in that section to matters concerning the auditor as auditor shall be construed as references to matters concerning him as a former auditor.

                                                                • 488. Statement by auditor to be deposited with LLP

                                                                  (1) Where an auditor of an LLP ceases for any reason to hold office, he must deposit at the LLP's registered office a statement of the circumstances connected with his ceasing to hold office, unless he considers that there are no circumstances in connection with his ceasing to hold office that need to be brought to the attention of members or creditors of the LLP.
                                                                  (2) If he considers that there are no circumstances in connection with his ceasing to hold office that need to be brought to the attention of members or creditors of the LLP, he must deposit at the LLP's registered office a statement to that effect.
                                                                  (3) The statement required by this section must be deposited —
                                                                  (a) in the case of resignation, along with the notice of resignation,
                                                                  (b) in the case of failure to seek re-appointment, not less than 14 days before the end of the time allowed for next appointing an auditor,
                                                                  (c) in any other case, not later than the end of the period of 14 days beginning with the date on which he ceases to hold office.
                                                                  (4) A person ceasing to hold office as auditor who fails to comply with this section commits a contravention of the Companies Regulations.
                                                                  (5) A person does not commit the contravention referred to in subsection (4) if he shows that he took all reasonable steps and exercised all due diligence to avoid the commission of the contravention.
                                                                  (6) A person who commits the contravention referred to in subsection (4) shall be liable to a fine of up to level 4.
                                                                  (7) Where a contravention under this section is committed by a body corporate, every officer of the body who is in default also commits the contravention.

                                                                  For this purpose —
                                                                  (a) any person who purports to act as director, manager or secretary of the body is treated as an officer of the body, and
                                                                  (b) if the body is a company, any shadow director is treated as an officer of the company.

                                                                • 489. LLP's duties in relation to statement

                                                                  (1) This section applies where the statement deposited under section 488 (statement by auditor to be deposited with LLP) states the circumstances connected with the auditor's ceasing to hold office.
                                                                  (2) The LLP must within 14 days of the deposit of the statement either —
                                                                  (a) send a copy of it to every person who under section 405 (duty to circulate copies of annual accounts and auditor's report) is entitled to be sent copies of the accounts, or
                                                                  (b) apply to the Court.
                                                                  (3) If it applies to the Court, the LLP must notify the auditor of the application.
                                                                  (4) If the Court is satisfied that the auditor is using the provisions of section 488 (statement by auditor to be deposited with LLP) to secure needless publicity for defamatory matter —
                                                                  (a) it shall direct that copies of the statement need not be sent out, and
                                                                  (b) it may further order the LLP's costs on the application to be paid in whole or in part by the auditor, even if he is not a party to the application.
                                                                  The LLP must within 14 days of the Court's decision send to the persons mentioned in subsection (2)(a) a statement setting out the effect of the order.
                                                                  (5) If no such direction is made the LLP must send copies of the statement to the persons mentioned in subsection (2)(a) within 14 days of the Court's decision or, as the case may be, of the discontinuance of the proceedings.
                                                                  (6) In the event of default in complying with this section a contravention of the Companies Regulations is committed by every designated member of the LLP who is in default.
                                                                  (7) A person does not commit the contravention referred to in subsection (6) if he shows that he took all reasonable steps and exercised all due diligence to avoid the commission of the contravention.
                                                                  (8) A person who commits the contravention referred to in subsection (6) shall be liable to a level 3 fine.

                                                                • 490. Copy of statement to be sent to Registrar

                                                                  (1) Unless within 21 days beginning with the day on which he deposited the statement under section 488 (statement by auditor to be deposited with LLP) the auditor receives notice of an application to the Court under section 489 (LLP's duties in relation to statement), he must within a further seven days send a copy of the statement to the Registrar.
                                                                  (2) If an application to the Court is made under section 489 (LLP's duties in relation to statement) and the auditor subsequently receives notice under subsection (3) of that section, he must within seven days of receiving the notice send a copy of the statement to the Registrar.
                                                                  (3) An auditor who fails to comply with subsection (1) or (2) commits a contravention of the Companies Regulations.
                                                                  (4) A person does not commit the contravention referred to in subsection (3) if he shows that he took all reasonable steps and exercised all due diligence to avoid the commission of the contravention.
                                                                  (5) A person who commits the contravention referred to in subsection (3) shall be liable to a level 2 fine.
                                                                  (6) Where a contravention under this section is committed by a body corporate, every officer of the body who is in default also commits the contravention.

                                                                  For this purpose —
                                                                  (a) any person who purports to act as director, manager or secretary of the body is treated as an officer of the body, and
                                                                  (b) if the body is a company, any shadow director is treated as an officer of the company.

                                                                • 491. Duty of auditor to notify appropriate audit authority

                                                                  (1) Where —
                                                                  (a) in the case of a major audit, an auditor ceases for any reason to hold office, or
                                                                  (b) in the case of an audit that is not a major audit, an auditor ceases to hold office before the end of his term of office,
                                                                  (c) the auditor ceasing to hold office must notify the appropriate audit authority and the Registrar.
                                                                  (2) The notice must —
                                                                  (a) inform the appropriate audit authority that he has ceased to hold office, and
                                                                  (b) be accompanied by a copy of the statement deposited by him at the LLP's registered office in accordance with section 488 (statement by auditor to be deposited with LLP).
                                                                  (3) If the statement so deposited is to the effect that he considers that there are no circumstances in connection with his ceasing to hold office that need to be brought to the attention of members or creditors of the LLP, the notice must also be accompanied by a statement of the reasons for his ceasing to hold office.
                                                                  (4) The auditor must comply with this section —
                                                                  (a) in the case of a major audit, at the same time as he deposits a statement at the LLP's registered office in accordance with section 488 (statement by auditor to be deposited with LLP),
                                                                  (b) in the case of an audit that is not a major audit, at such time (not being earlier than the time mentioned in subsection (4)(a)) as the appropriate audit authority or the Registrar may require.
                                                                  (5) In this section, "major audit" means an audit conducted under this Part in respect of —
                                                                  (a) an LLP whose securities have been listed on a recognised investment exchange, and
                                                                  (b) any other person in whose financial condition there is a major public interest.
                                                                  (6) In determining whether an audit is a major audit within subsection 5(b), regard shall be had to any guidance issued by the Registrar.
                                                                  (7) A person ceasing to hold office as auditor who fails to comply with this section commits a contravention of the Companies Regulations.
                                                                  (8) If that person is a firm a contravention is committed by:
                                                                  (a) the firm, and
                                                                  (b) every officer of the firm who is in default.
                                                                  (9) A person does not commit the contravention referred to in subsection (7) if he shows that he took all reasonable steps and exercised all due diligence to avoid the commission of the contravention.
                                                                  (10) A person who commits the contravention referred to in subsection (7) shall be liable to a level 2 fine.

                                                                • 492. Effect of casual vacancies

                                                                  If an auditor ceases to hold office for any reason, any surviving or continuing auditor or auditors may continue to act.

                                                                • 493. Voidness of provisions protecting auditors from liability

                                                                  (1) This section applies any provision —
                                                                  (a) for exempting an auditor of an LLP (to any extent) from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the LLP occurring in the course of the audit of accounts, or
                                                                  (b) by which an LLP directly or indirectly provides an indemnity (to any extent) for an auditor of the LLP, or of an associated LLP, against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the LLP of which he is auditor occurring in the course of the audit of accounts.
                                                                  (2) Any such provision is void, except as permitted by —
                                                                  (a) section 494 (indemnity for costs successfully defending proceedings), or
                                                                  (b) sections 495 to 497 (liability limitation agreements).
                                                                  (3) This section applies to any provision, whether contained in an LLP's LLP agreement or in any contract with the LLP or otherwise.
                                                                  (4) For the purposes of this section LLPs are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.

                                                                • 494. Indemnity for costs of successfully defending proceedings

                                                                  Section 493 (voidness of provisions protecting auditors from liability) does not prevent an LLP from indemnifying an auditor against any liability incurred by him in defending proceedings (whether civil or criminal) in which judgment is given in his favour or he is acquitted.

                                                                • 495. Liability limitation agreements

                                                                  (1) A "liability limitation agreement" is an agreement that purports to limit the amount of a liability owed to an LLP by its auditor in respect of any negligence, default, breach of duty or breach of trust, occurring in the course of the audit of accounts, of which the auditor may be guilty in relation to the LLP.
                                                                  (2) Section 493 (voidness of provisions protecting auditors from liability) does not affect the validity of a liability limitation agreement that —
                                                                  (a) complies with section 496 (terms of liability limitation agreement) and of any rules made by the Board under that section, and
                                                                  (b) is authorised by the members of the LLP (see section 497 (authorisation of agreement by members of an LLP)).
                                                                  (3) Such an agreement is effective to the extent provided by section 498 (effect of liability limitation agreement).

                                                                • 496. Terms of liability limitation agreement

                                                                  (1) A liability limitation agreement —
                                                                  (a) must not apply in respect of acts or omissions occurring in the course of the audit of accounts for more than one financial year, and
                                                                  (b) must specify the financial year in relation to which it applies.
                                                                  (2) The Board may make rules —
                                                                  (a) requiring liability limitation agreements to contain specified provisions or provisions of a specified description, and
                                                                  (b) prohibiting liability limitation agreements from containing specified provisions or provisions of a specified description.
                                                                  "Specified" here means specified in the rules.
                                                                  (3) Without prejudice to the generality of the power conferred by subsection (2), that power may be exercised with a view to preventing adverse effects on competition.
                                                                  (4) Subject to the preceding provisions of this section, it is immaterial how a liability limitation agreement is framed.

                                                                  In particular, the limit on the amount of the auditor's liability need not be a sum of money, or a formula, specified in the agreement.

                                                                • 497. Authorisation of agreement by members of the LLP

                                                                  (1) A liability limitation agreement is authorised by the members of the LLP if it has been authorised under this section and that authorisation has not been withdrawn.
                                                                  (2) A liability limitation agreement between an LLP and its auditor may be authorised —
                                                                  (a) by the members of the LLP passing a resolution, before it enters into the agreement, waiving the need for approval,
                                                                  (b) by the members of the LLP passing a resolution, before it enters into the agreement, approving the agreement's principal terms, or
                                                                  (c) by the members of the LLP passing a resolution, after it enters into the agreement, approving the agreement.
                                                                  (3) The "principal terms" of an agreement are terms specifying, or relevant to the determination of —
                                                                  (a) the kind (or kinds) of acts or omissions covered,
                                                                  (b) the financial year to which the agreement relates, or
                                                                  (c) the limit to which the auditor's liability is subject.
                                                                  (4) Authorisation under this section may be withdrawn by the members of the LLP passing a resolution to that effect —
                                                                  (a) at any time before the company enters into the agreement, or
                                                                  (b) if the LLP has already entered into the agreement, before the beginning of the financial year to which the agreement relates.
                                                                  Subsection (4)(b) has effect notwithstanding anything in the agreement.

                                                                • 498. Effect of liability limitation agreement

                                                                  (1) A liability limitation agreement is not effective to limit the auditor's liability to less than such amount as is fair and reasonable in all the circumstances of the case having regard (in particular) to —
                                                                  (a) the auditor's responsibilities under this Part,
                                                                  (b) the nature and purpose of the auditor's contractual obligations to the LLP, and
                                                                  (c) the professional standards expected of him.
                                                                  (2) A liability limitation agreement that purports to limit the auditor's liability to less than the amount mentioned in subsection (1) shall have effect as if it limited his liability to that amount.
                                                                  (3) In determining what is fair and reasonable in all the circumstances of the case no account is to be taken of —
                                                                  (a) matters arising after the loss or damage in question has been incurred, or
                                                                  (b) matters (whenever arising) affecting the possibility of recovering compensation from other persons liable in respect of the same loss or damage.

                                                                • 499. Disclosure of agreement by LLP

                                                                  (1) An LLP which has entered into a liability limitation agreement must make such disclosure in connection with the agreement as may be required under rules made by the Board.
                                                                  (2) The rules may provide, in particular, that any disclosure required by the rules shall be made in a note to the LLP's annual accounts (in the case of its individual accounts) or in such manner as is specified in the rules (in the case of group accounts)."

                                                              • 29. 29. Supplementary provisions

                                                                Section 500 applies to LLPs, modified so that it reads as follows —

                                                                • 500. Minor definitions

                                                                  In this Part —

                                                                  "qualified", in relation to an auditor's report (or a statement contained in an auditor's report), means that the report or statement does not state the auditor's unqualified opinion that the accounts have been properly prepared in accordance with the Companies Regulations or, in the case of an undertaking not required to prepare accounts in accordance with the Companies Regulations, under any corresponding legislation under which it is required to prepare accounts,

                                                                  "turnover", in relation to an LLP, means the amounts derived from the provision of goods and services falling within the LLP's ordinary activities, after deduction of —

                                                                  (a) trade discounts,
                                                                  (b) value added tax, and
                                                                  (c) any other taxes based on the amounts so derived."

                                                            • CHAPTER 8 CHAPTER 8 DEBENTURES

                                                              • 9. 9. Change of Approved Trade Name

                                                                (1) An application to change an Approved Trade Name may be submitted to the Registrar by that Approved Trade Name's Trade Name Holder.
                                                                (2) Applications under Rule 9(1) must be made in the form specified by the Registrar from time to time on its website.
                                                                (3) Subject to Rule 9(2), an application to change an Approved Trade Name shall be subject to the provisions of these Rules that apply to Trade Name Applications.

                                                                • 30. 30. General provisions

                                                                  Sections 678 to 681 apply to LLPs, modified so that they read as follows —

                                                                  • 678. Meaning of "debenture"

                                                                    In the Companies Regulations "debenture" includes debenture stock, bonds and any other securities of an LLP, whether or not constituting a charge on the assets of the LLP.

                                                                  • 679. Perpetual debentures

                                                                    (1) A condition contained in debentures, or in a deed for securing debentures, is not invalid by reason only that the debentures are made —
                                                                    (a) irredeemable, or
                                                                    (b) redeemable only —
                                                                    (i) on the happening of a contingency (however remote), or
                                                                    (ii) on the expiration of a period (however long),
                                                                    any rule of equity to the contrary notwithstanding.
                                                                    (2) Subsection (1) applies to debentures whenever issued and to deeds whenever executed.

                                                                  • 680. Enforcement of contract to subscribe for debentures

                                                                    A contract with an LLP to take up and pay for debentures of the LLP may be enforced by an order for specific performance.

                                                                  • 681. Registration of allotment of debentures

                                                                    (1) An LLP must register an allotment of debentures as soon as practicable and in any event within two months after the date of the allotment.
                                                                    (2) If an LLP fails to comply with this section, a contravention of the Companies Regulations is committed by —
                                                                    (a) the LLP, and
                                                                    (b) every member of the LLP who is in default.
                                                                    (3) A person who commits a contravention of this section is liable to a level 2 fine.
                                                                    (4) For the duties of the LLP as to the issue of the debentures, or certificates of debenture stock, see Part 20 (certification and transfer of securities)."

                                                                • 31. 31. Register of debenture holders

                                                                  Sections 682 to 687 apply to LLPs, modified so that they read as follows —

                                                                  • 682. Register of debenture holders

                                                                    (1) Any register of debenture holders of an LLP that is kept by the LLP must be kept available for inspection —
                                                                    (a) at the LLP's registered office, or
                                                                    (b) at a place specified in rules read by the Board under section 996.
                                                                    (2) An LLP must give notice to the Registrar of the place where any such register is kept available for inspection and of any change in that place.
                                                                    (3) No such notice is required if the register has, at all times since it came into existence, been kept available for inspection at the LLP's registered office.
                                                                    (4) If an LLP makes default for 14 days in complying with subsection (2), a contravention of the Companies Regulations is committed by —
                                                                    (a) the LLP, and
                                                                    (b) every member of the LLP who is in default.
                                                                    (5) A person who commits a contravention of this section is liable to a level 3 fine.
                                                                    (6) References in this section to a register of debenture holders include a duplicate —
                                                                    (a) of a register of debenture holders that is kept outside the Abu Dhabi Global Market, or
                                                                    (b) of any part of such a register.

                                                                  • 683. Register of debenture holders: right to inspect and require copy

                                                                    (1) Every register of debenture holders of an LLP must, except when duly closed, be open to the inspection —
                                                                    (a) of the registered holder of any such debentures, or any member of the LLP, without charge, and
                                                                    (b) of any other person on payment of such fee as may be prescribed.
                                                                    (2) Any person may require a copy of the register, or any part of it, on payment of such fee as may be prescribed.
                                                                    (3) A person seeking to exercise either of the rights conferred by this section must make a request to the LLP to that effect.
                                                                    (4) The request must contain the following information —
                                                                    (a) in the case of an individual, his name and address,
                                                                    (b) in the case of an organisation, the name and address of an individual responsible for making the request on behalf of the organisation,
                                                                    (c) the purpose for which the information is to be used, and
                                                                    (d) whether the information will be disclosed to any other person, and if so —
                                                                    (i) where that person is an individual, his name and address,
                                                                    (ii) where that person is an organisation, the name and address of an individual responsible for receiving the information on its behalf, and
                                                                    (iii) the purpose for which the information is to be used by that person.
                                                                    (5) For the purposes of this section a register is "duly closed" if it is closed in accordance with provision contained —
                                                                    (a) in the debentures,
                                                                    (b) in the case of debenture stock in the stock certificates, or
                                                                    (c) in the trust deed or other document securing the debentures or debenture stock.
                                                                    The total period for which a register is closed in any year must not exceed 30 days.
                                                                    (6) References in this section to a register of debenture holders include a duplicate —
                                                                    (a) of a register of debenture holders that is kept outside the Abu Dhabi Global Market, or
                                                                    (b) of any part of such a register.

                                                                  • 684. Register of debenture holders: response to request for inspection or copy

                                                                    (1) Where an LLP receives a request under section 683 (register of debenture holders: right to inspect and require copy), it must within five working days either —
                                                                    (a) comply with the request, or
                                                                    (b) apply to the Court.
                                                                    (2) If it applies to the Court it must notify the person making the request.
                                                                    (3) If on an application under this section the Court is satisfied that the inspection or copy is not sought for a proper purpose —
                                                                    (a) it shall direct the LLP not to comply with the request, and
                                                                    (b) it may further order that the LLP's costs on the application be paid in whole or in part by the person who made the request, even if he is not a party to the application.
                                                                    (4) If the Court makes such a direction and it appears to the Court that the LLP is or may be subject to other requests made for a similar purpose (whether made by the same person or different persons), it may direct that the LLP is not to comply with any such request.

                                                                    The order must contain such provision as appears to the Court appropriate to identify the requests to which it applies.
                                                                    (5) If on an application under this section the Court does not direct the LLP not to comply with the request, the LLP must comply with the request immediately upon the Court giving its decision or, as the case may be, the proceedings being discontinued.

                                                                  • 685. Register of debenture holders: refusal of inspection or default in providing copy

                                                                    (1) If an inspection required under section 683 (register of debenture holders: right to inspect and require copy) is refused or default is made in providing a copy required under that section, otherwise than in accordance with an order of the Court, a contravention of the Companies Regulations is committed by —
                                                                    (a) the LLP, and
                                                                    (b) every member of the LLP who is in default.
                                                                    (2) A person who commits a contravention of this section is liable to a level 2 fine.
                                                                    (3) In the case of any such refusal or default the Court may by order compel an immediate inspection or, as the case may be, direct that the copy required be sent to the person requesting it.

                                                                  • 686. Register of debenture holders: offences in connection with request for or disclosure of information

                                                                    (1) It is a contravention of the Companies Regulations for a person knowingly or recklessly to make in a request under section 683 (register of debenture holders: right to inspect and require copy) a statement that is misleading, false or deceptive in a material particular.
                                                                    (2) It is a contravention of the Companies Regulations for a person in possession of information obtained by exercise of either of the rights conferred by that section —
                                                                    (a) to do anything that results in the information being disclosed to another person, or
                                                                    (b) to fail to do anything with the result that the information is disclosed to another person, knowing, or having reason to suspect, that person may use the information for a purpose that is not a proper purpose.
                                                                    (3) A person who commits a contravention of this section is liable to a level 2 fine.

                                                                  • 687. Time limit for claims arising from entry in register

                                                                    (1) Liability incurred by an LLP —
                                                                    (a) from the making or deletion of an entry in the register of debenture holders, or
                                                                    (b) from a failure to make or delete any such entry, is not enforceable more than ten years after the date on which the entry was made or deleted or, as the case may be, the failure first occurred.
                                                                    (2) This is without prejudice to any lesser period of limitation."

                                                                • 32. 32. Supplementary provisions

                                                                  Sections 688 and 689 apply to LLPs, modified so that they read as follows —

                                                                  • 688. Right of debenture holder to copy of deed

                                                                    (1) Any holder of debentures of an LLP is entitled, on request and on payment of such fee as may be prescribed, to be provided with a copy of any trust deed for securing the debentures.
                                                                    (2) If default is made in complying with this section, a contravention of the Companies Regulations is committed by every member of the LLP who is in default.
                                                                    (3) A person who commits a contravention of this section is liable to a level 2 fine.
                                                                    (4) In the case of any such default the Court may direct that the copy required be sent to the person requiring it.

                                                                  • 689. Liability of trustees of debentures

                                                                    (1) Any provision contained in —
                                                                    (a) a trust deed for securing an issue of debentures, or
                                                                    (b) any contract with the holders of debentures secured by a trust deed,
                                                                    is void in so far as it would have the effect of exempting a trustee of the deed from, or indemnifying him against, liability for breach of trust where he fails to show the degree of care and diligence required of him as trustee, having regard to the provisions of the trust deed conferring on him any powers, authorities or discretions.
                                                                    (2) Subsection (1) does not invalidate —
                                                                    (a) a release otherwise validly given in respect of anything done or omitted to be done by a trustee before the giving of the release,
                                                                    (b) any provision enabling such a release to be given —
                                                                    (i) on being agreed to by a majority of not less than 75% in value of the debenture holders present and voting in person or, where proxies are permitted, by proxy at a meeting summoned for the purpose, and
                                                                    (ii) either with respect to specific acts or omissions or on the trustee dying or ceasing to act."

                                                                • 33. 33. Debentures

                                                                  Sections 690 to 692 apply to LLPs, modified so that they read as follows —

                                                                  • 690. Power to re-issue redeemed debentures

                                                                    (1) Where an LLP has redeemed debentures previously issued, then unless —
                                                                    (a) provision to the contrary (express or implied) is contained in any contract made by the LLP, or
                                                                    (b) the LLP has, by making a determination to that effect or by some other act, manifested its intention that the debentures shall be cancelled,
                                                                    the LLP may re-issue the debentures, either by re-issuing the same debentures or by issuing new debentures in their place.

                                                                    This subsection is deemed always to have had effect.
                                                                    (2) On a re-issue of redeemed debentures the person entitled to the debentures has (and is deemed always to have had) the same priorities as if the debentures had never been redeemed.

                                                                  • 691. Deposit of debentures to secure advances

                                                                    Where an LLP has deposited any of its debentures to secure advances from time to time on current account or otherwise, the debentures are not treated as redeemed by reason only of the LLP's account having ceased to be in debit while the debentures remained so deposited.

                                                                  • 692. Priorities where debentures secured by floating charge

                                                                    (1) This section applies where debentures of an LLP registered in the Abu Dhabi Global Market are secured by a charge that, as created, was a floating charge.
                                                                    (2) If possession is taken, by or on behalf of the holders of the debentures, of any property comprised in or subject to the charge, and the LLP is not at that time in the course of being wound up, the LLP's preferential debts shall be paid out of assets coming to the hands of the persons taking possession in priority to any claims for principal or interest in respect of the debentures.
                                                                    (3) "Preferential debts" means the categories of debts described in section 227 (preferential debts) of the Insolvency Regulations 2015.
                                                                    (4) Payments under this section shall be recouped, as far as may be, out of the assets of the LLP available for payment of general creditors."

                                                              • CHAPTER 9 CHAPTER 9 CERTIFICATION AND TRANSFER OF DEBENTURES

                                                                • 10. 10. Registrar's power to direct change of Approved Trade Name

                                                                  (1) The Registrar may direct a Trade Name Holder to change an Approved Trade Name if the Approved Trade Name is the same as, or, in the opinion of the Registrar, too like:
                                                                  (a) the name of the Federal Government of the United Arab Emirates or the Government of any Emirate within the United Arab Emirates,
                                                                  (b) the name of a municipality within the United Arab Emirates,
                                                                  (c) the name of any other person registered with any governmental authority of the United Arab Emirates or of any Emirate within the United Arab Emirates,
                                                                  (d) a name appearing at the time of the registration in the Registrar's list of company names or the Registrar's list of Approved Trade Names, or
                                                                  (e) a name that should have appeared in the Registrar's list of company names or the registrar's list of Approved Trade Names at that time.
                                                                  (2) Any direction given pursuant to Rule 10(1) must:
                                                                  (a) be in writing,
                                                                  (b) be given within twelve months of the Registrar's approval of the Approved Trade Name in question, and
                                                                  (c) specify the date by which the Trade Name Holder must change the Approved Trade Name.

                                                                  • 34. 34. Issue of certificates etc on allotment

                                                                    Section 707 applies to LLPs, modified so that it reads as follows —

                                                                    • 707. Duty of LLP as to issue of certificates etc on allotment

                                                                      (1) An LLP must, within two months after the allotment of any of its debentures or debenture stock, complete and have ready for delivery —
                                                                      (a) the debentures allotted, or
                                                                      (b) the certificates of the debenture stock allotted.
                                                                      (2) Subsection (1) does not apply —
                                                                      (a) if the conditions of issue of the debentures or debenture stock provide otherwise, or
                                                                      (b) in the case of allotment to a financial institution (see section 715).
                                                                      (3) If default is made in complying with subsection (1) a contravention of the Companies Regulations is committed by every member of the LLP who is in default.
                                                                      (4) A person who contravenes the Companies Regulations under subsection (3) is liable to a level 2 fine."

                                                                  • 35. 35. Transfer of debentures

                                                                    Sections 708 and 709 apply to LLPs, modified so that they read as follows —

                                                                    • 708. Registration of transfer

                                                                      (1) An LLP may not register a transfer of debentures of the LLP unless —
                                                                      (a) a proper instrument of transfer has been delivered to it, or
                                                                      (b) the transfer is in accordance with rules made under Chapter 2 of this Part.
                                                                      (2) Subsection (1) does not affect any power of the LLP to register as debenture holder a person to whom the right to any debentures of the LLP has been transmitted by operation of law.

                                                                    • 709. Procedure on transfer being lodged

                                                                      (1) When a transfer of debentures of an LLP has been lodged with the LLP, the LLP must either —
                                                                      (a) register the transfer, or
                                                                      (b) give the transferee notice of refusal to register the transfer, together with its reasons for the refusal, as soon as practicable and in any event within two months after the date on which the transfer is lodged with it.
                                                                      (2) If the LLP refuses to register the transfer, it must provide the transferee with such further information about the reasons for the refusal as the transferee may reasonably request. This does not include copies of minutes of meetings of members.
                                                                      (3) If an LLP fails to comply with this section, a contravention of the Companies Regulations is committed by —
                                                                      (a) the LLP, and
                                                                      (b) every member of the LLP who is in default.
                                                                      (4) A person who contravenes the Companies Regulations under subsection (3) is liable to a level 2 fine.
                                                                      (5) This section does not apply in relation to the transmission of debentures by operation of law."

                                                                  • 36. 36. Other matters

                                                                    Sections 712 and 713 apply to LLPs, modified so that they read as follows —

                                                                    • 712. Evidence of grant of probate etc

                                                                      The production to an LLP of any document that is by the law applicable in the Abu Dhabi Global Market, or the law of the jurisdiction of incorporation or nationality of a deceased member sufficient evidence of —

                                                                      (a) probate of the will of a deceased person,
                                                                      (b) letters of administration of the estate of a deceased person, or
                                                                      (c) confirmation as executor of a deceased person,

                                                                      shall be accepted by the LLP as sufficient evidence of the grant.

                                                                    • 713. Certification of instrument of transfer

                                                                      (1) The certification by an LLP of an instrument of transfer of any debentures of the LLP is to be taken as a representation by the LLP to any person acting on the faith of the certification that there have been produced to the LLP such documents as on their face show a prima facie title to the debentures in the transferor named in the instrument.
                                                                      (2) The certification is not to be taken as a representation that the transferor has any title to the debentures.
                                                                      (3) Where a person acts on the faith of a false certification by an LLP made negligently, the LLP is under the same liability to him as if the certification had been made fraudulently.
                                                                      (4) For the purposes of this section —
                                                                      (a) an instrument of transfer is certificated if it bears the words "certificate lodged" (or words to the like effect),
                                                                      (b) the certification of an instrument of transfer is made by an LLP if —
                                                                      (i) the person issuing the instrument is a person authorised to issue certificated instruments of transfer on the LLP's behalf, and
                                                                      (ii) the certification is signed by a person authorised to certificate transfers on the LLP's behalf or by a member or employee of the LLP or by an officer or employee of a body corporate so authorised,
                                                                      (c) a certification is treated as signed by a person if —
                                                                      (i) it purports to be authenticated by his signature or initials (whether handwritten or not), and
                                                                      (ii) it is not shown that the signature or initials was or were placed there neither by himself nor by a person authorised to use the signature or initials for the purpose of certificating transfers on the LLP's behalf."

                                                                  • 37. 37. Issue of certificates etc on transfer

                                                                    Section 714 applies to LLPs, modified so that it reads as follows —

                                                                    • 714. Duty of LLP as to issue of certificates etc on transfer

                                                                      (1) An LLP must, within two months after the date on which a transfer of any of its debentures or debenture stock is lodged with the LLP, complete and have ready for delivery —
                                                                      (a) the debentures transferred, or
                                                                      (b) the certificates of the debenture stock transferred.
                                                                      (2) For this purpose a "transfer" means a transfer duly stamped and otherwise valid but does not include a transfer that the LLP is for any reason entitled to refuse to register and does not register.
                                                                      (3) Subsection (1) does not apply —
                                                                      (a) if the conditions of issue of the debentures or debenture stock provide otherwise, or
                                                                      (b) in the case of a transfer to a financial institution (see section 715).
                                                                      (4) If default is made in complying with subsection (1) a contravention of the Companies Regulations is committed by every member of the LLP who is in default.
                                                                      (5) A person who contravenes the Companies Regulations under subsection (4) is liable to a level 2 fine."

                                                                  • 38. 38. Issue of certificates etc on allotment or transfer to financial institution

                                                                    Section 715 applies to LLPs, modified so that it reads as follows —

                                                                    • 715. Issue of certificates etc: allotment or transfer to financial institution

                                                                      (1) An LLP —
                                                                      (a) of which debentures are allotted to a financial institution,
                                                                      (b) of which debenture stock is allotted to a financial institution, or
                                                                      (c) with which a transfer for transferring debentures or debenture stock to a financial institution is lodged,
                                                                      is not required in consequence of that allotment or transfer to comply with section 707(1) or 714(1) (duty of LLP as to issue of certificates etc).
                                                                      (2) A "financial institution" means —
                                                                      (a) a recognised clearing house acting in relation to a recognised investment exchange, or
                                                                      (b) a nominee of —
                                                                      (i) a recognised clearing house acting in that way, or
                                                                      (ii) a recognised investment exchange,
                                                                      designated for the purposes of this section in the rules of the recognised investment exchange in question."

                                                                  • 39. 39. Supplementary provisions

                                                                    Section 716 is applied to LLPs, modified so that it reads as follows —

                                                                    • 716. Issue of certificates etc: Court order to make good default

                                                                      (1) If an LLP on which a notice has been served requiring it to make good any default in complying with —
                                                                      (a) section 707(1) (duty of LLP as to issue of certificates etc on allotment), or
                                                                      (b) section 714(1) (duty of LLP as to issue of certificates etc on transfer),
                                                                      (c) fails to make good the default within ten days after service of the notice, the person entitled to have the certificates or the debentures delivered to him may apply to the Court.
                                                                      (2) The Court may on such an application make an order directing the LLP and any member of it to make good the default within such time as may be specified in the order.
                                                                      (3) The order may provide that all costs of and incidental to the application are to be borne by the LLP or by a member of it responsible for the default."

                                                                • CHAPTER 10 CHAPTER 10 AN LLP'S ANNUAL RETURN

                                                                  • 11. 11. Dissolution of Trade Name Holder

                                                                    If a Trade Name Holder is dissolved, liquidated or otherwise ceases to exist, the Approved Trade Name held by that Trade Name Holder shall immediately cease to be an Approved Trade Name.

                                                                    • 40. 40. Contents and delivery of LLP's annual return

                                                                      Sections 778 to 780 apply to LLPs, modified so that they read as follows —

                                                                      • 778. Duty to deliver annual returns

                                                                        (1) Every LLP must deliver to the Registrar successive annual returns each of which is made up to a date not later than the date that is from time to time the LLP's return date.
                                                                        (2) The LLP's return date is —
                                                                        (a) the anniversary of the LLP's incorporation, or
                                                                        (b) if the LLP's last return delivered in accordance with this Part was made up to a different date, the anniversary of that date.
                                                                        (3) Each return must —
                                                                        (a) contain the information required by or under the following provisions of this Part, and
                                                                        (b) be delivered to the Registrar within 28 days after the date to which it is made up.

                                                                      • 779. Contents of annual return: general

                                                                        (1) Every annual return must state the date to which it is made up and contain the following information —
                                                                        (a) the address of the LLP's registered office,
                                                                        (b) the required particulars of the members of the LLP (see section 780),
                                                                        (c) if any LLP records are kept at a place other than the LLP's registered office, the address of that place and the records that are kept there.
                                                                        (2) In this Part, "return period", in relation to an annual return, means the period beginning immediately after the date to which the last return was made up (or, in the case of the first return, with the incorporation of the LLP) and ending with the date to which the return is made up.

                                                                      • 780. Required particulars of members

                                                                        (1) For the purposes of section 779(1)(b) the required particulars of a member are —
                                                                        (a) where the member is an individual, the particulars required by section 154 to be entered in the register of members (subject to subsection (2) below), and
                                                                        (b) where the member is a body corporate or a firm that is a legal person under the law by which it is governed, the particulars required by section 155 to be entered in the register of members.
                                                                        (2) The former name of a member who is an individual is a required particular in relation to an annual return only if the member was known by the name for business purposes during the return period."

                                                                    • 41. 41. Failure to deliver return

                                                                      Section 783 applies to LLPs, modified so that it reads as follows —

                                                                      • 783. Failure to deliver annual return

                                                                        (1) If an LLP fails to deliver an annual return before the end of the period of 28 days after a return date, an contravention of the Companies Regulations is committed by —
                                                                        (a) the LLP, and
                                                                        (b) subject to subsection (4), every designated member of the LLP.
                                                                        (2) A person who commits a contravention of subsection (1) is liable to a level 2 fine.
                                                                        (3) The contravention continues until such time as an annual return made up to that return date is delivered by the LLP to the Registrar.
                                                                        (4) It is a defence for a designated member charged with a contravention of subsection (1)(b) to prove that he took all reasonable steps to avoid the commission or continuation of the offence.
                                                                        (5) In the case of continued contravention, a contravention is also committed by every designated member of the LLP who did not commit a contravention under subsection (1) in relation to the initial contravention but is in default in relation to the continued contravention.

                                                                        A person guilty of a contravention under this subsection is liable to a level 2 fine."

                                                                  • CHAPTER 11 CHAPTER 11 LLP CHARGES

                                                                    • 12. 12. Dormant Trade Names

                                                                      (1) If it appears to the Registrar that an Approved Trade Name has not been in use for 180 days, then —
                                                                      (a) the Registrar may serve written notice on the relevant Trade Name Holder requesting evidence that the Approved Trade Name is in use (a "Dormant Trade Name Notice"), and
                                                                      (b) if the Trade Name Holder does not supply within 90 days of receipt of a Dormant Trade Name Notice evidence satisfactory to the Registrar that the Approved Trade Name was in use during the previous 270 days, the Registrar may revoke its approval of the relevant Approved Trade Name.

                                                                      • 42. 42. Registration of charges

                                                                        Sections 784 to 798 apply to LLPs, modified so that they read as follows—

                                                                        • 784. Charges created by an LLP

                                                                          (1) Subject to subsection (6), this section applies where an LLP creates a charge.
                                                                          (2) The Registrar must register the charge if, before the end of the period allowed for delivery, the LLP or any person interested in the charge delivers to the Registrar for registration a charge filing statement (see section 787).
                                                                          (3) Where the charge is created or evidenced by an instrument, the Registrar is required to register it only if a certified copy of the instrument is delivered to the Registrar with the statement of particulars.
                                                                          (4) "The period allowed for delivery" is 21 days beginning with the day after the date of creation of the charge (see section 788), unless an order allowing an extended period is made under section 789(3).
                                                                          (5) Where an order is made under section 789(3) a copy of the order must be delivered to the Registrar with the statement of particulars.
                                                                          (6) This section does not apply to—
                                                                          (a) a charge in favour of a landlord on a cash deposit given as a security in connection with the lease of land,
                                                                          (b) a charge excluded from the application of this section by the Companies Regulations or any other law of the Abu Dhabi Global Market.
                                                                          (7) In this Part—

                                                                          "cash" includes foreign currency,

                                                                          "charge" includes a mortgage,

                                                                          "effective date" means the date that this Chapter comes into law, and

                                                                          "LLP" means an LLP registered in the Abu Dhabi Global Market.

                                                                        • 785. Charge in series of debentures

                                                                          (1) This section applies where—
                                                                          (a) an LLP creates a series of debentures containing a charge, or giving a charge by reference to another instrument, and
                                                                          (b) debenture holders of that series are entitled to the benefit of the charge pari passu.
                                                                          (2) The Registrar must register the charge if, before the end of the period allowed for delivery, the LLP or any person interested in the charge delivers to the Registrar for registration, a charge filing statement which also contains the following—
                                                                          (a) either—
                                                                          (i) the name of each of the trustees for the debenture holders, or
                                                                          (ii) where there are more than four such persons, the names of any four persons listed in the charge instrument as trustees for the debenture holders, and a statement that there are other such persons,
                                                                          (b) the dates of the determinations of the LLP authorising the issue of the series,
                                                                          (c) the date of the covering instrument (if any) by which the series is created or defined.
                                                                          (3) Where the charge is created or evidenced by an instrument, the Registrar is required to register it only if a certified copy of the instrument is delivered to the Registrar with the statement of particulars.
                                                                          (4) Where the charge is not created or evidenced by an instrument, the Registrar is required to register it only if a certified copy of one of the debentures in the series is delivered to the Registrar with the statement of particulars.
                                                                          (5) For the purposes of this section a charge filing statement is not required to contain the debenture holders.
                                                                          (6) "The period allowed for delivery" is—
                                                                          (a) if there is a deed containing the charge, 21 days beginning with the day after the date on which the deed is executed,
                                                                          (b) if there is no deed containing the charge, 21 days beginning with the day after the date on which the first debenture of the series is executed
                                                                          (7) Where an order is made under section 789(3) a copy of the order must be delivered to the Registrar with the statement of particulars.
                                                                          (8) In this section "deed" means—
                                                                          (a) a deed governed by the law of the Abu Dhabi Global Market, or
                                                                          (b) an instrument governed by a law other than the law of the Abu Dhabi Global Market which requires delivery under that law in order to take effect.

                                                                        • 786. Charges existing on property or undertaking acquired

                                                                          (1) This section applies where an LLP acquires property or undertaking which is subject to a charge of a kind which would, if it had been created by the LLP after the acquisition of the property or undertaking, have been capable of being registered under section 784.
                                                                          (2) The Registrar must register the charge if the LLP or any person interested in the charge delivers to the Registrar for registration a charge filing statement.
                                                                          (3) Where the charge is created or evidenced by an instrument, the Registrar is required to register it only if a certified copy of the instrument is delivered to the Registrar with the statement of particulars.

                                                                        • 787. Particulars to be delivered to Registrar

                                                                          (1) A statement of particulars relating to a charge created by an LLP is a "charge filing statement" if it contains the following particulars—
                                                                          (a) the registered name and number of the LLP,
                                                                          (b) the date of creation of the charge and (if the charge is one to which section 786 applies) the date of acquisition of the property or undertaking concerned,
                                                                          (c) where the charge is created or evidenced by an instrument, the particulars listed in subsection (2),
                                                                          (d) where the charge is not created or evidenced by an instrument, the particulars listed in subsection (3).
                                                                          (2) The particulars referred to in subsection (1)(c) are—
                                                                          (a) any of the following—
                                                                          (i) the name of each of the persons in whose favour the charge has been created or of the security agents or trustees holding the charge for the benefit of one or more persons, or,
                                                                          (ii) where there are more than four such persons, security agents or trustees, the names of any four such persons, security agents or trustees listed in the charge instrument, and a statement that there are other such persons, security agents or trustees,
                                                                          (b) whether the instrument is expressed to contain a floating charge and, if so, whether it is expressed to cover all the property and undertaking of the LLP,
                                                                          (c) whether any of the terms of the charge prohibit or restrict the LLP from creating further security that will rank equally with or ahead of the charge,
                                                                          (d) whether (and if so, a short description of) any land, ship, aircraft or intellectual property, that is registered or required to be registered in the Abu Dhabi Global Market, is subject to a charge (which is not a floating charge) or fixed security included in the instrument,
                                                                          (e) whether the instrument includes a charge (which is not a floating charge) or fixed security over—
                                                                          (i) any tangible or corporeal property, or
                                                                          (ii) any intangible or incorporeal property,
                                                                          not described in paragraph (d).
                                                                          (3) The particulars referred to in subsection (1)(d) are—
                                                                          (a) a statement that there is no instrument creating or evidencing the charge,
                                                                          (b) the names of each of the persons in whose favour the charge has been created or the names of any security agents or trustees holding the charge for the benefit of one or more persons,
                                                                          (c) the nature of the charge,
                                                                          (d) a short description of the property or undertaking charged,
                                                                          (e) the obligations secured by the charge.
                                                                          (4) In this section "intellectual property" includes—
                                                                          (a) any patent, trade mark, registered design, copyright or design right,
                                                                          (b) any licence under or in respect of any such right.

                                                                        • 788. Date of creation of charge

                                                                          (1) For the purposes of this Part, a charge of the type described in column 1 of the Table below is taken to be created on the date given in relation to it in column 2 of that Table.

                                                                          1. Type of charge 2. When charge created
                                                                          Charge other than a standard security, where created or evidenced by an instrument Where the instrument is a deed that has been executed and has immediate effect on execution and delivery, the date of delivery
                                                                          Where the instrument is a deed that has been executed and held in escrow, the date of delivery into escrow
                                                                          Where the instrument is a deed that has been executed and held as undelivered, the date of delivery
                                                                          Where the instrument is not a deed and has immediate effect on execution, the date of execution
                                                                          Where the instrument is not a deed and does not have immediate effect on execution, the date on which the instrument takes effect
                                                                          Charge other than a standard security, where not created or evidenced by an instrument The date on which the charge comes into effect.
                                                                          (2) Where a charge is created or evidenced by an instrument made between two or more parties, references in the Table in subsection (1) to execution are to execution by all the parties to the instrument whose execution is essential for the instrument to take effect as a charge.
                                                                          (3) This section applies for the purposes of this Chapter even if further forms, notices, registrations or other actions or proceedings are necessary to make the charge valid or effectual for any other purposes.
                                                                          (4) For the purposes of this Chapter, the Registrar is entitled without further enquiry to accept a charge as created on the date given as the date of creation of the charge in a charge filing statement.
                                                                          (5) In this section "deed" means—
                                                                          (a) a deed governed by the law of the Abu Dhabi Global Market, or
                                                                          (b) an instrument governed by a law other than the law of the Abu Dhabi Global Market which requires delivery under that law in order to take effect.
                                                                          (6) References in this section to delivery, in relation to a deed, include delivery as a deed where required.

                                                                        • 789. Extension of period allowed for delivery

                                                                          (1) Subsection (3) applies if the Court is satisfied that—
                                                                          (a) neither the LLP nor any other person interested in the charge has delivered to the Registrar the documents required under section 784 or (as the case may be) 785 before the end of the period allowed for delivery under the section concerned, and
                                                                          (b) the requirement in subsection (2) is met.
                                                                          (2) The requirement is—
                                                                          (a) that the failure to deliver those documents—
                                                                          (i) was accidental or due to inadvertence or to some other sufficient cause, or
                                                                          (ii) is not of a nature to prejudice the position of creditors of the LLP, or
                                                                          (b) that on other grounds it is just and equitable to grant relief.
                                                                          (3) The Court may, on the application of the LLP or a person interested, and on such terms and conditions as seem to the Court just and expedient, order that the period allowed for delivery be extended.

                                                                        • 790. Personal information etc in certified copies

                                                                          (1) The following are not required to be included in a certified copy of an instrument or debenture delivered to the Registrar for the purposes of any provision of this Chapter—
                                                                          (a) personal information relating to an individual (other than the name of an individual),
                                                                          (b) the number or other identifier of a bank or securities account of an LLP or individual,
                                                                          (c) a signature.
                                                                          (2) The Registrar is entitled without further enquiry, to accept the certified copy of an instrument whether or not any of the information in subsection (1) is contained within the instrument.

                                                                        • Consequence of non-delivery

                                                                          • 791. Consequence of failure to deliver charges

                                                                            (1) This section applies if—
                                                                            (a) an LLP creates a charge to which section 784 or 785 applies, and
                                                                            (b) the documents required by section 784 or (as the case may be) 785 are not delivered to the Registrar by the LLP or another person interested in the charge before the end of the relevant period allowed for delivery.
                                                                            (2) "The relevant period allowed for delivery" is—
                                                                            (a) the period allowed for delivery under the section in question, or
                                                                            (b) if an order under section 789(3) has been made, the period allowed by the order.
                                                                            (3) Where this section applies, the charge is void (so far as any security on the LLP's property or undertaking is conferred by it) against—
                                                                            (a) a liquidator of the LLP,
                                                                            (b) an administrator of the LLP, and
                                                                            (c) a creditor of the LLP.
                                                                            (4) Subsection (3) is without prejudice to any contract or obligation for repayment of the money secured by the charge, and when a charge becomes void under this section, the money secured by it immediately becomes payable.

                                                                        • The register

                                                                          • 792. Entries on the register

                                                                            (1) This section applies where a charge is registered in accordance with a provision of this Chapter.
                                                                            (2) The Registrar must—
                                                                            (a) allocate to the charge a unique reference code and place a note in the register recording that reference code, and
                                                                            (b) include in the register any documents delivered under section 784(3) or (5), 785(3), (4) or (7) or 786(3).
                                                                            (3) The Registrar must give a certificate of the registration of the charge to the person who delivered to the Registrar a charge filing statement relating to the charge.
                                                                            (4) The certificate must state—
                                                                            (a) the registered name and number of the LLP in respect of which the charge was registered, and
                                                                            (b) the unique reference code allocated to the charge.
                                                                            (5) The certificate must be signed by the Registrar or authenticated by the Registrar's official seal.
                                                                            (6) In the case of registration under section 784 or 785, the certificate is conclusive evidence that the documents required by the section concerned were delivered to the Registrar before the end of the relevant period allowed for delivery.
                                                                            (7) "The relevant period allowed for delivery" is—
                                                                            (a) the period allowed for delivery under the section in question, or
                                                                            (b) if an order under section 789(3) has been made, the period allowed by the order.

                                                                          • 793. Registration of enforcement of security

                                                                            (1) Subsection (2) applies where a person—
                                                                            (a) obtains an order for the appointment of a receiver or manager of an LLP's property or undertaking, or
                                                                            (b) appoints such a receiver or manager under powers contained in an instrument.
                                                                            (2) The person must, within 14 days of the order or of the appointment under those powers—
                                                                            (a) give notice to the Registrar of that fact, and
                                                                            (b) if the order was obtained, or the appointment made, by virtue of a registered charge held by the person give the Registrar a notice containing—
                                                                            (i) in the case of a charge created before the effective date, the information specified in subsection (4),
                                                                            (ii) in the case of a charge created on or after the effective date, the unique reference code allocated to the charge.
                                                                            (3) Where a person appointed receiver or manager of an LLP's property or undertaking under powers contained in an instrument ceases to act as such a receiver or manager, the person must, on so ceasing—
                                                                            (a) give notice to the Registrar of that fact, and—
                                                                            (b) give the Registrar a notice containing—
                                                                            (i) in the case of a charge created before the effective date, the information specified in subsection (4), or
                                                                            (ii) in the case of a charge created on or after the effective date, the unique reference code allocated to the charge.
                                                                            (4) The information referred to in subsections (2)(b)(i) and (3)(b)(i) is—
                                                                            (a) the date of the creation of the charge,
                                                                            (b) a description of the instrument (if any) creating or evidencing the charge,
                                                                            (c) short particulars of the property or undertaking charged.
                                                                            (5) The Registrar must include in the register—
                                                                            (a) a fact of which notice is given under subsection (2)(a), and
                                                                            (b) a fact of which notice is given under subsection (3)(a).
                                                                            (6) A person who makes default in complying with the requirements of subsection (2)of this section commits a contravention of the Companies Regulations.
                                                                            (7) A person who commits a contravention referred to in subsection (6) is liable to a fine of up to level 4.
                                                                            (8) A person who makes default in complying with the requirements of subsection (3)of this section commits a contravention of the Companies Regulations.
                                                                            (9) A person who commits a contravention referred to in subsection (8) is liable to a level 2 fine.
                                                                            (10) This section applies only to a receiver or manager appointed—
                                                                            (a) by a Court in the Abu Dhabi Global Market, or
                                                                            (b) under an instrument governed by the law of the Abu Dhabi Global Market.

                                                                          • 794. Entries of satisfaction and release

                                                                            (1) Subsection (5) applies if the statement set out in subsection (2) and the particulars set out in subsection (4) are delivered to the Registrar with respect to a registered charge.
                                                                            (2) The statement referred to in subsection (1) is a statement to the effect that—
                                                                            (a) the debt for which the charge was given has been paid or satisfied in whole or in part, or
                                                                            (b) all or part of the property or undertaking charged—
                                                                            (i) has been released from the charge, or
                                                                            (ii) has ceased to form part of the LLP's property or undertaking.
                                                                            (3) Where a statement within subsection (2)(b) relates to part only of the property or undertaking charged, the statement must include a short description of that part.
                                                                            (4) The particulars referred to in subsection (1) are—
                                                                            (a) the name and address of the person delivering the statement and an indication of their interest in the charge,
                                                                            (b) the registered name and number of the LLP that—
                                                                            (i) created the charge (in a case within section 784 or 785), or
                                                                            (ii) acquired the property or undertaking subject to the charge (in a case within section 786),
                                                                            (c) in respect of a charge created before the effective date—
                                                                            (i) the date of creation of the charge,
                                                                            (ii) a description of the instrument (if any) by which the charge is created or evidenced,
                                                                            (iii) short particulars of the property or undertaking charged,
                                                                            (d) in respect of a charge created on or after the effective date, the unique reference code allocated to the charge.
                                                                            (5) The Registrar may include in the register—
                                                                            (a) a statement of satisfaction in whole or in part, or
                                                                            (b) a statement of the fact that all or part of the property or undertaking has been released from the charge or has ceased to form part of the LLP's property or undertaking (as the case may be).

                                                                          • 795. Rectification of register

                                                                            (1) Subsection (3) applies if the Court is satisfied that—
                                                                            (a) there has been an omission or mis-statement in any statement or notice delivered to the Registrar in accordance with this Chapter, and
                                                                            (b) the requirement in subsection (2) is met.
                                                                            (2) The requirement is that the Court is satisfied—
                                                                            (a) that the omission or mis-statement—
                                                                            (i) was accidental or due to inadvertence or to some other sufficient cause, or
                                                                            (ii) is not of a nature to prejudice the position of creditors of the LLP, or
                                                                            (b) that on other grounds it is just and equitable to grant relief.
                                                                            (3) The Court may, on the application of the LLP or a person interested, and on such terms and conditions as seem to the Court just and expedient, order that the omission or mis-statement be rectified.
                                                                            (4) A copy of the Court's order must be sent by the applicant to the Registrar for registration.

                                                                          • 796. Replacement of instrument or debenture

                                                                            (1) Subsection (2) applies if the Court is satisfied that—
                                                                            (a) a copy of an instrument or debenture delivered to the Registrar under this Chapter contains material which could have been omitted under section 790,
                                                                            (b) the wrong instrument or debenture was delivered to the Registrar, or
                                                                            (c) the copy was defective.
                                                                            (2) The Court may, on the application of the LLP or a person interested, and on such terms and conditions as seem to the Court just and expedient, order that the copy of the instrument or debenture be removed from the register and replaced.
                                                                            (3) A copy of the Court's order must be sent by the applicant to the Registrar for registration.

                                                                        • LLPs' records and registers

                                                                          • 797. LLPs to keep copies of instruments creating and amending charges

                                                                            (1) An LLP must keep available for inspection a copy of every—
                                                                            (a) instrument creating a charge capable of registration under this Chapter, and
                                                                            (b) instrument effecting any variation or amendment of such a charge.
                                                                            (2) In the case of a charge contained in a series of uniform debentures, a copy of one of the debentures of the series is sufficient for the purposes of subsection (1)(a).
                                                                            (3) If the particulars referred to in section 787(1) or the particulars of the property or undertaking charged are not contained in the instrument creating the charge, but are instead contained in other documents which are referred to in or otherwise incorporated into the instrument, then the LLP must also keep available for inspection a copy of those other documents.
                                                                            (4) It is sufficient for the purposes of subsection (1)(a) if the LLP keeps a copy of the instrument in the form delivered to the Registrar under section 784(3), 785(3) or (4) or 786(3).
                                                                            (5) Where a translation has been delivered to the Registrar in accordance with section 978, the LLP must keep available for inspection a copy of the translation.

                                                                          • 798. Instruments creating charges to be available for inspection

                                                                            (1) This section applies to documents required to be kept available for inspection under section 797 (copies of instruments creating and amending charges).
                                                                            (2) The documents must be kept available for inspection—
                                                                            (a) at the LLP's registered office, or
                                                                            (b) at a place specified in rules made by the Board under section 996 (rules about where certain LLP records to be kept available for inspection).
                                                                            (3) The LLP must give notice to the Registrar—
                                                                            (a) of the place at which the documents are kept available for inspection, and
                                                                            (b) of any change in that place,
                                                                            unless they have at all times been kept at the LLP's registered office.
                                                                            (4) The documents must be open to the inspection—
                                                                            (a) of any creditor or member of the LLP without charge, and
                                                                            (b) of any other person on payment of such fee as may be prescribed.
                                                                            (5) A person who makes default in complying with the requirements of subsection (2) or (3) of this section commits a contravention of the Companies Regulations.
                                                                            (6) A person who commits the contravention referred to in in subsection (5) is liable to a level 2 fine.
                                                                            (7) If default is made for 14 days in complying with subsection (3) or an inspection required under subsection (4) is refused, a contravention of the Companies Regulations is committed by—
                                                                            (a) the LLP, and
                                                                            (b) every member of the LLP who is in default.
                                                                            (8) A person who commits the contravention referred to in in subsection (7) is liable to a fine of up to level 4.
                                                                            (9) If an inspection required under subsection (4) is refused the Court may by order compel an immediate inspection.
                                                                            (10) Where the LLP and a person wishing to carry out an inspection under subsection (4) agree, the inspection may be carried out by electronic means."

                                                                    • CHAPTER 12 CHAPTER 12 ARRANGEMENTS and RECONSTRUCTIONS

                                                                      • 43. 43. Arrangements and reconstructions

                                                                        (1) Sections 801 to 806 apply to LLPs, modified so that they read as follows —

                                                                        • 801. Application of this Part

                                                                          (1) The provisions of this Part apply where a compromise or arrangement is proposed between a LLP and —
                                                                          (a) its creditors, or any class of them, or
                                                                          (b) its members, or any class of them.
                                                                          (2) In this Part —

                                                                          "LLP", unless the context otherwise requires, means —
                                                                          (a) in section 806 (powers of Court to facilitate reconstruction or amalgamation or merger or division),
                                                                          (i) in the case of a compromise or arrangement falling within sections 806(1)(a) or 806(1)(c), an LLP formed or registered under the Limited Liability Partnerships Regulations 2015, and
                                                                          (ii) in the case of a compromise or arrangement falling within section 806(1)(b), an LLP formed or registered under the Limited Liability Partnerships Regulations 2015 and any non-ADGM LLP whose jurisdiction of incorporation permits such non-ADGM LLP to merge into a single body corporate or into a new body corporate as described in section 810(1)(a) or 810(1)(b), and
                                                                          (b) elsewhere in this Part, any LLP liable to be wound up under the Insolvency Regulations 2015 and any non-ADGM LLP whose jurisdiction of incorporation permits such non-ADGM LLP to merge into a single body corporate or into a new body corporate as described in section 810(1)(a) or 810(1)(b).
                                                                          (3) The provisions of this Part have effect subject to Part 26 (mergers and divisions) where that Part applies (see sections 808 and 809).

                                                                        • 802. Court order for holding of meeting

                                                                          (1) The Court may, on an application under this section, order a meeting of the creditors or class of creditors, or of the members of the LLP or class of members (as the case may be), to be summoned in such manner as the Court directs.
                                                                          (2) An application under this section may be made by —
                                                                          (a) the LLP,
                                                                          (b) any creditor or member of the LLP,
                                                                          (c) if the LLP is being wound up, the liquidator, or
                                                                          (d) if the LLP is in administration, the administrator.

                                                                        • 803. Statement to be circulated or made available

                                                                          (1) Where a meeting is summoned under section 802
                                                                          (a) every notice summoning the meeting that is sent to a creditor or member must be accompanied by a statement complying with this section, and
                                                                          (b) every notice summoning the meeting that is given by advertisement must either —
                                                                          (i) include such a statement, or
                                                                          (ii) state where and how creditors or members entitled to attend the meeting may obtain copies of such a statement.
                                                                          (2) The statement must —
                                                                          (a) explain the effect of the compromise or arrangement, and
                                                                          (b) in particular, state —
                                                                          (i) any material interests of the members of the LLP (whether as members or as creditors of the LLP or otherwise), and
                                                                          (ii) the effect on those interests of the compromise or arrangement, in so far as it is different from the effect on the like interests of other persons.
                                                                          (3) Where the compromise or arrangement affects the rights of debenture holders of the LLP, the statement must give the like explanation as respects the trustees of any deed for securing the issue of the debentures as it is required to give as respects the LLP's members.
                                                                          (4) Where a notice given by advertisement states that copies of an explanatory statement can be obtained by creditors or members entitled to attend the meeting, every such creditor or member is entitled, on making application in the manner indicated by the notice, to be provided by the LLP with a copy of the statement free of charge.
                                                                          (5) If an LLP makes default in complying with any requirement of this section, a contravention of the Companies Regulations is committed by —
                                                                          (a) the LLP, and
                                                                          (b) every member of the LLP who is in default.
                                                                          This is subject to subsection (7) below.
                                                                          (6) For this purpose the following are treated as members of the LLP —
                                                                          (a) a liquidator or administrator of the LLP, and
                                                                          (b) a trustee of a deed for securing the issue of debentures of the LLP.
                                                                          (7) A person does not contravene this section if he shows that the default was due to the refusal of a member or trustee for debenture holders to supply the necessary particulars of his interests.
                                                                          (8) A person who commits the contravention referred to in subsection (5) shall be liable to a level 3 fine.

                                                                        • 804. Duty of members and trustees to provide information

                                                                          (1) It is the duty of —
                                                                          (a) any member of the LLP, and
                                                                          (b) any trustee for its debenture holders, to give notice to the LLP of such matters relating to himself as may be necessary for the purposes of section 803 (explanatory statement to be circulated or made available).
                                                                          (2) Any person who makes default in complying with this section commits a contravention of the Companies Regulations.
                                                                          (3) A person who commits the contravention referred to in subsection (2) shall be liable to a fine of up to level 8.

                                                                        • 805. Court sanction for compromise or arrangement

                                                                          (1) If:
                                                                          (a) 75% in value of the creditors or class of creditors or if members or class of members (as the case may be) representing 75% of the voting rights of the members or class of members (as the case may be), present and voting either in person or by proxy at the meeting summoned under section 802, agree a compromise or arrangement, and
                                                                          (b) where the compromise or arrangement relates to a non-ADGM LLP (as defined in section 1028 (minor definitions: general)), the Court is satisfied that the requirements of section 810(2) have been or are satisfied with respect to such non-ADGM LLP, the Court may, on an application under this section, sanction the compromise or arrangement.
                                                                          (2) An application under this section may be made by —
                                                                          (a) the LLP,
                                                                          (b) any creditor or member of the LLP,
                                                                          (c) if the LLP is being wound up, the liquidator, or
                                                                          (d) if the LLP is in administration, the administrator.
                                                                          (3) A compromise or arrangement sanctioned by the Court is binding on —
                                                                          (a) all creditors or the class of creditors or on the members or class of members(as the case may be), and
                                                                          (b) the LLP or, in the case of a LLP in the course of being wound up, the liquidator and contributories of the LLP.
                                                                          (4) The Court's order has no effect until a copy of it has been delivered to the Registrar.

                                                                        • 806. Powers of Court to facilitate reconstruction or amalgamation or merger or division

                                                                          (1) This section applies where application is made to the Court under section 805 to sanction a compromise or arrangement and it is shown that —
                                                                          (a) the compromise or arrangement is proposed for the purposes of, or in connection with, a scheme for the reconstruction of any LLP or LLPs, or the amalgamation of any two or more relevant bodies corporate (where one or more of them is an LLP), and
                                                                          (b) under the scheme the whole or any part of the undertaking or the property of any LLP concerned in the scheme ("a transferor LLP") is to be transferred to another relevant body corporate ("the transferee body corporate").
                                                                          (2) The Court may, either by the order sanctioning the compromise or arrangement or by a subsequent order, make provision for all or any of the following matters —
                                                                          (a) the transfer to the transferee body corporate of the whole or any part of the undertaking and of the property or liabilities of any transferor LLP,
                                                                          (b) the allotting or appropriation by the transferee body corporate of any shares, debentures, policies or other like interests in that body corporate which under the compromise or arrangement are to be allotted or appropriated by that body corporate to or for any person,
                                                                          (c) the continuation by or against the transferee body corporate of any legal proceedings pending by or against any transferor LLP,
                                                                          (d) the dissolution, without winding up, of any transferor LLP,
                                                                          (e) the provision to be made for any persons who, within such time and in such manner as the Court directs, dissent from the compromise or arrangement,
                                                                          (f) such incidental, consequential and supplemental matters as are necessary to secure that the reconstruction or amalgamation is fully and effectively carried out.
                                                                          (3) If an order under this section provides for the transfer of property or liabilities —
                                                                          (a) the property is by virtue of the order transferred to, and vests in, the transferee body corporate, and
                                                                          (b) the liabilities are, by virtue of the order, transferred to and become liabilities of that body corporate.
                                                                          (4) The property (if the order so directs) vests freed from any charge that is by virtue of the compromise or arrangement to cease to have effect.
                                                                          (5) In this section —

                                                                          "relevant body corporate" means an LLP or a company,

                                                                          "property" includes property, rights and powers of every description, and

                                                                          "liabilities" includes duties.
                                                                          (6) Every LLP in relation to which an order is made under this section must cause a copy of the order to be delivered to the Registrar within seven days after its making.
                                                                          (7) If default is made in complying with subsection (6), a contravention of the Companies Regulations is committed by —
                                                                          (a) the LLP, and
                                                                          (b) every member of the LLP who is in default.
                                                                          (8) A person who commits the contravention referred to in subsection (7) is liable to a level 3 fine."

                                                                    • CHAPTER 13 CHAPTER 13 FRAUDULENT TRADING

                                                                      • 44. 44. Fraudulent trading

                                                                        Section 857 applies to LLPs, modified so that it reads as follows —

                                                                        • 857. Fraudulent trading

                                                                          (1) If any business of an LLP is carried on with intent to defraud creditors of the LLP or creditors of any other person, or for any fraudulent purpose, a contravention of the Companies Regulations is committed by every person who is knowingly a party to the carrying on of the business in that manner.
                                                                          (2) This applies whether or not the LLP has been, or is in the course of being, wound up.
                                                                          (3) A person who commits the contravention referred to in subsection (1) shall be liable for a fine of up to level 8.
                                                                          (4) The provisions of this section are without prejudice to any other fine, censure or legal proceeding to which a member may be subject under the Companies Regulations or any other law or regulation applicable in the Abu Dhabi Global Market."

                                                                    • CHAPTER 14 CHAPTER 14 PROTECTION OF MEMBERS AGAINST UNFAIR PREJUDICE

                                                                      • 45. 45. Main provisions

                                                                        Sections 858 to 860 apply to LLPs, modified so that they read as follows —

                                                                        • 858. Petition by LLP member

                                                                          (1) A member of an LLP may apply to the Court by petition for an order under this Part on the ground —
                                                                          (a) that the LLP's affairs are being or have been conducted in a manner that is unfairly prejudicial to the interests of members generally or of some part of its members (including at least himself), or
                                                                          (b) that an actual or proposed act or omission of the LLP (including an act or omission on its behalf) is or would be so prejudicial.
                                                                          (2) For the purposes of subsection (1)(a), a removal of the LLP's auditor from office —
                                                                          (a) on grounds of divergence of opinions on accounting treatments or audit procedures, or
                                                                          (b) on any other improper grounds,
                                                                          shall be treated as being unfairly prejudicial to the interests of some part of the LLP's members.
                                                                          (3) The members of an LLP may by unanimous agreement exclude the right contained in subsection (1) either indefinitely or for such period as is specified in the agreement. The agreement must be recorded in writing.

                                                                        • 859. Petition by the Board

                                                                          (1) This section applies to an LLP in respect of which —
                                                                          (a) the Board has exercised its powers of investigation under the Companies Regulations, or
                                                                          (b) the Board has received a report from an investigator appointed by it under that Part.
                                                                          (2) If it appears to the Board that in the case of such an LLP —
                                                                          (a) the LLP's affairs are being or have been conducted in a manner that is unfairly prejudicial to the interests of members generally or of some part of its members, or
                                                                          (b) an actual or proposed act or omission of the LLP (including an act or omission on its behalf) is or would be so prejudicial, it may apply to the Court by petition for an order under this Part.
                                                                          (3) The Board may do this in addition to, or instead of, presenting a petition for the winding up of the LLP.

                                                                        • 860. Powers of the Court under this Part

                                                                          (1) If the Court is satisfied that a petition under this Part is well founded, it may make such order as it thinks fit for giving relief in respect of the matters complained of.
                                                                          (2) Without prejudice to the generality of subsection (1), the Court's order may —
                                                                          (a) regulate the conduct of the LLP's affairs in the future,
                                                                          (b) require the LLP —
                                                                          (i) to refrain from doing or continuing an act complained of, or
                                                                          (ii) to do an act that the petitioner has complained it has omitted to do,
                                                                          (c) authorise civil proceedings to be brought in the name and on behalf of the LLP by such person or persons and on such terms as the Court may direct,
                                                                          (d) require the LLP or the members of the LLP not to make any, or any specified, alterations in the LLP agreement without the leave of the Court,
                                                                          (e) provide for the purchase of the rights and interests of any members in the LLP by other members or by the LLP itself."

                                                                      • 46. 46. Supplementary provision

                                                                        Section 861 applies to LLPs as follows —

                                                                        • 861. Application of general rule-making powers

                                                                          The power of the Board to make rules under the Insolvency Regulations 2015, so far as relating to a winding up petition, applies for the purposes of a petition under this Part."

                                                                    • CHAPTER 15 CHAPTER 15 DISSOLUTION AND RESTORATION TO THE REGISTER

                                                                      • Striking Off

                                                                        • 47. 47. Registrar's power to strike off defunct LLP

                                                                          Sections 864 to 866 apply to LLPs, modified so that they read as follows —

                                                                          • 864. Power to strike off LLP not carrying on business or in operation

                                                                            (1) If the Registrar has reasonable cause to believe that an LLP is not carrying on business or in operation, the Registrar may send to the LLP a communication inquiring whether the LLP is carrying on business or in operation.
                                                                            (2) If the Registrar does not within one month of sending the communication receive any answer to it, the Registrar must within 14 days after the expiration of that month send to the LLP a second communication referring to the first communication and stating —
                                                                            (a) that no answer to it has been received, and
                                                                            (b) that if an answer is not received to the second communication within one month from its date, a notice will be published on the Registrar's website with a view to striking the LLP's name off the register.
                                                                            (3) If, within one month after sending the second communication, the Registrar —
                                                                            (a) receives an answer to the effect that the LLP is not carrying on business or in operation, or
                                                                            (b) does not receive any answer,
                                                                            the Registrar may publish on the Registrar's website and send to the LLP, a notice that at the expiration of three months from the date of the notice the name of the LLP mentioned in it will, unless cause is shown to the contrary, be struck off the register and the LLP will be dissolved.
                                                                            (4) At the expiration of the time mentioned in the notice the Registrar may, unless cause to the contrary is previously shown by the LLP, strike its name off the register.
                                                                            (5) The Registrar must publish notice on the Registrar's website of the LLP's name having been struck off the register.
                                                                            (6) On the publication of the notice on the Registrar's website the LLP is dissolved.
                                                                            (7) However —
                                                                            (a) the liability (if any) of every member of the LLP continues and may be enforced as if the LLP had not been dissolved, and
                                                                            (b) nothing in this section affects the power of the Court to wind up a LLP the name of which has been struck off the register.

                                                                          • 865. Duty to act in case of LLP being wound up

                                                                            (1) If, in a case where a LLP is being wound up —
                                                                            (a) the Registrar has reasonable cause to believe —
                                                                            (i) that no liquidator is acting, or
                                                                            (ii) that the affairs of the LLP are fully wound up, and
                                                                            (b) the returns required to be made by the liquidator have not been made for a period of 12 consecutive months,
                                                                            the Registrar must publish on the Registrar's website and send to the LLP or the liquidator (if any), a notice that at the expiration of three months from the date of the notice the name of the LLP mentioned in it will, unless cause is shown to the contrary, be struck off the register and the LLP will be dissolved.
                                                                            (2) At the expiration of the time mentioned in the notice the Registrar may, unless cause to the contrary is previously shown by the LLP, strike its name off the register.
                                                                            (3) The Registrar must publish notice on the Registrar's website of the LLP's name having been struck off the register.
                                                                            (4) On the publication of the notice on the Registrar's website the LLP is dissolved.
                                                                            (5) However —
                                                                            (a) the liability (if any) of every member of the LLP continues and may be enforced as if the LLP had not been dissolved, and
                                                                            (b) nothing in this section affects the power of the Court to wind up a LLP the name of which has been struck off the register.

                                                                          • 866. Supplementary provisions as to service of communication or notice

                                                                            (1) If the Registrar is not able to send a communication or notice under section 864 or 865 to an LLP in accordance with Schedule 4, the communication may be sent to a member of the LLP at an address for that member that has been notified to the Registrar by the LLP.
                                                                            (2) If there is no member of the LLP whose name and address are known to the Registrar, the communication or notice may be sent to each of the persons who subscribed the incorporation document (if their addresses are known to the Registrar).
                                                                            (3) A notice to be sent to a liquidator under section 865 may be sent to the address of the liquidator's last known place of business or to an address specified by the liquidator to the Registrar for the purpose of receiving notices, or notices of that kind.
                                                                            (4) In this section "address" has the same meaning as in section 1008(1)."

                                                                        • 48. 48. Voluntary striking off

                                                                          Sections 867 to 875 apply to LLPs, modified so that they read as follows —

                                                                          • 867. Striking off on application by LLP

                                                                            (1) On application by a LLP, the Registrar may strike the LLP's name off the register.
                                                                            (2) The application —
                                                                            (a) must be made by a majority of the members of an LLP, or
                                                                            (b) if there are only two such members, by both of them, or
                                                                            (c) if there is only one remaining member of an LLP, by that member, and
                                                                            (d) must contain the prescribed information.
                                                                            (3) The Registrar may not strike a LLP off under this section until after the expiration of three months from the publication by the Registrar on the Registrar's website of a notice —
                                                                            (a) stating that the Registrar may exercise the power under this section in relation to the LLP, and
                                                                            (b) inviting any person to show cause why that should not be done.
                                                                            (4) The Registrar must publish notice on the Registrar's website of the LLP's name having been struck off.
                                                                            (5) On the publication of the notice on the Registrar's website the LLP is dissolved.
                                                                            (6) However —
                                                                            (a) the liability (if any) of every member of the LLP continues and may be enforced as if the LLP had not been dissolved, and
                                                                            (b) nothing in this section affects the power of the Court to wind up a LLP the name of which has been struck off the register.

                                                                          • 868. Circumstances in which application not to be made: activities of LLP

                                                                            (1) An application under section 867 (application for voluntary striking off) on behalf of a LLP must not be made if, at any time in the previous three months, the LLP has —
                                                                            (a) changed its name,
                                                                            (b) traded or otherwise carried on business,
                                                                            (c) made a disposal for value of property or rights that, immediately before ceasing to trade or otherwise carry on business, it held for the purpose of disposal for gain in the normal course of trading or otherwise carrying on business, or
                                                                            (d) engaged in any other activity, except one which is —
                                                                            (i) necessary or expedient for the purpose of making an application under that section, or deciding whether to do so,
                                                                            (ii) necessary or expedient for the purpose of concluding the affairs of the LLP,
                                                                            (iii) necessary or expedient for the purpose of complying with any statutory requirement, or
                                                                            (iv) specified by rules made by the Board by resolution for the purposes of this sub-paragraph.
                                                                            (2) For the purposes of this section, a LLP is not to be treated as trading or otherwise carrying on business by virtue only of the fact that it makes a payment in respect of a liability incurred in the course of trading or otherwise carrying on business.
                                                                            (3) It is a contravention of the Companies Regulations for a person to make an application in contravention of this section.
                                                                            (4) It is a defence to such a contravention for the person who committed the contravention to prove that he did not know, and could not reasonably have known, of the existence of the facts that led to the contravention.
                                                                            (5) A person who commits a contravention under this section shall be liable to a level 3 fine.

                                                                          • 869. Circumstances in which application not to be made: other proceedings not concluded

                                                                            (1) An application under section 867 (application for voluntary striking off) on behalf of a LLP must not be made at a time when —
                                                                            (a) an application to the Court under Part 25 has been made on behalf of the LLP for the sanctioning of a compromise or arrangement and the matter has not been finally concluded,
                                                                            (b) the LLP is in administration under Part 1 (administration) of the Insolvency Regulations 2015,
                                                                            (c) the LLP is being wound up under Part 3 (winding up) of the Insolvency Regulations 2015 whether voluntarily or by the Court, or a petition under that Part for winding up of the LLP by the Court has been presented and not finally dealt with or withdrawn,
                                                                            (d) there is a receiver appointed in respect of the LLP's property.
                                                                            (2) For the purposes of subsection (1)(a), the matter is finally concluded if —
                                                                            (a) the application has been withdrawn,
                                                                            (b) the application has been finally dealt with without a compromise or arrangement being sanctioned by the Court, or
                                                                            (c) a compromise or arrangement has been sanctioned by the Court and has, together with anything required to be done under any provision made in relation to the matter by order of the Court, been fully carried out.
                                                                            (3) It is a contravention of the Companies Regulations for a person to make an application in contravention of this section.
                                                                            (4) It is a defence to such a contravention for the person who committed the contravention to prove that he did not know, and could not reasonably have known, of the existence of the facts that led to the contravention.
                                                                            (5) A person who commits a contravention of this section shall be liable to a level 3 fine.

                                                                          • 870. Copy of application to be given to members, employees, etc.

                                                                            (1) A person who makes an application under section 867 (application for voluntary striking off) on behalf of a LLP must ensure that, within seven days from the day on which the application is made, a copy of it is given to every person who at any time on that day is —
                                                                            (a) a member of the LLP,
                                                                            (b) an employee of the LLP,
                                                                            (c) a creditor of the LLP,
                                                                            (d) a manager or trustee of any pension fund established for the benefit of employees of the LLP, or
                                                                            (e) a person of a description specified for the purposes of this paragraph by an execution decision of the Registrar.
                                                                            (2) Subsection (1) does not require a copy of the application to be given to a member who is a party to the application.
                                                                            (3) The duty imposed by this section ceases to apply if the application is withdrawn before the end of the period for giving the copy application.
                                                                            (4) A person who fails to perform the duty imposed on him by this section commits a contravention of the Companies Regulations.

                                                                            If he does so with the intention of concealing the making of the application from the person concerned, he commits an aggravated contravention.
                                                                            (5) It is a defence to such a contravention for the person who committed the contravention to prove that he took all reasonable steps to perform the duty.
                                                                            (6) A person who commits a contravention of this section (other than an aggravated contravention) shall be liable to a fine of up to level 7.

                                                                          • 871. Copy of application to be given to new members, employees, etc.

                                                                            (1) This section applies in relation to any time after the day on which a LLP makes an application under section 867 (application for voluntary striking off) and before the day on which the application is finally dealt with or withdrawn.
                                                                            (2) A person who is a member of the LLP at the end of a day on which a person (other than himself) becomes —
                                                                            (a) a member of the LLP,
                                                                            (b) an employee of the LLP,
                                                                            (c) a creditor of the LLP,
                                                                            (d) a manager or trustee of any pension fund established for the benefit of employees of the LLP, or
                                                                            (e) a person of a description specified for the purposes of this paragraph by rules made the Board by resolution, must ensure that a copy of the application is given to that person within seven days from that day.
                                                                            (3) The duty imposed by this section ceases to apply if the application is finally dealt with or withdrawn before the end of the period for giving the copy application.
                                                                            (4) A person who fails to perform the duty imposed on him by this section commits a contravention of the Companies Regulations.

                                                                            If he does so with the intention of concealing the making of the application from the person concerned, he commits an aggravated contravention.
                                                                            (5) It is a defence to such a contravention for the person who committed the contravention to prove —
                                                                            (a) that at the time of the failure he was not aware of the fact that the LLP had made an application under section 867, or
                                                                            (b) that he took all reasonable steps to perform the duty.
                                                                            (6) A person who commits a contravention of this section (other than an aggravated contravention) shall be liable to a fine of up to level 7.

                                                                          • 872. Copy of application: provisions as to service of documents

                                                                            (1) The following provisions have effect for the purposes of —

                                                                            section 870 (copy of application to be given to members, employees, etc.), and —

                                                                            section 871 (copy of application to be given to new members, employees, etc.).
                                                                            (2) A document is treated as given to a person if it is —
                                                                            (a) delivered to him in person, or
                                                                            (b) left at his residential or service address, or
                                                                            (c) sent by post to him at his service address.
                                                                            (3) For the purposes of subsection (2)(c), service (whether the expression "serve" or the expression "give" or "send" or any other expression is used) of documents by post is, unless the contrary intention appears, deemed to be effected by properly addressing, pre-paying and posting a letter containing the document and, unless the contrary is proved, effected at the time at which the letter would be delivered in the ordinary course of post and, as it applies in relation to that subsection, the service address of a person is —
                                                                            (a) in the case of a firm incorporated or formed in the Abu Dhabi Global Market, its registered office,
                                                                            (b) in the case of a firm incorporated or formed outside the Abu Dhabi Global Market —
                                                                            (i) if it has a place of business in the Abu Dhabi Global Market, its principal office in the Abu Dhabi Global Market, or
                                                                            (ii) if it does not have a place of business in the Abu Dhabi Global Market, its registered or principal office,
                                                                            (c) in the case of an individual, his last known service address.
                                                                            (4) In the case of a creditor of the LLP a document is treated as given to him if it is left or sent by post to him —
                                                                            (a) at the place of business of his with which the LLP has had dealings by virtue of which he is a creditor of the LLP, or
                                                                            (b) if there is more than one such place of business, at each of them.

                                                                          • 873. Circumstances in which application to be withdrawn

                                                                            (1) This section applies where, at any time on or after the day on which a LLP makes an application under section 867 (application for voluntary striking off) and before the day on which the application is finally dealt with or withdrawn —
                                                                            (a) the LLP —
                                                                            (i) changes its name,
                                                                            (ii) trades or otherwise carries on business,
                                                                            (iii) makes a disposal for value of any property or rights other than those which it was necessary or expedient for it to hold for the purpose of making, or proceeding with, an application under that section, or
                                                                            (iv) engages in any activity, except one to which subsection (4) applies,
                                                                            (b) an application is made to the Court under Part 25 on behalf of the LLP for the sanctioning of a compromise or arrangement,
                                                                            (c) an application to the Court for an administration order in respect of the LLP is made under sections 8 (administration application) or 17 (administration application to appoint specified person as administrators by holder of qualifying charge) of the Insolvency Regulations 2015,
                                                                            (d) an administrator is appointed in respect of the LLP under Part 1 (administration) of the Insolvency Regulations 2015, or a copy of notice of intention to appoint an administrator of the LLP under any of those provisions is filed with the Court,
                                                                            (e) there arise any of the circumstances in which, under Chapter 2 (voluntary winding up) of Part 3 (winding up) of the Insolvency Regulations 2015, the LLP may be voluntarily wound up,
                                                                            (f) a petition is presented for the winding up of the LLP by the Court under Chapter 6 (compulsory winding up) of Part 3 (winding up) of the Insolvency Regulations 2015,
                                                                            (g) a receiver is appointed in respect of the LLP's property is appointed.
                                                                            (2) A person who, at the end of a day on which any of the events mentioned in subsection occurs, is a member of the LLP must secure that the LLP's application is withdrawn forthwith.
                                                                            (3) For the purposes of subsection (1)(a), a LLP is not treated as trading or otherwise carrying on business by virtue only of the fact that it makes a payment in respect of a liability incurred in the course of trading or otherwise carrying on business.
                                                                            (4) The excepted activities referred to in subsection (1)(a)(iv) are —
                                                                            (a) any activity necessary or expedient for the purposes of —
                                                                            (i) making, or proceeding with, an application under section 867 (application for voluntary striking off),
                                                                            (ii) concluding affairs of the LLP that are outstanding because of what has been necessary or expedient for the purpose of making, or proceeding with, such an application, or
                                                                            (iii) complying with any statutory requirement,
                                                                            (b) any activity specified in rules made by the Board by resolution for the purposes of this subsection.
                                                                            (5) A person who fails to perform the duty imposed on him by this section commits a contravention of the Companies Regulations.
                                                                            (6) It is a defence to such a contravention for the person who committed the contravention to prove —
                                                                            (a) that at the time of the failure he was not aware of the fact that the LLP had made an application under section 867, or
                                                                            (b) that he took all reasonable steps to perform the duty.
                                                                            (7) A person who commits a contravention under this section shall be liable to a level 3 fine.

                                                                          • 874. Withdrawal of application

                                                                            An application under section 867 is withdrawn by notice to the Registrar.

                                                                          • 875. Meaning of "creditor"

                                                                            In this Chapter "creditor" includes a contingent or prospective creditor."

                                                                      • Property of Dissolved LLP

                                                                        • 49. 49. Property vesting as bona vacantia

                                                                          Sections 876 to 878 apply to LLPs, modified so that they read as follows —

                                                                          • 876. Property of a dissolved LLP

                                                                            (1) When a LLP is dissolved, all property and rights whatsoever vested in or held on trust for the LLP immediately before its dissolution (but not including property held by the LLP on trust for another person) are deemed to be bona vacantia and —
                                                                            (a) accordingly belong to the Board, and
                                                                            (b) vest and may be dealt with in the same manner as other bona vacantia accruing to the Board.
                                                                            (2) Subsection (1) has effect subject to the possible restoration of the LLP to the register under Chapter 3 (see section 892).

                                                                          • 877. Board disclaimer of property vesting as bona vacantia

                                                                            (1) Where property vests in the Board under section 876, the Board's title to it under that section may be disclaimed by a notice signed by a person duly authorised by the Board.
                                                                            (2) The right to execute a notice of disclaimer under this section may be waived by or on behalf of the Board either expressly or by taking possession.
                                                                            (3) A notice of disclaimer must be executed within three years after —
                                                                            (a) the date on which the fact that the property may have vested in the Board under section 876 first comes to the notice of the Board, or
                                                                            (b) if ownership of the property is not established at that date, the end of the period reasonably necessary for the Board to establish the ownership of the property.
                                                                            (4) If an application in writing is made to the Board by a person interested in the property requiring him to decide whether he will or will not disclaim, any notice of disclaimer must be executed within twelve months after the making of the application or such further period as may be allowed by the Court.
                                                                            (5) A notice of disclaimer under this section is of no effect if it is shown to have been executed after the end of the period specified by subsection (3) or (4).
                                                                            (6) A notice of disclaimer under this section must be delivered to the Registrar and retained and registered by him.
                                                                            (7) Copies of it must be published on the website of the Registrar and sent to any persons who have given the Board notice that they claim to be interested in the property.

                                                                          • 878. Effect of Board disclaimer

                                                                            Where notice of disclaimer is executed under section 877 as respects any property, that property is deemed not to have vested in the Board under section 876."

                                                                        • 50. 50. Effect of Board disclaimer

                                                                          Sections 879 to 881 apply to LLPs, modified so that they read as follows —

                                                                          • 879. General effect of disclaimer

                                                                            (1) The Board's disclaimer operates so as to determine, as from the date of the disclaimer, the rights, interests and liabilities of the LLP in or in respect of the property disclaimed.
                                                                            (2) It does not, except so far as is necessary for the purpose of releasing the LLP from any liability, affect the rights or liabilities of any other person.

                                                                          • 880. Disclaimer of leasehold property

                                                                            (1) The disclaimer of any property of a leasehold character does not take effect unless a copy of the disclaimer has been served (so far as Board is aware of their addresses) on every person claiming under the LLP as underlessee , sublessee or mortgagee, and either —
                                                                            (a) no application under section 881 (power of Court to make vesting order) is made with respect to that property before the end of the period of 14 days beginning with the day on which the last notice under this paragraph was served, or
                                                                            (b) where such an application has been made, the Court directs that the disclaimer shall take effect.
                                                                            (2) Where the Court gives a direction under subsection (1)(b) it may also, instead of or in addition to any order it makes under section 881, make such order as it thinks fit with respect to fixtures, tenant's improvements and other matters arising out of the lease.

                                                                          • 881. Power of Court to make vesting order

                                                                            (1) The Court may on application by a person who —
                                                                            (a) claims an interest in the disclaimed property, or
                                                                            (b) is under a liability in respect of the disclaimed property that is not discharged by the disclaimer,
                                                                            make an order under this section in respect of the property.
                                                                            (2) An order under this section is an order for the vesting of the disclaimed property in, or its delivery to —
                                                                            (a) a person entitled to it (or a trustee for such a person), or
                                                                            (b) a person subject to such a liability as is mentioned in subsection (1)(b) (or a trustee for such a person).
                                                                            (3) An order under subsection (2)(b) may only be made where it appears to the Court that it would be just to do so for the purpose of compensating the person subject to the liability in respect of the disclaimer.
                                                                            (4) An order under this section may be made on such terms as the Court thinks fit.
                                                                            (5) On a vesting order being made under this section, the property comprised in it vests in the person named in that behalf in the order without conveyance, assignment or transfer."

                                                                      • Restoration To The Register

                                                                        • 51. 51. Administrative restoration to the register

                                                                          Sections 882 to 886 apply to LLPs, modified so they read as follows —

                                                                          • 882. Application for administrative restoration to the register

                                                                            (1) An application may be made to the Registrar to restore to the register a LLP that has been struck off the register under section 864 or 865 (power of Registrar to strike off defunct LLP).
                                                                            (2) An application under this section may be made whether or not the LLP has in consequence been dissolved.
                                                                            (3) An application under this section may only be made by a former member of the LLP.
                                                                            (4) An application under this section may not be made after the end of the period of six years from the date of the dissolution of the LLP.

                                                                            For this purpose an application is made when it is received by the Registrar.

                                                                          • 883. Requirements for administrative restoration

                                                                            (1) On an application under section 882 the Registrar shall restore the LLP to the register if, and only if, the following conditions are met.
                                                                            (2) The first condition is that the LLP was carrying on business or in operation at the time of its striking off.
                                                                            (3) The second condition is that, if any property or right previously vested in or held on trust for the LLP has vested as bona vacantia, the Board has signified to the Registrar in writing consent to the LLP's restoration to the register.
                                                                            (4) It is the applicant's responsibility to obtain that consent and to pay any costs of the Board —
                                                                            (a) in dealing with the property during the period of dissolution, or
                                                                            (b) in connection with the proceedings on the application,
                                                                            that may be demanded as a condition of giving consent.
                                                                            (5) The third condition is that the applicant has —
                                                                            (a) delivered to the Registrar such documents relating to the LLP as are necessary to bring up to date the records kept by the Registrar, and
                                                                            (b) paid any penalties under section 431 that were outstanding at the date of dissolution or striking off.

                                                                          • 884. Application to be accompanied by statement of compliance

                                                                            (1) An application under section 882 (application for administrative restoration to the register) must be accompanied by a statement of compliance.
                                                                            (2) The statement of compliance required is a statement —
                                                                            (a) that the person making the application has standing to apply (see subsection (3) of that section), and
                                                                            (b) that the requirements for administrative restoration (see section 883) are met.
                                                                            (3) The Registrar may accept the statement of compliance as sufficient evidence of those matters.

                                                                          • 885. Registrar's decision on application for administrative restoration

                                                                            (1) The Registrar must give notice to the applicant of the decision on an application under section 882 (application for administrative restoration to the register).
                                                                            (2) If the decision is that the LLP should be restored to the register, the restoration takes effect as from the date that notice is sent.
                                                                            (3) In the case of such a decision, the Registrar must —
                                                                            (a) enter on the register a note of the date as from which the LLP's restoration to the register takes effect, and
                                                                            (b) cause notice of the restoration to be published in on the website of the Registrar.
                                                                            (4) The notice under subsection (3)(b) must state —
                                                                            (a) the name of the LLP or, if the LLP is restored to the register under a different name (see section 891), that name and its former name,
                                                                            (b) the LLP's registered number, and
                                                                            (c) the date as from which the restoration of the LLP to the register takes effect.

                                                                          • 886. Effect of administrative restoration

                                                                            (1) The general effect of administrative restoration to the register is that the LLP is deemed to have continued in existence as if it had not been dissolved or struck off the register.
                                                                            (2) The LLP is not liable to a penalty under section 426 for a financial year in relation to which the period for filing accounts and reports ended —
                                                                            (a) after the date of dissolution or striking off, and
                                                                            (b) before the restoration of the LLP to the register.
                                                                            (3) The Court may give such directions and make such provision as seems just for placing the LLP and all other persons in the same position (as nearly as may be) as if the LLP had not been dissolved or struck off the register.
                                                                            (4) An application to the Court for such directions or provision may be made any time within three years after the date of restoration of the LLP to the register."

                                                                        • 52. 52. Supplementary provisions

                                                                          Sections 891 and 892 apply to LLPs, modified so that they read as follows —

                                                                          • 891. LLP's name on restoration

                                                                            (1) An LLP is restored to the register with the name it had before it was dissolved or struck off the register, subject to the following provisions.
                                                                            (2) If at the date of restoration the LLP could not be registered under its former name without contravening section 55 (name not to be the same as another in the Registrar's register of LLP names), it must be restored to the register —
                                                                            (a) under another name specified —
                                                                            (i) in the case of administrative restoration, in the application to the Registrar, or
                                                                            (ii) in the case of restoration under a Court order, in the Court's order, or
                                                                            (b) as if its registered number was also its name.
                                                                            References to an LLP's being registered in a name, and to registration in that context, shall be read as including the LLP's being restored to the register.
                                                                            (3) If an LLP is restored to the register under a name specified in the application to the Registrar, the provisions of

                                                                            section 68 (change of name: registration and issue of new certificate of incorporation), and

                                                                            section 69 (change of name: effect),

                                                                            apply as if the application to the Registrar were notice of a change of name.
                                                                            (4) If an LLP is restored to the register under a name specified in the Court's order, the provisions of —

                                                                            section 68 (change of name: registration and issue of new certificate of incorporation), and

                                                                            section 69 (change of name: effect),

                                                                            apply as if the copy of the Court order delivered to the Registrar were notice of a change a name.
                                                                            (5) If the LLP is restored to the register as if its registered number was also its name —
                                                                            (a) the LLP must change its name within 14 days after the date of the restoration,
                                                                            (b) the change may be made by determination of its members,
                                                                            (c) the LLP must give notice to the Registrar of the change, and
                                                                            (d) sections 68 and 69 apply as regards the registration and effect of the change.
                                                                            (6) If the LLP fails to comply with subsection 5(a) or (c) a contravention of the Companies Regulations is committed by —
                                                                            (a) the LLP, and
                                                                            (b) every designated member of the LLP who is in default.
                                                                            (7) A person who commits a contravention of the Companies Regulations under subsection 6 shall be liable to a level 2 fine.

                                                                          • 892. Effect of restoration to the register where property has vested as bona vacantia

                                                                            (1) The person in whom any property or right is vested by section 876 (property of a dissolved LLP) may dispose of, or of an interest in, that property or right despite the fact that the LLP may be restored to the register under this Chapter.
                                                                            (2) If the LLP is restored to the register —
                                                                            (a) the restoration does not affect the disposition (but without prejudice to its effect in relation to any other property or right previously vested in or held on trust for the LLP), and
                                                                            (b) the Board shall pay to the LLP an amount equal to —
                                                                            (i) the amount of any consideration received for the property or right or, as the case may be, the interest in it, or
                                                                            (ii) the value of any such consideration at the time of the disposition,
                                                                            or, if no consideration was received an amount equal to the value of the property, right or interest disposed of, as at the date of the disposition.
                                                                            (3) There may be deducted from the amount payable under subsection (2)(b) the reasonable costs of the Board in connection with the disposition (to the extent that they have not been paid as a condition of administrative restoration or pursuant to a Court order for restoration)."

                                                                    • CHAPTER 16 CHAPTER 16 INVESTIGATION OF LLPS AND THEIR AFFAIRS

                                                                      • 53. 53. Requisition of documents

                                                                        Sections 893 to 921 apply to LLPs, modified so that they read as follows —

                                                                        • 893. Investigation of an LLP on its own application or that of its members

                                                                          (1) The Registrar may appoint one or more competent inspectors to investigate the affairs of an LLP and to report the results of their investigations to it.
                                                                          (2) The appointment may be made on the application of the LLP or on the application of not less than one-fifth in number of those who appear on from notifications made to the Registrar to be currently members of the LLP.
                                                                          (3) The application shall be supported by such evidence as the Registrar may require for the purpose of showing that the applicant or applicants have good reason for requiring the investigation.
                                                                          (4) The Registrar may, before appointing inspectors, require the applicant or applicants to give security, to an amount not exceeding 10,000 US dollars, or such other sum as it may by specify in rules made under this section, for payment of the costs of the investigation.

                                                                        • 894. Other LLP investigations

                                                                          (1) The Registrar shall appoint one or more competent inspectors to investigate the affairs of an LLP and report the result of their investigations to it, if the Court by order declares that its affairs ought to be so investigated.
                                                                          (2) The Registrar may make such an appointment if it appears to it that there are circumstances suggesting —
                                                                          (a) that the LLP's affairs are being or have been conducted with intent to defraud its creditors or the creditors of any other person, or otherwise for a fraudulent or unlawful purpose, or in a manner which is unfairly prejudicial to some part of its members, or
                                                                          (b) that any actual or proposed act or omission of the LLP (including an act or omission on its behalf) is or would be so prejudicial, or that the LLP was formed for any fraudulent or unlawful purpose, or
                                                                          (c) that persons concerned with the LLP's formation or the management of its affairs have in connection therewith committed fraud, misfeasance or other misconduct towards it or towards its members, or
                                                                          (d) that the LLP's members have not been given all the information with respect to its affairs which they might reasonably expect.
                                                                          (3) Inspectors may be appointed under subsection (2) on terms that any report they may make is not for publication, and in such a case, the provisions of section 898(3) (availability and publication of inspectors' reports) do not apply.
                                                                          (4) Subsections (1) and (2) are without prejudice to the powers of the Registrar under section 893, and the power conferred by subsection (2) is exercisable with respect to a body corporate notwithstanding that it is in course of being voluntarily wound up.
                                                                          (5) The reference in subsection (2) to a LLP's members includes any person who is not a member but to whom a member's interest in the LLP has been transferred or transmitted by operation of law.

                                                                        • 895. Inspectors' powers during investigation.

                                                                          If inspectors appointed under section 893 or 894 to investigate the affairs of a LLP think it necessary for the purposes of their investigation to investigate also the affairs of another body corporate which is or at any relevant time has been the LLP's subsidiary or holding LLP, or a subsidiary of its holding LLP or a holding LLP of its subsidiary, they have power to do so, and they shall report on the affairs of the other body corporate so far as they think that the results of their investigation of its affairs are relevant to the investigation of the affairs of the LLP first mentioned above.

                                                                        • 896. Production of documents and evidence to inspectors.

                                                                          (1) When inspectors are appointed under section 893 or 894, it is the duty of all members and agents of the LLP, and of all officers and agents of any other body corporate whose affairs are investigated —
                                                                          (a) to produce to the inspectors all documents of or relating to the LLP or, as the case may be, the other body corporate which are in their custody or power,
                                                                          (b) to attend before the inspectors when required to do so, and
                                                                          (c) otherwise to give the inspectors all assistance in connection with the investigation which they are reasonably able to give.
                                                                          (2) If the inspectors consider that an member or agent of the LLP or other body corporate, or any other person, is or maybe in possession of information relating to a matter which they believe to be relevant to the investigation, they may require him —
                                                                          (a) to produce to them any documents in his custody or power relating to that matter,
                                                                          (b) to attend before them, and
                                                                          (c) otherwise to give them all assistance in connection with the investigation which he is reasonably able to give,
                                                                          and it is that person's duty to comply with the requirement.
                                                                          (3) An inspector may for the purposes of the investigation examine any person on oath, and may administer an oath accordingly.
                                                                          (4) In this section a reference to members or to agents includes past, as well as present, members or agents (as the case may be), and "agents", in relation to a LLP or other body corporate, includes its bankers and solicitors and persons employed by it as auditors, whether these persons are or are not members of the LLP or other body corporate.
                                                                          (5) An answer given by a person to a question put to him in exercise of powers conferred by this section (whether as it has effect in relation to an investigation under any of sections 893 to 895, or as applied by any other section in this Part) may be used in evidence against him.
                                                                          (6) In this section "document" includes information recorded in any form.
                                                                          (7) The power under this section to require production of a document includes power, in the case of a document not in hard copy form, to require the production of a copy of the document —
                                                                          (a) in hard copy form, or
                                                                          (b) in a form from which a hard copy can be readily obtained.
                                                                          (8) An inspector may take copies of or extracts from a document produced in pursuance of this section.

                                                                        • 897. Obstruction of inspectors treated as contempt of Court

                                                                          (1) If any person —
                                                                          (a) fails to comply with section 896(1)(a) or 896(1)(c),
                                                                          (b) refuses to comply with a requirement under section 896(1)(b) or 896(2), or
                                                                          (c) refuses to answer any question put to him by the inspectors for the purposes of the investigation,
                                                                          the inspectors may certify that fact in writing to the Court.
                                                                          (2) The Court may thereupon enquire into the case, and, after hearing any witnesses who may be produced against or on behalf of the alleged offender and after hearing any statement which may be offered in defence, the Court may punish the offender in like manner as if he had committed contempt of the Court.

                                                                        • Inspectors' reports

                                                                          • 898. Inspectors' reports

                                                                            (1) The inspectors may, and if so directed by the Registrar shall, make interim reports to the Registrar, and on the conclusion of their investigation shall make a final report to it.
                                                                            (2) Any persons who have been appointed under section 893 or 894 may at any time and, if the Registrar directs them to do so, shall inform it of any matters coming to their knowledge as a result of their investigations.
                                                                            (3) If the inspectors were appointed under section 894 in pursuance of an order of the Court, the Registrar shall furnish a copy of any report of theirs to the Court.
                                                                            (4) In any case the Registrar may, if it thinks fit —
                                                                            (a) forward a copy of any report made by the inspectors to the LLP's registered office,
                                                                            (b) furnish a copy on request and on payment of the prescribed fee to —
                                                                            (i) any member of the LLP or other body corporate which is the subject of the report,
                                                                            (ii) any person whose conduct is referred to in the report,
                                                                            (iii) the auditors of that LLP or body corporate,
                                                                            (iv) the applicants for the investigation,
                                                                            (v) the Financial Services Regulator,
                                                                            (vi) any other person whose financial interests appear to the Board to be affected by the matters dealt with in the report, whether as a creditor of the LLP or body corporate, or otherwise, and
                                                                            (c) cause any such report to be printed and published.

                                                                          • 899. Expenses of investigating a LLP's affairs

                                                                            (1) The expenses of an investigation under any of the powers conferred by this Part shall be defrayed in the first instance by the Registrar, but it may recover those expenses from the persons liable in accordance with this section.

                                                                            There shall be treated as expenses of the investigation, in particular, such reasonable sums as the Registrar may determine in respect of general staff costs and overheads.
                                                                            (2) A person who is found to have committed a contravention of the Companies Regulations in proceedings instituted as a result of the investigation may in the same proceedings be ordered to pay those expenses to such extent as may be specified in the order.
                                                                            (3) A body corporate dealt with by an inspectors' report, where the inspectors were appointed otherwise than of the Registrar's own motion, is liable except where it was the applicant for the investigation, and except so far as the Registrar otherwise directs.
                                                                            (4) Where inspectors were appointed —
                                                                            (a) under section 893, or
                                                                            (b) on an application under section 901(3), the applicant or applicants for the investigation is or are liable to such extent (if any) as the Registrar may direct.
                                                                            (5) The report of inspectors appointed otherwise than of the Registrar's own motion may, if they think fit, and shall if the Registrar so directs, include a recommendation as to the directions (if any) which they think appropriate, in the light of their investigation, to be given under subsection (4) or (5) of this section.
                                                                            (6) Any liability to repay the Registrar imposed by subsection (2) above is (subject to satisfaction of his right to repayment) a liability also to indemnify all persons against liability under subsections (4) and (5).
                                                                            (7) A person liable under any one of those subsections is entitled to contribution from any other person liable under the same subsection, according to the amount of their respective liabilities under it.

                                                                          • 900. Inspectors' report to be evidence

                                                                            (1) A copy of any report of inspectors appointed under this Part, certified by the Registrar to be a true copy, is admissible in any legal proceedings as evidence of the opinion of the inspectors in relation to any matter contained in the report and, in proceedings relating to disqualification of a LLP member, as evidence of any fact stated therein.
                                                                            (2) A document purporting to be such a certificate as is mentioned above shall be received in evidence and be deemed to be such a certificate, unless the contrary is proved.

                                                                          • 901. Power to investigate LLP ownership

                                                                            (1) Where it appears to the Registrar that there is good reason to do so, it may appoint one or more competent inspectors to investigate and report on the membership of any LLP, and otherwise with respect to the LLP, for the purpose of determining the true persons who are or have been financially interested in the success or failure (real or apparent) of the LLP or able to control or materially to influence its policy.
                                                                            (2) If an application for investigation under this section with respect to particular interests or debentures of an LLP is made to the Registrar by members of the LLP, and the number of applicants or the amount of interests held by them is not less than that required for an application for the appointment of inspectors under section 893(2)(a) or 893(2)(b), then, subject to the following provisions, the Registrar shall appoint inspectors to conduct the investigation applied for.
                                                                            (3) The Registrar shall not appoint inspectors if it is satisfied that the application is vexatious, and where inspectors are appointed their terms of appointment shall exclude any matter in so far as the Registrar is satisfied that it is unreasonable for it to be investigated.
                                                                            (4) The Registrar may, before appointing inspectors, require the applicant or applicants to give security, to an amount not exceeding 10,000 US dollars, or such other sum as it may by order specify, for payment of the costs of the investigation. An order under this subsection shall be made by Resolution.
                                                                            (5) If on an application under subsection (3) it appears to the Registrar that the powers conferred by section 903 are sufficient for the purposes of investigating the matters which inspectors would be appointed to investigate, it may instead conduct the investigation under that section.
                                                                            (6) Subject to the terms of their appointment, the inspectors' powers extend to the investigation of any circumstances suggesting the existence of an arrangement or understanding which, though not legally binding, is or was observed or likely to be observed in practice and which is relevant to the purposes of the investigation.

                                                                          • 902. Provisions applicable on investigation under section 901

                                                                            (1) For purposes of an investigation under section 901, sections 895, 896, 897 and 898 apply with the necessary modifications of references to the affairs of the LLP or to those of any other body corporate, subject however to the following subsections.
                                                                            (2) Those sections apply to —
                                                                            (a) all persons who are or have been, or whom the inspector has reasonable cause to believe to be or have been, financially interested in the success or failure or the apparent success or failure of the company or any other body corporate whose membership is investigated with that of the company, or able to control or materially influence its policy (including persons concerned only on behalf of others), and
                                                                            (a) any other person whom the inspector has reasonable cause to believe possesses information relevant to the investigation,
                                                                            as they apply in relation to officers and agents of the company or the other body corporate (as the case may be)
                                                                            (3) If the Registrar is of opinion that there is good reason for not divulging any part of a report made by virtue of section 901 and this section, it may under section 898 disclose the report with the omission of that part, and it may cause to be kept by the Registrar of companies a copy of the report with that part omitted or, in the case of any other such report, a copy of the whole report.

                                                                          • 903. Power to obtain information as to those interested in LLP

                                                                            (1) If it appears to the Registrar that there is good reason to investigate the ownership of any shares in or debentures of a company and that it is unnecessary to appoint inspectors for the purpose, it may require any person whom it has reasonable cause to believe to have or to be able to obtain any information as to the present and past interests in those shares or debentures and the names and addresses of the persons interested and of any persons who act or have acted on their behalf in relation to the shares or debentures to give any such information to the Registrar.
                                                                            (2) For this purpose a person is deemed to have an interest in shares or debentures if he has any right to acquire or dispose of them or of any interest in them, or to vote in respect of them, or if his consent is necessary for the exercise of any of the rights of other persons interested in them, or if other persons interested in them can be required, or are accustomed, to exercise their rights in accordance with his instructions.
                                                                            (3) A person who fails to give information required of him under this section, or who in giving such information makes any statement which he knows to be false in a material particular, or recklessly makes any statement which is false in a material particular, commits a contravention of the Companies Regulations.
                                                                            (1) A person who is found to have committed a contravention under this section shall be liable to a fine of up to level 8.

                                                                          • 904. Power to impose restrictions on interests and debentures

                                                                            (1) If in connection with an investigation under either section 901 or 903 it appears to the Registrar that there is difficulty in finding out the relevant facts about any interests (whether issued or to be issued), it may by order direct that the interests shall until further order be subject to the restrictions of Chapter 2 of this Part.
                                                                            (2) If the Registrar is satisfied that an order under subsection (1) may unfairly affect the rights of third parties in respect of interests then the Registrar, for the purpose of protecting such rights and subject to such terms as it thinks fit, may direct that such acts by such persons or descriptions of persons and for such purposes as may be set out in the order, shall not constitute a breach of the restrictions of Chapter 2 of this Part.
                                                                            (1) This section, and Chapter 2 in its application to orders under it, apply in relation to debentures as in relation to interests save that subsection (2) shall not so apply.

                                                                          • 905. General powers to give directions

                                                                            (1) In exercising his functions an inspector shall comply with any direction given to him by the Registrar under this section.
                                                                            (2) The Registrar may give an inspector appointed under section 893, 894(2)or 901(1) a direction —
                                                                            (a) as to the subject matter of his investigation (whether by reference to a specified area of a LLP's operation, a specified transaction, a period of time or otherwise), or
                                                                            (b) which requires the inspector to take or not to take a specified step in his investigation.
                                                                            (3) The Registrar may give an inspector appointed under any provision of this Part a direction requiring it to secure that a specified report under section 898
                                                                            (a) includes the inspector's views on a specified matter,
                                                                            (b) does not include any reference to a specified matter,
                                                                            (c) is made in a specified form or manner, or
                                                                            (d) is made by a specified date.
                                                                            (4) A direction under this section —
                                                                            (a) may be given on an inspector's appointment,
                                                                            (b) may vary or revoke a direction previously given, and
                                                                            (c) may be given at the request of an inspector.
                                                                            (5) In this section —
                                                                            (a) a reference to an inspector's investigation includes any investigation he undertakes, or could undertake, under section 895 (power to investigate affairs of holding LLP or subsidiary),
                                                                            (b) "specified" means specified in a direction under this section.

                                                                          • 906. Direction to terminate investigation

                                                                            (1) The Registrar may direct an inspector to take no further steps in his investigation.
                                                                            (2) The Registrar may give a direction under this section to an inspector appointed under section 894(1) or 901(3) only on the grounds that it appears to it that —
                                                                            (a) matters have come to light in the course of the inspector's investigation which suggest that a contravention of the Companies Regulations or any other law of regulation applicable in the Abu Dhabi Global Market has been committed, and
                                                                            (b) those matters have been referred to the appropriate prosecuting authority.
                                                                            (3) Where the Registrar gives a direction under this section, any direction already given to the inspector under section 898(1) to produce an interim report, and any direction given to him under section 905(3) in relation to such a report, shall cease to have effect.
                                                                            (4) Where the Registrar gives a direction under this section, the inspector shall not make a final report to the Registrar unless —
                                                                            (a) the direction was made on the grounds mentioned in subsection (2) and the Board directs the inspector to make a final report to it, or
                                                                            (b) the inspector was appointed under section 894(1)(appointment in pursuance of order of the Court).
                                                                            (5) An inspector shall comply with any direction given to him under this section.
                                                                            (6) In this section, a reference to an inspector's investigation includes any investigation he undertakes, or could undertake, under section 895 (power to investigate affairs of holding LLP or subsidiary).

                                                                        • Resignation, removal and replacement of inspectors

                                                                          • 907. Resignation and revocation of appointment

                                                                            (1) An inspector may resign by notice in writing to the Registrar.
                                                                            (2) The Registrar may revoke the appointment of an inspector by notice in writing to the inspector.

                                                                          • 908. Appointment of replacement inspectors

                                                                            (1) Where —
                                                                            (a) an inspector resigns,
                                                                            (b) an inspector's appointment is revoked, or
                                                                            (c) an inspector dies,
                                                                            the Registrar may appoint one or more competent inspectors to continue the investigation.
                                                                            (2) An appointment under subsection (1) shall be treated for the purposes of this Part (apart from this section) as an appointment under the provision of this Part under which the former inspector was appointed.
                                                                            (3) The Registrar must exercise its power under subsection (1) so as to secure that at least one inspector continues the investigation.
                                                                            (4) Subsection (3) does not apply if —
                                                                            (a) the Registrar could give any replacement inspector a direction under section 906 (termination of investigation), and
                                                                            (b) such a direction would (under subsection (4) of that section) result in a final report not being made.
                                                                            (5) In this section, references to an investigation include any investigation the former inspector conducted under section 895 (power to investigate affairs of holding LLP or subsidiary).

                                                                        • Power to obtain information from former inspectors etc.

                                                                          • 909. Obtaining information from former inspectors etc.

                                                                            (1) This section applies to a person who was appointed as an inspector under this Part —
                                                                            (a) who has resigned, or
                                                                            (b) whose appointment has been revoked.
                                                                            (2) This section also applies to an inspector to whom the Registrar has given a direction under section 906 (termination of investigation).
                                                                            (3) The Registrar may direct a person to whom this section applies to produce documents obtained or generated by that person during the course of his investigation to —
                                                                            (a) the Registrar,
                                                                            (b) the Financial Services Regulator, or
                                                                            (c) an inspector appointed under this Part.
                                                                            (4) The power under subsection (3) to require production of a document includes power, in the case of a document not in hard copy form, to require the production of a copy of the document —
                                                                            (a) in hard copy form, or
                                                                            (b) in a form from which a hard copy can be readily obtained.
                                                                            (5) The Registrar may take copies of or extracts from a document produced in pursuance of this section.
                                                                            (6) The Registrar may direct a person to whom this section applies to inform it of any matters that came to that person's knowledge as a result of his investigation.
                                                                            (7) A person shall comply with any direction given to him under this section.
                                                                            (8) In this section —
                                                                            (a) references to the investigation of a former inspector or inspector include any investigation he conducted under section 895 (power to investigate affairs of holding LLP or subsidiary), and
                                                                            (b) "document" includes information recorded in any form.

                                                                        • Requisition and seizure of books and papers

                                                                          • 910. Registrar's power to require production of documents

                                                                            (1) The Registrar may act under subsections (2) and (3) in relation to a LLP.
                                                                            (2) The Registrar may give directions to the LLP requiring it —
                                                                            (a) to produce such documents (or documents of such description) as may be specified in the directions,
                                                                            (b) to provide such information (or information of such description) as may be so specified.
                                                                            (3) The Registrar may authorise a person (an investigator) to require the LLP or any other person —
                                                                            (a) to produce such documents (or documents of such description) as the investigator may specify,
                                                                            (b) to provide such information (or information of such description) as the investigator may specify.
                                                                            (4) A person on whom a requirement under subsection (3) is imposed may require the investigator to produce evidence of his authority.
                                                                            (5) A requirement under subsection (2) or (3) must be complied with at such time and place as may be specified in the directions or by the investigator (as the case may be).
                                                                            (6) The production of a document in pursuance of this section does not affect any lien which a person has on the document.
                                                                            (7) The Registrar or the investigator (as the case may be) may take copies of or extracts from a document produced in pursuance of this section.
                                                                            (8) The power under this section to require production of a document includes power, in the case of a document not in hard copy form, to require the production of a copy of the document —
                                                                            (a) in hard copy form, or
                                                                            (b) in a form from which a hard copy can be readily obtained.
                                                                            (9) Any person who fails without reasonable excuse to comply with any requirement imposed in accordance with this section commits a contravention of the Companies Regulations.
                                                                            (10) A person who commits a contravention under this section shall be liable to a fine of up to level 7.
                                                                            (11) For the purposes of sections 912 and 915 (provision for security of information) documents obtained under this section shall be treated as if they had been obtained under the provision of this Part under which their production was or, as the case may be, could have been required.
                                                                            (12) In this section "document" includes information recorded in any form.
                                                                            (13) A statement made by a person in compliance with a requirement under section 910 may be used in evidence against him.

                                                                          • 911. Protection in relation to certain disclosures: information provided to Registrar

                                                                            (1) A person who makes a relevant disclosure is not liable by reason only of that disclosure in any proceedings relating to a breach of an obligation of confidence.
                                                                            (2) A relevant disclosure is a disclosure which satisfies each of the following conditions —
                                                                            (a) it is made to the Registrar otherwise than in compliance with a requirement under this Part,
                                                                            (b) it is of a kind that the person making the disclosure could be required to make in pursuance of this Part,
                                                                            (c) the person who makes the disclosure does so in good faith and in the reasonable belief that the disclosure is capable of assisting the Registrar for the purposes of the exercise of his functions under this Part,
                                                                            (d) the information disclosed is not more than is reasonably necessary for the purpose of assisting the Registrar for the purposes of the exercise of those functions,
                                                                            (e) the disclosure is not one falling within subsection (3) or (4).
                                                                            (3) A disclosure falls within this subsection if the disclosure is prohibited by virtue of any law or regulation applicable in the Abu Dhabi Global Market whenever passed or made.
                                                                            (4) A disclosure falls within this subsection if —
                                                                            (a) it is made by a person carrying on the business of banking or by a lawyer, and
                                                                            (b) it involves the disclosure of information in respect of which he owes an obligation of confidence in that capacity.

                                                                          • 912. Provision for security of information obtained

                                                                            (1) This section applies to information (in whatever form) obtained —
                                                                            (a) in pursuance of a requirement imposed under section 910,
                                                                            (b) by means of a relevant disclosure within the meaning of section 911(2),
                                                                            (c) by an investigator in consequence of the exercise of his powers under section 918.
                                                                            (2) Such information must not be disclosed unless the disclosure —
                                                                            (a) is made to such persons as the Board may designate in rules made by resolution, or
                                                                            (b) is of such a description as the as the Board may designate in rules made by resolution.
                                                                            (3) A person who discloses any information in contravention of this section commits a contravention of the Companies Regulations.
                                                                            (4) A person who commits a contravention under this section shall be liable to a fine of up to level 7.
                                                                            (5) Any information which may by virtue of this section be disclosed to a person specified in subsection 2(b) may be disclosed to any officer or employee of the person.
                                                                            (6) This section does not prohibit the disclosure of information if the information is or has been available to the public from any other source.
                                                                            (7) For the purposes of this section, information obtained by an investigator in consequence of the exercise of his powers under section 918 includes information obtained by a person accompanying the investigator in pursuance of subsection (4) of that section in consequence of that person's accompanying the investigator.
                                                                            (8) Nothing in this section authorises the making of a disclosure in contravention of applicable data protection legislation.

                                                                          • 913. Punishment for destroying, mutilating etc. LLP documents

                                                                            (1) A member or agent of a LLP who —
                                                                            (a) destroys, mutilates or falsifies, or is privy to the destruction, mutilation or falsification of a document affecting, or relating to the LLP's property or affairs, or
                                                                            (b) makes, or is privy to the making of, a false entry in such a document, commits a contravention of the Companies Regulations, unless he proves that he had no intention to conceal the state of affairs of the LLP or to defeat the law.
                                                                            (2) Such a person as above mentioned who fraudulently either parts with, alters or makes an omission in any such document or is privy to fraudulent parting with, fraudulent altering or fraudulent making of an omission in, any such document, commits a contravention of the Companies Regulations.
                                                                            (3) A person who is found to have committed contravention under this section shall be liable to a fine of up to level 8.
                                                                            (4) In this section "document" includes information recorded in any form.

                                                                          • 914. Punishment for furnishing false information

                                                                            (1) A person commits a contravention of the Companies Regulations if in purported compliance with a requirement under section 910 to provide information —
                                                                            (a) he provides information which he knows to be false in a material particular,
                                                                            (b) he recklessly provides information which is false in a material particular.
                                                                            (2) A person who commits a contravention of this section shall be liable to a fine of up to level 7.

                                                                          • 915. Disclosure of information by Board or inspector

                                                                            (1) This section applies to information obtained —
                                                                            (a) under sections 896 to 909,
                                                                            (b) by an inspector in consequence of the exercise of his powers under section 918.
                                                                            (2) The Registrar may, if it thinks fit —
                                                                            (a) disclose any information to which this section applies —
                                                                            (i) to any person to whom, or for any purpose for which, disclosure is permitted under section 446, or
                                                                            (ii) to the Financial Services Regulator,
                                                                            (b) authorise or require an inspector appointed under this Part to disclose such information to any such person or for any such purpose.
                                                                            (3) Information to which this section applies may also be disclosed by an inspector appointed under this Part to —
                                                                            (a) another inspector appointed under this Part, or
                                                                            (b) a person authorised to exercise powers under —
                                                                            (i) section 910 of the Companies Regulations, or
                                                                            (ii) section 927 of the Companies Regulations (exercise of powers to assist non-Abu Dhabi Global Market regulatory authority).
                                                                            (4) Any information which may by virtue of subsection (3) be disclosed to any person may be disclosed to any officer or servant of that person.
                                                                            (5) The Registrar may, if it thinks fit, disclose any information obtained under section 903 to —
                                                                            (a) the LLP whose ownership was the subject of the investigation,
                                                                            (b) any member of the LLP,
                                                                            (c) any person whose conduct was investigated in the course of the investigation,
                                                                            (d) the auditors of the LLP, or
                                                                            (e) any person whose financial interests appear to the Registrar to be affected by matters covered by the investigation.
                                                                            (6) For the purposes of this section, information obtained by an inspector in consequence of the exercise of his powers under section 918 includes information obtained by a person accompanying the inspector in pursuance of subsection (4) of that section in consequence of that person's accompanying the inspector.
                                                                            (7) The reference to an inspector in subsection (2)(b) above includes a reference to a person accompanying an inspector in pursuance of section 918.

                                                                        • Supplementary

                                                                          • 916. Privileged information.

                                                                            (1) Nothing in sections 893 to 909 compels the disclosure by any person to the Registrar or to an inspector appointed by the Registrar of information in respect of which a claim to legal professional privilege could be maintained.
                                                                            (2) Nothing in section 896, 901 or 903 requires a person (except as mentioned in subsection (3) below) to disclose information or produce documents in respect of which he owes an obligation of confidence by virtue of carrying on the business of banking unless —
                                                                            (a) the person to whom the obligation of confidence is owed is the LLP or other body corporate under investigation,
                                                                            (b) the person to whom the obligation of confidence is owed consents to the disclosure or production, or
                                                                            (c) the making of the requirement is authorised by the Registrar.
                                                                            (3) Subsection (2) does not apply where the person owing the obligation of confidence is the LLP or other body corporate under investigation under section 893, 894 or 895.
                                                                            (4) Nothing in sections 910 to 914
                                                                            (a) compels the production by any person of a document or the disclosure by any person of information in respect of which a claim to legal professional privilege could be maintained,
                                                                            (b) authorises the taking of possession of any such document which is in the person's possession.
                                                                            (5) The Registrar must not under section 910 require, or authorise a person to require —
                                                                            (a) the production by a person carrying on the business of banking of a document relating to the affairs of a customer of his, or
                                                                            (b) the disclosure by it of information relating to those affairs,
                                                                            unless one of the conditions in subsection (6) is met.
                                                                            (6) The conditions are —
                                                                            (a) the Registrar thinks it is necessary to do so for the purpose of investigating the affairs of the person carrying on the business of banking,
                                                                            (b) the customer is a person on whom a requirement has been imposed under section 910,
                                                                            (c) the customer is a person on whom a requirement to produce information or documents has been imposed by an investigator appointed by the Registrar.
                                                                            (7) Despite subsections (1) and (2) a person who is a lawyer may be compelled to disclose the name and address of his client.

                                                                          • 917. Investigation of non-Abu Dhabi Global Market companies

                                                                            (1) The provisions of this Part apply to bodies corporate incorporated outside the Abu Dhabi Global Market which are carrying on business in the Abu Dhabi Global Market under the auspices of a licence granted under the Commercial Licensing Regulations 2015, or have at any time carried on business there, as they apply to companies under the Companies Regulations, but subject to the following exceptions, adaptations and modifications.
                                                                            (2) The following provisions do not apply to such bodies —
                                                                            (a) section 893 (investigation on application of LLP or its members),
                                                                            (b) sections 901 to 903 (investigation of LLP ownership and power to obtain information as to those interested in shares, etc).
                                                                            (3) The other provisions of this Part apply to such bodies subject to such adaptations and modifications as may be specified by rules made by the Board by resolution.

                                                                          • 918. Power to enter and remain on premises

                                                                            (1) An inspector or investigator may act under subsection (2) in relation to a LLP if —
                                                                            (a) he is authorised to do so by the Registrar, and
                                                                            (b) he thinks that to do so will materially assist him in the exercise of his functions under this Part in relation to the LLP.
                                                                            (2) An inspector or investigator may at all reasonable times —
                                                                            (a) require entry to relevant premises, and
                                                                            (b) remain there for such period as he thinks necessary for the purpose mentioned in subsection (1)(b).
                                                                            (3) Relevant premises are premises which the inspector or investigator believes are used (wholly or partly) for the purposes of the LLP's business.
                                                                            (4) In exercising his powers under subsection (2), an inspector or investigator may be accompanied by such other persons as he thinks appropriate.
                                                                            (5) A person who intentionally obstructs a person lawfully acting under subsection (2) or (4) commits a contravention of the Companies Regulations and shall be liable to a fine of up to level 5.
                                                                            (6) An inspector is a person appointed under section 893, 894 or 901.
                                                                            (7) An investigator is a person authorised for the purposes of section 910.

                                                                          • 919. Power to enter and remain on premises: procedural

                                                                            (1) This section applies for the purposes of section 918.
                                                                            (2) The requirements of subsection (3) must be complied with at the time an inspector or investigator seeks to enter relevant premises under section 918.
                                                                            (3) The requirements are —
                                                                            (a) the inspector or investigator must produce evidence of his identity and evidence of his appointment or authorisation (as the case may be),
                                                                            (b) any person accompanying the inspector or investigator must produce evidence of his identity.
                                                                            (4) The inspector or investigator must, as soon as practicable after obtaining entry, give to an appropriate recipient a written statement containing such information as to —
                                                                            (a) the powers of the investigator or inspector (as the case may be) under section 918,
                                                                            (b) the rights and obligations of the LLP, occupier and the persons present on the premises, as may be prescribed by rules made by the Registrar.
                                                                            (5) If during the time the inspector or investigator is on the premises there is no person present who appears to him to be an appropriate recipient for the purposes of subsection (8), the inspector or investigator must as soon as reasonably practicable send to the LLP —
                                                                            (a) a notice of the fact and time that the visit took place, and
                                                                            (b) the statement mentioned in subsection (4).
                                                                            (6) As soon as reasonably practicable after exercising his powers under section 918, the inspector or investigator must prepare a written record of the visit and —
                                                                            (a) if requested to do so by the LLP he must give it a copy of the record,
                                                                            (b) in a case where the LLP is not the sole occupier of the premises, if requested to do so by an occupier he must give the occupier a copy of the record.
                                                                            (7) The written record must contain such information as may be prescribed by regulations.
                                                                            (8) If the inspector or investigator thinks that the LLP is the sole occupier of the premises an appropriate recipient is a person who is present on the premises and who appears to the inspector or investigator to be —
                                                                            (a) a member of the LLP, or
                                                                            (b) a person otherwise engaged in the business of the LLP if the inspector or investigator thinks that no member of the LLP is present on the premises.
                                                                            (9) If the inspector or investigator thinks that the LLP is not the occupier or sole occupier of the premises an appropriate recipient is —
                                                                            (a) a person who is an appropriate recipient for the purposes of subsection (8), and (if different)
                                                                            (b) a person who is present on the premises and who appears to the inspector or investigator to be an occupier of the premises or otherwise in charge of them.

                                                                          • 920. Failure to comply with certain requirements

                                                                            (1) This section applies if a person fails to comply with a requirement imposed by an inspector, the Registrar or an investigator in pursuance of either of the following provisions —
                                                                            (a) section 910,
                                                                            (b) section 918.
                                                                            (2) The inspector, Registrar or investigator (as the case may be) may certify the fact in writing to the Court.
                                                                            (3) If, after hearing —
                                                                            (a) any witnesses who may be produced against or on behalf of the alleged offender,
                                                                            (b) any statement which may be offered in defence,
                                                                            the Court is satisfied that the offender failed without reasonable excuse to comply with the requirement, it may deal with him as if he had committed contempt of the Court.

                                                                          • 921. Contraventions by bodies corporate

                                                                            Where a contravention of the Companies Regulations occurs under any of sections 912, 914 and 918, is committed by a body corporate, every officer of the body who is in default also commits the contravention.

                                                                            For this purpose —

                                                                            (a) any person who purports to act as member, manager or secretary of the body is treated as an officer of the body, and
                                                                            (b) if the body is a LLP, any shadow member is treated as an member of the LLP."

                                                                    • CHAPTER 17 CHAPTER 17 THE REGISTRAR OF COMPANIES

                                                                      • 54. Provisions of general application

                                                                        (1) The application to LLPs by the following regulations of certain provisions of Part 31 of the Companies Regulations 2015 is without prejudice to the application in relation to LLPs of the provisions of that Part that are of general application.
                                                                        (2) Those provisions are — sections 935 to 938 (the Registrar), sections 942 to 945 (delivery of documents to the Registrar), sections 946 to 950 (requirements for proper delivery), sections 954(1), 954(4), 954(5) and 966 (keeping and production of records), section 957 (preservation of original documents), sections 980 to 982 (language requirements: transliteration), sections 983 and 986 to 989 (supplementary provisions).

                                                                      • 55. 55. Certificates of incorporation

                                                                        Sections 939 and 940 apply to LLPs, modified so that they read as follows —

                                                                        • 939. Public notice of issue of certificate of incorporation

                                                                          (1) The Registrar must cause to be published —
                                                                          (a) on its website, or
                                                                          (b) in accordance with section 988 (alternative means of giving public notice),
                                                                          notice of the issue by the Registrar of any certificate of incorporation of a LLP.
                                                                          (2) The notice must state the name and registered number of the LLP and the date of issue of the certificate.
                                                                          (3) This section applies to a certificate of incorporation issued under —
                                                                          (a) section 67 (change of name), or
                                                                          (b) any provision of Part 7 (re-registration),
                                                                          as well as to the certificate issued on a LLP's formation.

                                                                        • 940. Right to certificate of incorporation

                                                                          Any person may require the Registrar to provide it with a copy of any certificate of incorporation of a LLP, signed by the Registrar or authenticated by the Registrar's seal."

                                                                      • 56. 56. Registered numbers

                                                                        Section 941 applies to LLPs, modified so that it reads as follows —

                                                                        • 941. LLP's registered numbers

                                                                          (1) The Registrar shall allocate to every LLP a number, which shall be known as the LLP's registered number.
                                                                          (2) LLP's registered numbers shall be in such form, consisting of one or more sequences of figures or letters, as the Registrar may determine.
                                                                          (3) The Registrar may on adopting a new form of registered number make such changes of existing registered numbers as appear necessary.
                                                                          (4) A change of a LLP's registered number has effect from the date on which the LLP is notified by the Registrar of the change.
                                                                          (5) For a period of three years beginning with that date any requirement to disclose the LLP's registered number imposed by rules under section 70 (requirement to disclose LLP name etc.) is satisfied by the use of either the old number or the new."

                                                                      • 57. 57. Public notice of receipt of certain documents

                                                                        Sections 951 to 953 apply to LLPs, modified so that they read as follows —

                                                                        • 951. Public notice of receipt of certain documents

                                                                          (1) The Registrar must cause to be published —
                                                                          (a) on its website, or
                                                                          (b) in accordance with section 988 (alternative means of giving public notice), notice of the receipt by the Registrar of any document that, on receipt, is subject to the enhanced disclosure requirements (see section 952).
                                                                          (2) The notice must state the name and registered number of the LLP, the description of document and the date of receipt.
                                                                          (3) The Registrar is not required to cause notice of the receipt of a document to be published before the date of incorporation of the LLP to which the document relates.

                                                                        • 952. Documents subject to enhanced disclosure requirements

                                                                          (1) The documents subject to the "enhanced disclosure requirements" are as follows.
                                                                          (2) In the case of every LLP —
                                                                          Constitutional documents
                                                                          1. The LLP's incorporation document.
                                                                          2. Any notice delivered under section 8(4) of the Limited Liability Partnerships Regulations 2015.
                                                                          3. Any notice of a change of the LLP's name.
                                                                          Registered office
                                                                          1. Notification of any change of the LLP's registered office.
                                                                          Winding up
                                                                          1. Copy of any winding up order in respect of the LLP.
                                                                          2. Notice of the appointment of liquidators.
                                                                          3. Order for the dissolution of a LLP on a winding up.
                                                                          4. Return by a liquidator of the final meeting of a LLP on a winding up.
                                                                          Members
                                                                          1. Notification of any change among the LLP's members.
                                                                          2. Notification of any change in the particulars of members required to be delivered to the Registrar.
                                                                          Accounts, reports and returns
                                                                          1. All documents required to be delivered to the Registrar under section 415 (duty to file accounts and reports with the Registrar).
                                                                          2. All documents delivered to the Registrar under sections 385(2)(e), 425(2)(e) and 454(2)(e) (qualifying subsidiary companies: conditions for exemption from the audit, preparation and filing of individual accounts).
                                                                          3. The LLP's annual return.

                                                                        • 953. Effect of failure to give public notice

                                                                          (1) A LLP is not entitled to rely against other persons on the happening of any event to which this section applies unless —
                                                                          (a) the event has been officially notified at the material time, or
                                                                          (b) the LLP shows that the person concerned knew of the event at the material time.
                                                                          (2) The events to which this section applies are —
                                                                          (a) (as regards service of any document on the LLP) a change of the LLP's registered office,
                                                                          (b) the making of a winding up order in respect of the LLP, or
                                                                          (c) the appointment of a liquidator in a voluntary winding up of the LLP.
                                                                          (3) If the material time falls —
                                                                          (a) on or before the 15th day after the date of official notification, or
                                                                          (b) where the 15th day was not a working day, on or before the next day that was,
                                                                          the LLP is not entitled to rely on the happening of the event as against a person who shows that he was unavoidably prevented from knowing of the event at that time.
                                                                          (4) "Official notification" means —
                                                                          (a) in relation to anything started in a document specified in, notification of that document in accordance with section 951, (public notice of receipt by Registrar of certain documents) of the amendment and the amended text of the articles,
                                                                          (b) in relation to the appointment of a liquidator in a voluntary winding up, notification of that event in accordance with the Insolvency Regulations 2015."

                                                                      • 58. 58. The register

                                                                        Sections 955 to 956 and 958 apply to LLPs, modified so that they read as follows —

                                                                        • 955. Annotation of the register

                                                                          (1) The Registrar must place a note in the register recording —
                                                                          (a) the date on which a document is delivered to the Registrar,
                                                                          (b) if a document is corrected under section 949, the nature and date of the correction,
                                                                          (c) if a document is replaced (whether or not material derived from it is removed), the fact that it has been replaced and the date of delivery of the replacement,
                                                                          (d) if material is removed —
                                                                          (i) what was removed (giving a general description of its contents),
                                                                          (ii) under what power, and
                                                                          (iii) the date on which that was done,
                                                                          (e) if a document is rectified under section 838, the nature and date of rectification,
                                                                          (f) if a document is replaced under section 839, the fact that it has been replaced and the date of delivery of the replacement.
                                                                          (2) The Registrar may annotate the register in such other circumstances and manners as it may decide in rules made by it under this section.
                                                                          (3) No annotation is required in the case of a document that by virtue of section 946(2) (documents not meeting requirements for proper delivery) is treated as not having been delivered.
                                                                          (4) A note may be removed if it no longer serves any useful purpose.
                                                                          (5) Any duty or power of the Registrar with respect to annotation of the register is subject to the Court's power under section 972 (powers of Court on ordering removal of material from the register) to direct —
                                                                          (a) that a note be removed from the register, or
                                                                          (b) that no note shall be made of the removal of material that is the subject of the Court's order.
                                                                          (6) Notes placed in the register in accordance with subsection (1), or in pursuance of an rules made under subsection (2), are part of the register for all purposes of the Companies Regulations.

                                                                        • 956. Allocation of unique identifiers

                                                                          (1) The Registrar may make rules for the use, in connection with the register, of reference numbers ("unique identifiers") to identify each person who is a member of an LLP.
                                                                          (2) The rules may —
                                                                          (a) provide that a unique identifier may in such form, consisting of one or more sequences of letters or numbers, as the Registrar may from time to time determine,
                                                                          (b) make provision for the allocation of unique identifiers by the Registrar,
                                                                          (c) require there to be included, in any specified description of documents delivered to the Registrar, as well as a statement of the person's name —
                                                                          (i) a statement of the person's unique identifier, or
                                                                          (ii) a statement that the person has not been allocated a unique identifier,
                                                                          (d) enable the Registrar to take steps where a person appears to have more than one unique identifier to discontinue the use of all but one of them.
                                                                          (3) The rules may make different provision for different descriptions of person and different descriptions of document."

                                                                        • 958. Records relating to LLP's that have been dissolved etc

                                                                          (1) This section applies where a LLP is dissolved.
                                                                          (2) At any time after two years from the date on which it appears to the Registrar that the LLP has been dissolved, the Registrar may direct that records relating to the LLP or institution may be removed to such place as is directed by the Board, or otherwise destroyed."

                                                                      • 59. 59. Inspection etc of the register

                                                                        Sections 959 to 965 apply to LLPs, modified so that they read as follows —

                                                                        • 959. Inspection of the register

                                                                          (1) Any person may inspect the register.
                                                                          (2) This section has effect subject to section 961 (material not available for public inspection).

                                                                        • 960. Right to copy of material on the register

                                                                          (1) Any person may require a copy of any publicly available material on the register.
                                                                          (2) The fee for any such copy of material derived from a document subject to the enhanced disclosure requirements (see section 952), whether in hard copy or electronic form, must not exceed the administrative cost of providing it.
                                                                          (3) This section has effect subject to section 961 (material not available for public inspection).

                                                                        • 961. Material not available for public inspection

                                                                          (1) The following material must not be made available by the Registrar for public inspection —
                                                                          (a) protected information within section 228(1) (members' residential addresses: restriction on disclosure by Registrar),
                                                                          (b) representations received by the Registrar in response to a notice under section 235(2) (notice of proposal to put members' usual residential address on the public record),
                                                                          (c) any application to the Registrar under section 889 (application for administrative restoration to the register) that has not yet been determined or was not successful,
                                                                          (d) any document received by the Registrar in connection with the giving or withdrawal of consent under section 949 (informal correction of documents),
                                                                          (e) any application or other document delivered to the Registrar under section 962 (application to make address unavailable for public inspection) and any address in respect of which such an application is successful,
                                                                          (f) any application or other document delivered to the Registrar under section 970 (application for rectification of register),
                                                                          (g) any Court order under section 971 (rectification of the register under Court order) that the Court has directed under section 972 (powers of Court on ordering removal of material from the register) is not to be made available for public inspection,
                                                                          (h) any e-mail address, identification code or password deriving from a document delivered for the purpose of authorising or facilitating electronic filing procedures or providing information by telephone,
                                                                          (i) any other material excluded from public inspection by or under any other law or regulation applicable in the Abu Dhabi Global Market.
                                                                          (2) A restriction applying by reference to material deriving from a particular description of document does not affect the availability for public inspection of the same information contained in material derived from another description of document in relation to which no such restriction applies
                                                                          (3) Material to which this section applies need not be retained by the Registrar for longer than appears to the Registrar reasonably necessary for the purposes for which the material was delivered to the Registrar.

                                                                        • 962. Application to Registrar to make address unavailable for public inspection

                                                                          (1) The Registrar may make rules which provide for the Registrar, on application, to make an address on the register unavailable for public inspection.
                                                                          (2) The rules may make provision as to —
                                                                          (a) who may make an application,
                                                                          (b) the grounds on which an application may be made,
                                                                          (c) the information to be included in and documents to accompany an application,
                                                                          (d) the notice to be given of an application and of its outcome, and
                                                                          (e) how an application is to be determined.
                                                                          (3) Provision under subsection (2)(e) may in particular —
                                                                          (a) confer a discretion on the Registrar,
                                                                          (b) provide for a question to be referred to a person other than the Registrar for the purposes of determining the application.
                                                                          (4) An application must specify the address to be removed from the register and indicate where on the register it is.
                                                                          (5) The rules may provide —
                                                                          (a) that an address is not to be made unavailable for public inspection under this section unless replaced by a service address, and
                                                                          (b) that in such a case the application must specify a service address.

                                                                        • 963. Form of application for inspection or copy

                                                                          (1) The Registrar may specify the form and manner in which application is to be made for —
                                                                          (a) inspection under section 959, or
                                                                          (b) a copy under section 960.

                                                                        • 964. Form and manner in which copies to be provided

                                                                          (1) The following provisions apply as regards the form and manner in which copies are to be provided under section 960.
                                                                          (2) Copies of documents subject to the enhanced disclosure requirements must be provided in hard copy or electronic form, as the applicant chooses.
                                                                          (3) Subject to the preceding provisions of this section, the Registrar may determine the form and manner in which copies are to be provided.

                                                                        • 965. Certification of copies as accurate

                                                                          (1) Copies provided under section 960 in hard copy form must be certified as true copies unless the applicant dispenses with such certification.
                                                                          (2) Copies so provided in electronic form must not be certified as true copies unless the applicant expressly requests such certification.
                                                                          (3) A copy provided under section 960, certified by the Registrar (whose official position it is unnecessary to prove) to be an accurate record of the contents of the original document, is in all legal proceedings admissible in evidence —
                                                                          (a) as of equal validity with the original document, and
                                                                          (b) as evidence of any fact stated in the original document of which direct oral evidence would be admissible.
                                                                          (4) Except in the case of documents that are subject to the enhanced disclosure requirements (see section 952), copies provided by the Registrar may, instead of being certified in writing to be an accurate record, be sealed with the Registrar's official seal."

                                                                      • 60. 60. Correction or removal of material on the register

                                                                        Sections 968 to 973 apply to LLPs, modified so that they read as follows —

                                                                        • 968. Registrar's notice to resolve inconsistency on the register

                                                                          (1) Where it appears to the Registrar that the information contained in a document delivered to the Registrar is inconsistent with other information on the register, the Registrar may give notice to the LLP to which the document relates —
                                                                          (a) stating in what respects the information contained in it appears to be inconsistent with other information on the register, and
                                                                          (b) requiring the LLP to take steps to resolve the inconsistency.
                                                                          (2) The notice must —
                                                                          (a) state the date on which it is issued, and
                                                                          (b) require the delivery to the Registrar, within 14 days after that date, of such replacement or additional documents as may be required to resolve the inconsistency.
                                                                          (3) If the necessary documents are not delivered within the period specified, contravention of the Companies Regulations is committed by —
                                                                          (a) the LLP, and
                                                                          (b) every designated member of the LLP who is in default.
                                                                          (4) A person who commits the contravention referred to subsection (3) is liable to a level 2 fine.

                                                                        • 969. Administrative removal of material from the register

                                                                          (1) The Registrar may remove from the register anything that there was power, but no duty, to include.
                                                                          (2) This power is exercisable, in particular, so as to remove —
                                                                          (a) unnecessary material within the meaning of section 948, and
                                                                          (b) material derived from a document that has been replaced under —

                                                                          section 950 (replacement of document not meeting requirements for proper delivery),

                                                                          or

                                                                          section 968 (notice to remedy inconsistency on the register).
                                                                          (3) This section does not authorise the removal from the register of —
                                                                          (a) anything whose registration has had legal consequences in relation to the LLP as regards —
                                                                          (i) its formation,
                                                                          (ii) a change of name,
                                                                          (iii) its re-registration,
                                                                          (iv) a change of registered office,
                                                                          (v) the registration of a charge, or
                                                                          (vi) its dissolution,
                                                                          (b) an address that is a person's service address for the purposes of section 1000 (service of documents on members).
                                                                          (4) On or before removing any material under this section (otherwise than at the request of the LLP) the Registrar must give notice —
                                                                          (a) to the person by whom the material was delivered (if the identity, and name and address of that person are known), or
                                                                          (b) to the LLP to which the material relates (if notice cannot be given under paragraph (a) and the identity of that LLP is known).
                                                                          (5) The notice must —
                                                                          (a) state what material the Registrar proposes to remove, or has removed, and on what grounds, and
                                                                          (b) state the date on which it is issued.

                                                                        • 970. Rectification of register on application to Registrar

                                                                          (1) The Registrar may make rules providing for the Registrar, on application, to remove from the register material of a description specified in the rules that —
                                                                          (a) derives from anything invalid or ineffective or that was done without the authority of the LLP, or
                                                                          (b) is factually inaccurate, or is derived from something that is factually inaccurate or forged.
                                                                          (2) The rules may make provision as to —
                                                                          (a) who may make an application,
                                                                          (b) the information to be included in and documents to accompany an application,
                                                                          (c) the notice to be given of an application and of its outcome,
                                                                          (d) a period in which objections to an application may be made, and
                                                                          (e) how an application is to be determined.
                                                                          (3) An application must —
                                                                          (a) specify what is to be removed from the register and indicate where on the register it is, and
                                                                          (b) be accompanied by a statement that the material specified in the application complies with this section and the rules.
                                                                          (4) If no objections are made to the application, the Registrar may accept the statement as sufficient evidence that the material specified in the application should be removed from the register.
                                                                          (5) Where anything is removed from the register under this section the registration of which had legal consequences as mentioned in section 969(3), any person appearing to orders as appear just with respect to the legal effect (if any) to be accorded to the material by virtue of its having appeared on the register.

                                                                        • 971. Rectification of the register under Court order

                                                                          (1) The Registrar shall remove from the register any material —
                                                                          (a) that derives from anything that the Court has declared to be invalid or ineffective, or to have been done without the authority of the LLP, or
                                                                          (b) that a Court declares to be factually inaccurate, or to be derived from something that is factually inaccurate, or forged, and that the Court directs should be removed from the register.
                                                                          (2) The Court order must specify what is to be removed from the register and indicate where on the register it is.
                                                                          (3) The Court must not make an order for the removal from the register of anything the registration of which had legal consequences as mentioned in section 969(3) unless satisfied —
                                                                          (a) that the presence of the material on the register has caused, or may cause, damage to the LLP, and
                                                                          (b) that the LLP's interest in removing the material outweighs any interest of other persons in the material continuing to appear on the register.
                                                                          (4) Where in such a case the Court does make an order for removal, it may make such consequential orders as appear just with respect to the legal effect (if any) to be accorded to the material by virtue of its having appeared on the register.
                                                                          (5) A copy of the Court's order must be sent to the Registrar for registration.
                                                                          (6) This section does not apply where the Court has other, specific, powers to deal with the matter, for example under —
                                                                          (a) the provisions of Part 14 relating to the revision of defective accounts and reports, or
                                                                          (b) section 803 (rectification of register).

                                                                        • 972. Powers of Court on ordering removal of material from the register

                                                                          (1) Where the Court makes an order for the removal of anything from the register under section 971 (rectification of the register), it may give directions under this section.
                                                                          (2) It may direct that any note on the register that is related to the material that is the subject of the Court's order shall be removed from the register.
                                                                          (3) It may direct that its order shall not be available for public inspection as part of the register.
                                                                          (4) It may direct —
                                                                          (a) that no note shall be made on the register as a result of its order, or
                                                                          (b) that any such note shall be restricted to such matters as may be specified by the Court.
                                                                          (5) The Court shall not give any direction under this section unless it is satisfied —
                                                                          (a) that —
                                                                          (i) the presence on the register of the note or, as the case may be, of an unrestricted note, or
                                                                          (ii) the availability for public inspection of the Court's order,
                                                                          may cause damage to the LLP, and
                                                                          (b) that the LLP's interest in non-disclosure outweighs any interest of other persons in disclosure.

                                                                        • 973. Public notice of removal of certain material from the register

                                                                          (1) The Registrar must cause to be published —
                                                                          (a) on its website, or
                                                                          (b) in accordance with section 988 (alternative means of giving public notice),
                                                                          notice of the removal from the register of any document subject to the enhanced disclosure requirements (see section 952) or of any material derived from such a document.
                                                                          (2) The notice must state the name and registered number of the LLP, the description of document and the date of receipt."

                                                                      • 61. 61. Language requirements: translation

                                                                        Sections 977 to 979 and 981 apply to LLPs, modified so that they read as follows —

                                                                        • 977. Documents to be drawn up and delivered in English

                                                                          (1) The general rule is that all documents required to be delivered to the Registrar must be drawn up and delivered in English.
                                                                          (2) This is subject to section 978 (documents that may be drawn up and delivered in other languages).

                                                                        • 978. Documents that may be drawn up and delivered in other languages

                                                                          (1) Documents to which this section applies may be drawn up and delivered to the Registrar in a language other than English, but when delivered to the Registrar they must be accompanied by a certified translation into English.
                                                                          (2) This section applies to —
                                                                          (a) documents required to be delivered under section 394(2)(f) (LLP included in accounts of larger group: required to deliver copy of group accounts),
                                                                          (b) certified copies delivered under Part 24 (LLP charges),
                                                                          (c) documents of any other description specified in rules made by the Board.

                                                                        • 979. Certified translations

                                                                          (1) In this Part a "certified translation" means a translation certified to be a correct translation.
                                                                          (2) In the case of any discrepancy between the original language version of a document and a certified translation —
                                                                          (a) the LLP may not rely on the translation as against a third party, but
                                                                          (b) a third party may rely on the translation unless the LLP shows that the third party had knowledge of the original.
                                                                          (3) A "third party" means a person other than the LLP or the Registrar."

                                                                        • 981. Transliteration of names and addresses: voluntary transliteration into Roman characters

                                                                          (4) Where a name or address is or has been delivered to the Registrar in a permitted form using Arabic, or another form other than Roman characters, the LLP (or other body) to which the document relates shall deliver to the Registrar a transliteration into Roman characters.
                                                                          (5) The power of the Registrar to impose requirements as to the form and manner of delivery includes power to impose requirements as to the identification of the original document and the delivery of the transliteration in a form and manner enabling it to be associated with the original."

                                                                      • 62. 62. Supplementary provisions

                                                                        Sections 984 and 985 apply to LLPs, modified so that they read as follows —

                                                                        • 984. General false statement contravention

                                                                          (1) It is a contravention of the Companies Regulations for a person knowingly or recklessly —
                                                                          (a) to deliver or cause to be delivered to the Registrar, for any purpose of the Companies Regulations, a document, or
                                                                          (b) to make to the Registrar, for any such purpose, a statement,
                                                                          that is misleading, false or deceptive in a material particular.
                                                                          (2) A person who commits the contravention referred to in subsection (1) is liable to a fine of up to level 7.

                                                                        • 985. Enforcement of LLP's filing obligations

                                                                          (1) This section applies where a LLP has made default in complying with any obligation under the Companies Regulations —
                                                                          (a) to deliver a document to the Registrar, or
                                                                          (b) to give notice to the Registrar of any matter.
                                                                          (2) The Registrar, or any member or creditor of the LLP, may give notice to the LLP requiring it to comply with the obligation.
                                                                          (3) If the LLP fails to make good the default within 14 days after service of the notice, the Registrar, or any member or creditor of the LLP, may apply to the Court for an order directing the LLP, and any specified member of it, to make good the default within a specified time.
                                                                          (4) The Court's order may provide that all costs of or incidental to the application are to be borne by the LLP or by any members of it responsible for the default.
                                                                          (5) This section does not affect the operation of any law or regulation applicable in the Abu Dhabi Global Market imposing a fine for the default."

                                                                    • CHAPTER 18 CHAPTER 18 OFFENCES

                                                                      • 63. 63. Liability of member in default

                                                                        Sections 990 and 991 apply to LLPs for the purposes of the Companies Regulations, modified so that they read as follows —

                                                                        • 990. Liability of member in default

                                                                          (1) This section has effect for the purposes of any provision of the Companies Regulations to the effect that, in the event of contravention of the Companies Regulations in relation to a LLP, a contravention is committed by every member or, as the case may be, designated member, of the LLP who is in default.
                                                                          (2) A member or designated member is "in default" for the purposes of the provision if he authorises or permits, participates in, or fails to take all reasonable steps to prevent, the contravention.

                                                                        • 991. Liability of company or LLP as member in default

                                                                          (1) Where a company or an LLP is a member or designated member of an LLP, it does not commit a contravention of the Companies Regulations as a member or designated member in default unless (in the case of a company) one of its officers is in default or (in the case of a member LLP) one of its members is in default.
                                                                          (2) Where any such contravention of the Companies Regulations is committed by a company or LLP the officer or member in question also commits a contravention of the Companies Regulations and is liable to be fined accordingly.
                                                                          (3) In this section an officer or member is "in default" for the purposes of the provision if he authorises or permits, participates in, or fails to take all reasonable steps to prevent, the contravention.
                                                                          (4) The provisions of this section are without prejudice to any other fine, censure or legal proceeding to which a member may be subject under the Companies Regulations or any other law or regulation applicable in the Abu Dhabi Global Market."

                                                                    • CHAPTER 19 CHAPTER 19 SUPPLEMENTARY PROVISIONS AND INTERPRETATION

                                                                      • 64. 64. LLP records

                                                                        Sections 994 to 998 apply to LLPs, modified so that they read as follows —

                                                                        • 994. Meaning of "LLP records"

                                                                          In this Part "LLP records" means —

                                                                          (a) any register, index, accounting records, agreement, memorandum, minutes or other document required by the Companies Regulations to be kept by a LLP, and
                                                                          (b) any register kept by a LLP of its debenture holders.

                                                                        • 995. Form of LLP records

                                                                          (1) LLP records —
                                                                          (a) may be kept in hard copy or electronic form, and
                                                                          (b) may be arranged in such manner as the members of the LLP think fit,
                                                                          provided the information in question is adequately recorded for future reference.
                                                                          (2) Where the records are kept in electronic form, they must be capable of being reproduced in hard copy form.
                                                                          (3) If a LLP fails to comply with this section, a contravention of the Companies Regulations is committed by every member of the LLP who is in default.
                                                                          (4) A person who commits the contravention referred to in subsection (3) is liable to a level 2 fine.

                                                                        • 996. Rules about where certain LLP records to be kept available for inspection

                                                                          (1) The Board may make rules specifying places other than a LLP's registered office at which LLP records required to be kept available for inspection under a relevant provision may be so kept in compliance with that provision.
                                                                          (2) The "relevant provisions" are —

                                                                          section 118 (register of members),

                                                                          section 156 (register of members' residential addresses),

                                                                          section 798 (instruments creating charges).
                                                                          (3) The rules may specify a place by reference to the LLP's principal place of business, the place at which the LLP keeps any other records available for inspection or in any other way.
                                                                          (4) The rules may provide that a LLP does not comply with a relevant provision by keeping LLP records available for inspection at a place specified in the rules unless conditions specified in the rules are met.
                                                                          (5) The rules —
                                                                          (a) need not specify a place in relation to each relevant provision,
                                                                          (b) may specify more than one place in relation to a relevant provision.
                                                                          (6) A requirement under a relevant provision to keep LLP records available for inspection is not complied with by keeping them available for inspection at a place specified in the rules unless all the LLP's records subject to the requirement are kept there.

                                                                        • 997. Regulations about inspection of records and provision of copies

                                                                          (1) The Board may make rules as to the obligations of a LLP that is required by any provision of the Companies Regulations —
                                                                          (a) to keep available for inspection any LLP records, or
                                                                          (b) to provide copies of any LLP records.
                                                                          (2) A LLP that fails to comply with the rules is treated as having refused inspection or, as the case may be, having failed to provide a copy.
                                                                          (3) The rules may —
                                                                          (a) make provision as to the time, duration and manner of inspection, including the circumstances in which and extent to which the copying of information is permitted in the course of inspection, and
                                                                          (b) define what may be required of the LLP as regards the nature, extent and manner of extracting or presenting any information for the purposes of inspection or the provision of copies.
                                                                          (4) Where there is power to charge a fee, the rules may make provision as to the amount of the fee and the basis of its calculation.
                                                                          (5) Nothing in any provision of the Companies Regulations or in the rules shall be read as preventing a LLP —
                                                                          (a) from affording more extensive facilities than are required by the rules, or
                                                                          (b) where a fee may be charged, from charging a lesser fee than that prescribed or none at all.

                                                                        • 998. Duty to take precautions against falsification

                                                                          (1) Adequate precautions must be taken by LLPs —
                                                                          (a) to guard against falsification of LLP records, and
                                                                          (b) to facilitate the discovery of falsification of LLP records.
                                                                          (2) If a LLP fails to comply with this section, a contravention of the Companies Regulations is committed by every member of the LLP who is in default.
                                                                          (3) A person who commits the contravention referred to in subsection (2) under this section is liable to a level 2 fine."

                                                                      • 65. 65. Service addresses

                                                                        Sections 999 to 1002 apply to LLPs, modified so that they read as follows —

                                                                        • 999. Service of documents on LLP

                                                                          (1) A document may be served on a LLP by leaving it at, or sending it by post to, the LLP's registered office.
                                                                          (2) For the purposes of this section a person's "registered address" means any address for the time being shown as a current address in relation to that person in the part of the register available for public inspection.
                                                                          (3) Further provision as to service and other matters is made in the LLP communications provisions (see section 1003).

                                                                        • 1000. Service of documents on members and others

                                                                          (1) A document may be served on a person to whom this section applies if it is —
                                                                          (a) delivered to him in person, or
                                                                          (b) left at his residential or service address, or
                                                                          (c) sent by post to him at his service address.
                                                                          (2) This section applies to a member of a LLP.
                                                                          (3) This section applies whatever the purpose of the document in question.

                                                                          It is not restricted to service for purposes arising out of or in connection with the appointment or position mentioned in subsection (2) or in connection with the LLP concerned.
                                                                          (4) For the purposes of subsection (3)(c), service (whether the expression "serve" or the expression "give" or "send" or any other expression is used) of documents by post is, unless the contrary intention appears, deemed to be effected by properly addressing, pre-paying and posting a letter containing the document and, unless the contrary is proved, effected at the time at which the letter would be delivered in the ordinary course of post and, as it applies in relation to that subsection, the proper address of a person is —
                                                                          (a) in the case of a firm incorporated or formed in the Abu Dhabi Global Market, its registered or principal office, or the registered office of its registered agent,
                                                                          (b) in the case of a firm incorporated or formed outside the Abu Dhabi Global Market —
                                                                          (i) if it has a place of business in the Abu Dhabi Global Market, its principal office in the Abu Dhabi Global Market, or
                                                                          (ii) if it does not have a place of business in the Abu Dhabi Global Market, its registered or principal office,
                                                                          (c) in the case of an individual, his last known address.
                                                                          (5) In the case of a creditor of the LLP a document is treated as given to him if it is left or sent by post to him —
                                                                          (a) at the place of business of his with which the LLP has had dealings by virtue of which he is a creditor of the LLP, or
                                                                          (b) if there is more than one such place of business, at each of them.
                                                                          (6) Further provision as to service and other matters is made in the LLP communications provisions (see section 1003).
                                                                          (7) Nothing in this section shall be read as affecting any applicable law, regulation, or rule of law under which permission is required for service out of the jurisdiction.

                                                                        • 1001. Service addresses

                                                                          In the Companies Regulations a "service address", in relation to a person, means a post box or other address at which documents may be effectively served on that person by a postal service operating in the United Arab Emirates.

                                                                        • 1002. Requirement to give service address

                                                                          Any obligation under the Companies Regulations to give a person's address is, unless otherwise expressly provided, to give a service address for that person."

                                                                      • 66. 66. Courts and legal proceedings

                                                                        Section 1014 applies to LLPs for the purposes of the Companies Regulations, modified so that it reads as follows —

                                                                        • 1014. Power of Court to grant relief in certain cases

                                                                          (1) If in proceedings for negligence, default, breach of duty or breach of trust against —
                                                                          (a) a member of a LLP, or
                                                                          (b) a person employed by a LLP as auditor (whether he is or is not member of the LLP),
                                                                          it appears to the Court hearing the case that the member or person is or may be liable but that he acted honestly and reasonably, and that having regard to all the circumstances of the case (including those connected with his appointment) he ought fairly to be excused, the Court may relieve him, either wholly or in part, from his liability on such terms as it thinks fit.
                                                                          (2) If any such member or person has reason to apprehend that a claim will or might be made against him in respect of negligence, default, breach of duty or breach of trust —
                                                                          (a) he may apply to the Court for relief, and
                                                                          (b) the Court has the same power to relieve him as it would have had if it had been a Court before which proceedings against him for negligence, default, breach of duty or breach of trust had been brought."

                                                                      • 67. 67. LLPs: Interpretation

                                                                        Section 1024 applies to LLPs for the purposes of the Companies Regulations, modified so that it reads as follows —

                                                                        • 1024. Dormant LLPs

                                                                          (1) For the purposes of the Companies Regulations an LLP 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 LLP's accounting records.
                                                                          (3) In determining whether or when an LLP is dormant, there shall be disregarded any transaction consisting of the payment of —
                                                                          (a) a fee to the Registrar on a change of the LLP's name,
                                                                          (b) a fine under section 426 (default in filing accounts), or
                                                                          (c) a fee to the Registrar for the registration of an annual return.
                                                                          (4) Any reference in the Companies Regulations to a body corporate other than a company being dormant has a corresponding meaning."

                                                                      • 68. 68. Requirements of this Act

                                                                        Section 1027 applies to LLPs for the purposes of the Companies Regulations, modified so that it reads as follows —

                                                                        • 1027. References to requirements of the Companies Regulations

                                                                          References in the LLP law provisions of the Companies Regulations to the requirements of the Companies Regulations include the requirements of rules made under them."

                                                                      • 69. 69. Minor definitions

                                                                        Section 1028 applies to LLPs for the purposes of the Companies Regulations, modified so that it reads as follows —

                                                                        • 1028. Minor definitions: general

                                                                          (1) In the Companies Regulations —

                                                                          "body corporate" and "corporation" include a body incorporated other than under the Companies 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 —
                                                                          (c) goods are bailed in return for periodical payments by the person to whom they are bailed, and
                                                                          (d) 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,
                                                                          "LLP" means a limited liability partnership registered under the Limited Liability Partnerships Regulations 2015,

                                                                          "LLP agreement" means any agreement, express or implied, between the members of the LLP or between the LLP and the members of the LLP which determines the mutual rights and duties of the members, and their rights and duties in relation to the LLP,

                                                                          "non-ADGM LLP" means an LLP not formed or registered under the Companies Regulations,

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

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

                                                                          "subsidiary LLP" means an LLP that is a subsidiary undertaking (see section 1018 and Schedule 7), and

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

                                      • PART 3 PART 3 DEFAULT PROVISIONS

                                        The mutual rights and duties of the members and the mutual rights and duties of the LLP and the members shall be determined, subject to the provisions of the Limited Liability Partnerships Regulations 2015 and to the terms of any LLP agreement, by the following rules:

                                        (1) All the members of a LLP are entitled to share equally in the capital and profits of the LLP.
                                        (2) The LLP must indemnify each member in respect of payments made and personal liabilities incurred by him —
                                        (a) in the ordinary and proper conduct of the business of the LLP, or
                                        (b) in or about anything necessarily done for the preservation of the business or property of the LLP.
                                        (3) Every member may take part in the management of the LLP.
                                        (4) No member shall be entitled to remuneration for acting in the business or management of the LLP.
                                        (5) No person may be introduced as a member or voluntarily assign an interest in a LLP without the consent of all existing members.
                                        (6) Any difference arising as to ordinary matters connected with the business of the LLP may be decided by a majority of the members, but no change may be made in the nature of the business of the LLP without the consent of all the members.
                                        (7) The books and records of the LLP are to be made available for inspection at the registered office of the LLP or at such other place as the members think fit and every member of the LLP may when he thinks fit have access to and inspect and copy any of them.
                                        (8) Each member shall render true accounts and full information of all things affecting the LLP to any member or his legal representatives.
                                        (9) If a member, without the consent of the LLP, carries on any business of the same nature as and competing with the LLP, he must account for and pay over to the LLP all profits made by him in that business.
                                        (10) Every member must account to the LLP for any benefit derived by him without the consent of the LLP from any transaction concerning the LLP, or from any use by him of the property of the LLP, name or business connection.
                                        (11) No majority of the members can expel any member unless a power to do so has been conferred by express agreement between the members.

                                        • PART 3 PART 3 A COMPANY'S CONSTITUTION

                                          • 3. 3. Fees payable in respect of the inspection or provision of copies of documents kept by the Registrar

                                            Schedule 3 to these Rules makes provision for the fees that are payable to the Registrar in respect of the inspection, or provision of copies, of documents kept by the Registrar relating to companies.

                                            • PART 3 PART 3 Company Name Reservation

                                              • 3. 3. Financial services

                                                Any of the activities specified in paragraphs 1 to 4 inclusive, 6 to 11 inclusive and 13 to 17 of Article 14 of the ADGM Founding Law is a controlled activity if it is carried on by way of business.

                                                • 3. Applications for licence (additional information for branch registration)

                                                  (1) In addition to the information set out in Rule 2 a non-ADGM body corporate applying for a licence and to register a branch must provide to the Registrar the following information on the form prescribed by the Registrar from time to time—
                                                  (a) if the applicant is registered in its jurisdiction of incorporation, the number under which it is registered;
                                                  (b) a list of the applicant’s directors and partners, as applicable, and the information required by paragraph (3);
                                                  (c) the applicant’s corporate objects or any other limitation on its legal capacity, if any;
                                                  (d) in respect of the branch, the extent of the powers of the directors, officers and partners to represent the applicant in dealings with third parties and in legal proceedings, together with a statement as to whether they may act severally or must act jointly and, if jointly, the name of any other person concerned;
                                                  (e) the full names and addresses of any shareholders of the applicant, including evidence acceptable to the Registrar, except if the applicant is a listed entity; and
                                                  (f) a statement of the financial reporting obligations to which the applicant is subject under the laws of the applicant’s jurisdiction of incorporation, including the period for which the non-ADGM body corporate is required by law to prepare accounts and reports, the period allowed for their preparation and whether such accounts and reports are required by law to be publicly available free of charge.
                                                  (2) An applicant for a licence that is a non-ADGM body corporate must also provide the following documents to the Registrar—
                                                  (a) either—
                                                  i. if the applicant is registered in its jurisdiction of incorporation and the registry in which the applicant is so registered issues certificates of good standing to registered bodies corporate that are in good standing, a certificate of good standing in respect of the applicant issued by such registry and dated no more than three months prior to the date on which the application for a licence is made; or;
                                                  ii. in other cases, such evidence as the Registrar may require that the applicant is in good standing in its jurisdiction of incorporation;
                                                  (b) a certified copy of the applicant’s certificate of incorporation and any certificate amending the applicant’s certificate of incorporation;
                                                  (c) a certified copy of the applicant’s constitutional documents; and
                                                  (d) a certified copy (acceptable to the Registrar) of the applicant’s most recent accounts and reports, including a balance sheet, profit and loss account and (if the applicant is required by applicable law to have an auditor audit its accounts and reports) the auditor’s statement thereon; or
                                                  (e) if the applicant is not required by applicable law to prepare financial statements and reports thereon (including an auditor’s report) such other evidence of financial credit worthiness as the Registrar may require,
                                                  together with, if any of the above documents are wholly or partly written in a language other than English, translations into English certified by a translator acceptable to the Registrar.
                                                  (3) The particulars referred to in paragraph (1)(b) are—
                                                  (a) in the case of an individual—
                                                  i. name;
                                                  ii. any former name;
                                                  iii. a service address;
                                                  iv. usual residential address (should the registrar require)
                                                  v. the country or state in which the individual is usually resident;
                                                  vi. nationality;
                                                  vii. business occupation (if any);
                                                  viii. date of birth; and
                                                  ix. date of appointment,
                                                  (b) in the case of a body corporate—
                                                  i. corporate or firm name;
                                                  ii. registered or principal office;
                                                  iii. the legal form of the body corporate and the law by which it is governed;
                                                  iv. if applicable, the register in which it is entered (including details of the jurisdiction) and its registration number in that register; and
                                                  v. date of appointment.

                                                  • CHAPTER 1 CHAPTER 1 INTRODUCTORY

                                                    • 13. 13. Reservation of a Company Name

                                                      (1) Applications to reserve a company name (a "Name Reservation") under section 47 of the Companies Regulations must be made in the form specified by the Registrar form time to time on its website.
                                                      (2) If the Name Reservation is approved by the Registrar, the Registrar shall provide the applicant (the "Name Reservation Applicant") with written notice to that effect and the company name specified in the Name Reservation shall be reserved for the Name Reservation Applicant for a period of 30 days from the date of such written notice.
                                                      (3) The Registrar may reject a Name Reservation in its sole discretion. If a Name Reservation is rejected by the Registrar, the Registrar shall provide notice to the applicant of the rejection.
                                                      (4) The Registrar is not required to provide reasons for its rejection of a Name Reservation.

                                                      • 15. A company's constitution

                                                        (1) Unless the context otherwise requires, references in these Regulations to a company's constitution include—
                                                        (a) the company's articles, and
                                                        (b) any resolutions and agreements to which Chapter 3 applies (see section 26 (resolutions and agreements affecting a company's constitution)).

                                                    • CHAPTER 2 CHAPTER 2 ARTICLES OF ASSOCIATION

                                                      • General

                                                        • 16. Articles of association

                                                          (1) A company must have articles of association prescribing regulations for the company.
                                                          (2) Unless it is a company to which model articles apply by virtue of section 18 (default application of model articles), it must register articles of association.
                                                          (3) Articles of association registered by a company must—
                                                          (a) be contained in a single document, and
                                                          (b) be divided into paragraphs numbered consecutively.
                                                          (4) References in these Regulations to a company's "articles" are to its articles of association.

                                                        • 17. Power of Board to prescribe model articles

                                                          (1) The Board may make rules prescribing model articles of association for companies.
                                                          (2) Different model articles may be prescribed for different descriptions of company.
                                                          (3) A company may adopt all or any of the provisions of model articles.
                                                          (4) Any amendment of model articles by rules made under this section does not affect a company registered before the amendment takes effect.

                                                          "Amendment" here includes addition, alteration or repeal.

                                                        • 18. Default application of model articles

                                                          (1) On the formation of a limited company—
                                                          (a) if articles are not registered, or
                                                          (b) if articles are registered, in so far as they do not exclude or modify the relevant model articles,
                                                          the relevant model articles (so far as applicable) form part of the company's articles in the same manner and to the same extent as if articles in the form of those articles had been duly registered.
                                                          (2) The "relevant model articles" means the model articles prescribed for a company of that description as in force at the date on which the company is registered.

                                                      • Alteration of articles

                                                        • 19. Amendment of articles

                                                          A company may amend its articles by special resolution.

                                                        • 20. Entrenched provisions of the articles

                                                          (1) A company's articles may contain provision ("provision for entrenchment") to the effect that specified provisions of the articles may be amended or repealed only if conditions are met, or procedures are complied with, that are more restrictive than those applicable in the case of a special resolution.
                                                          (2) Provision for entrenchment may only be made—
                                                          (a) in the company's articles on formation, or
                                                          (b) by an amendment of the company's articles agreed to by all the members of the company.
                                                          (3) Provision for entrenchment does not prevent amendment of the company's articles—
                                                          (a) by agreement of all the members of the company, or
                                                          (b) by order of a Court or other authority having power to alter the company's articles.
                                                          (4) Nothing in this section affects any power of a Court or other authority to alter a company's articles.

                                                        • 21. Notice to Registrar of existence of restriction on amendment of articles

                                                          (1) Where a company's articles—
                                                          (a) on formation contain provision for entrenchment,
                                                          (b) are amended so as to include such provision, or
                                                          (c) are altered by order of a Court or other authority so as to restrict or exclude the power of the company to amend its articles,
                                                          the company must give notice of that fact to the Registrar.
                                                          (2) Where a company's articles—
                                                          (a) are amended so as to remove provision for entrenchment, or
                                                          (b) are altered by order of a Court or other authority—
                                                          (i) so as to remove such provision, or
                                                          (ii) so as to remove any other restriction on, or any exclusion of, the power of the company to amend its articles,
                                                          the company must give notice of that fact to the Registrar.

                                                        • 22. Statement of compliance where amendment of articles restricted

                                                          (1) This section applies where a company's articles are subject—
                                                          (a) to provision for entrenchment, or
                                                          (b) to an order of a Court or other authority restricting or excluding the company's power to amend the articles.
                                                          (2) If the company—
                                                          (a) amends its articles, and
                                                          (b) is required to send to the Registrar a document making or evidencing the amendment,
                                                          the company must deliver with that document a statement of compliance.
                                                          (3) The statement of compliance required is a statement certifying that the amendment has been made in accordance with the company's articles and, where relevant, any applicable order of a Court or other authority.
                                                          (4) The Registrar may rely on the statement of compliance as sufficient evidence of the matters stated in it.

                                                        • 23. Effect of alteration of articles on company's members

                                                          (1) A member of a company is not bound by an alteration to its articles after the date on which he became a member, if and so far as the alteration—
                                                          (a) requires him to take or subscribe for more shares than the number held by him at the date on which the alteration is made, or
                                                          (b) in any way increases his liability as at that date to contribute to the company's share capital or otherwise to pay money to the company.
                                                          (2) Subsection (1) does not apply in a case where the member agrees in writing, either before or after the alteration is made, to be bound by the alteration.

                                                        • 24. Registrar to be sent copy of amended articles

                                                          (1) Where a company amends its articles it must send to the Registrar a copy of the articles as amended not later than 14 days after the amendment takes effect.
                                                          (2) This section does not require a company to set out in its articles any provisions of model articles that—
                                                          (a) are applied by the articles, or
                                                          (b) apply by virtue of section 18 (default application of model articles).
                                                          (3) If a company fails to comply with this section a contravention of these Regulations is committed by—
                                                          (a) the company, and
                                                          (b) every officer of the company who is in default.
                                                          (4) A person who commits the contravention referred to in subsection (3) is liable for a level 2 fine.

                                                        • 25. Registrar's notice to comply in case of failure with respect to amended articles

                                                          (1) If it appears to the Registrar that a company has failed to comply with any requirement under these Regulations requiring it—
                                                          (a) to send to the Registrar a document making or evidencing an alteration in the company's articles, or
                                                          (b) to send to the Registrar a copy of the company's articles as amended,
                                                          the Registrar may give notice to the company requiring it to comply.
                                                          (2) The notice must—
                                                          (a) state the date on which it is issued, and
                                                          (b) require the company to comply within 28 days from that date.
                                                          (3) If the company does not comply with the notice within the specified time, it is liable to a level 1 fine.

                                                    • CHAPTER 3 CHAPTER 3 RESOLUTIONS AND AGREEMENTS AFFECTING A COMPANY'S CONSTITUTION

                                                      • 26. Resolutions and agreements affecting a company's constitution

                                                        (1) This Chapter applies to—
                                                        (a) any special resolution,
                                                        (b) any resolution or agreement agreed to by all the members that, if not so agreed to, would not have been effective for its purpose unless passed as a special resolution,
                                                        (c) any resolution or agreement agreed to by all the members of a class of shareholders that, if not so agreed to, would not have been effective for its purpose unless passed by some particular majority or otherwise in some particular manner, and
                                                        (d) any resolution or agreement that effectively binds all members of a class of shareholders though not agreed to by all those members.
                                                        (2) References in subsection (1) to a member of a company, or of a class of members of a company, do not include the company itself where it is such a member by virtue only of its holding shares as treasury shares.

                                                      • 27. Copies of resolutions or agreements to be forwarded to Registrar

                                                        (1) A copy of every resolution or agreement to which this Chapter applies, or (in the case of a resolution or agreement that is not in writing) a written memorandum setting out its terms, must be forwarded to the Registrar within 14 days after it is passed or made.
                                                        (2) If a company fails to comply with this section, a contravention of these Regulations is committed by—
                                                        (a) the company, and
                                                        (b) every officer of it who is in default.
                                                        (3) A person who commits the contravention referred to in subsection (2) shall be liable to a level 1 fine.
                                                        (4) For the purposes of this section, a liquidator of the company is treated as an officer of it.

                                                    • CHAPTER 4 CHAPTER 4 MISCELLANEOUS AND SUPPLEMENTARY PROVISIONS

                                                      • Statement of company's objects

                                                        • 28. Statement of company's objects

                                                          (1) Unless a company's articles specifically restrict the objects of the company, its objects are unrestricted.
                                                          (2) Where a company amends its articles so as to add, remove or alter a statement of the company's objects—
                                                          (a) it must give notice to the Registrar,
                                                          (b) on receipt of the notice, the Registrar shall register it, and
                                                          (c) the amendment is not effective until entry of that notice on the register.
                                                          (3) Any such amendment does not affect any rights or obligations of the company or render defective any legal proceedings by or against it.

                                                      • Other provisions with respect to a company's constitution

                                                        • 29. Constitutional documents to be provided to members

                                                          (1) A company must, on request by any member, send to him the following documents—
                                                          (a) an up-to-date copy of the company's articles,
                                                          (b) a copy of any resolution or agreement relating to the company to which Chapter 3 applies (resolutions and agreements affecting a company's constitution) and that is for the time being in force,
                                                          (c) a copy of any document required to be sent to the Registrar under section 31(2)(a)(notice to Registrar where company's constitution altered by order),
                                                          (d) a copy of any Court order under section 805(Court sanction for compromise or arrangement) or section 806(powers of Court to facilitate reconstruction or amalgamation or merger or division),
                                                          (e) a copy of any Court order under section 860(protection of members against unfair prejudice: powers of the Court) that alters the company's constitution,
                                                          (f) a copy of the company's current certificate of incorporation, and of any past certificates of incorporation,
                                                          (g) in the case of a company with a share capital, a current statement of capital,
                                                          (h) in the case of a company limited by guarantee, a copy of the statement of guarantee.
                                                          (2) The statement of capital required by subsection (1)(g) is a statement of—
                                                          (a) the total number of shares of the company,
                                                          (b) for each class of shares—
                                                          (i) prescribed particulars of the rights attached to the shares,
                                                          (ii) the total number of shares of that class, and
                                                          (c) the amount paid up and the amount (if any) unpaid on each share.
                                                          (3) If a company makes default in complying with this section, a contravention of these Regulations is committed by every officer of the company who is in default.
                                                          (4) A person who commits the contravention referred to in subsection (3) shall be liable to a level 2 fine.

                                                        • 30. Effect of company's constitution

                                                          (1) The provisions of a company's constitution bind the company and its members to the same extent as if there were covenants on the part of the company and of each member to observe those provisions.
                                                          (2) Money payable by a member to the company under its constitution is a debt due from him to the company in the nature of an ordinary contract debt.

                                                        • 31. Notice to Registrar where company's constitution altered by order

                                                          (1) Where a company's constitution is altered by an order of a Court or other authority, the company must give notice to the Registrar of the alteration not later than 14 days after the alteration takes effect.
                                                          (2) The notice must be accompanied by—
                                                          (a) a copy of the order, and
                                                          (b) if the order amends—
                                                          (i) the company's articles, or
                                                          (ii) a resolution or agreement to which Chapter 3 applies (resolutions and agreements affecting the company's constitution),
                                                          a copy of the company's articles, or the resolution or agreement in question, as amended.
                                                          (3) If a company fails to comply with this section a contravention of these Regulations is committed by—
                                                          (a) the company, and
                                                          (b) every officer of the company who is in default.
                                                          (4) A person who commits the contravention referred to in subsection (3) shall be liable to a level 1 fine.
                                                          (5) This section does not apply where provision is made by another law or regulation applicable to the Abu Dhabi Global Market for the delivery to the Registrar of a copy of the order in question.

                                                        • 32. Documents to be incorporated in or accompany copies of articles issued by company

                                                          (1) Every copy of a company's articles issued by the company must be accompanied by—
                                                          (a) a copy of any resolution or agreement relating to the company to which Chapter 3 applies (resolutions and agreements affecting a company's constitution),
                                                          (b) a copy of any order required to be sent to the Registrar under section 31(2)(a) (notice to Registrar where company's constitution altered by order).
                                                          (2) This does not require the articles to be accompanied by a copy of a document or by a statement if—
                                                          (a) the effect of the resolution, agreement, or order (as the case may be) on the company's constitution has been incorporated into the articles by amendment, or
                                                          (b) the resolution, agreement, or order (as the case may be) is not for the time being in force.
                                                          (3) If the company fails to comply with this section, a contravention of these Regulations is committed by every officer of the company who is in default.
                                                          (4) A person who commits the contravention referred to in subsection (3) shall be liable to a level 1 fine.
                                                          (5) For the purposes of this section, a liquidator of the company is treated as an officer of it.

                                                        • 33. Right to participate in profits otherwise than as member void

                                                          In the case of a company limited by guarantee any provision in the company's articles, or in any resolution of the company, purporting to give a person a right to participate in the divisible profits of the company otherwise than as a member is void.

                                                        • 34. Application to single member companies of rules of law

                                                          Any rule of law applicable in the Abu Dhabi Global Market to companies formed by two or more persons or having two or more members applies with any necessary modification in relation to a company formed by one person or having only one person as a member.

                                                • PART 4 PART 4 FEES RELATING TO LLPS

                                                  • PART 4 PART 4 A COMPANY'S CAPACITY AND RELATED MATTERS

                                                    • SCHEDULE 1 SCHEDULE 1 Definitions And General Interpretation

                                                      "Chairman of the Board" means the chairman of the Board,

                                                      "Companies Regulations" means the Companies Regulations 2015,

                                                      "company" has the meaning given to it in the Companies Regulations,

                                                      "particulars of the usual residential address of all directors" or "particulars of the usual residential address of a specified director" means the following information —

                                                      (a) the house name or number,
                                                      (b) the street,
                                                      (c) the area,
                                                      (d) if relevant, the post town,
                                                      (e) the region,
                                                      (f) the country, and
                                                      (g) if relevant, the postcode or PO Box,

                                                      "Registrar's Head Office" and "RHO" means the office of the Registrar where facilities are made available for applicants to inspect the register and to obtain copies of material on the register,

                                                      "Registrar's Website" and "RW" mean the website of the Registrar, being www.adgm.com, "related information" means the following information in relation to a director —

                                                      (a) the name of the director,
                                                      (b) the date of birth of the director,
                                                      (c) the registered number or numbers of the company or companies, and
                                                      (d) if appropriate, a statement that the usual residential address is the same as a service address,

                                                      "relevant document" means (for the purposes of paragraph 2(1)(j) of Schedule 2) any document required or authorised to be delivered to the Registrar in respect of a company by or under any provision of the Companies Regulations, other than a document specified below. A document is not a relevant document if —

                                                      (a) a fee is specified in Schedule 2 in relation to the registration of a document, or the performance by the Registrar of a function, under any particular provision of the Companies Regulations, or
                                                      (b) that document is required or authorised to be delivered to the Registrar by or under sections 882 and 962 of the Companies Regulations.

                                                      "relevant period" means one of the following periods —

                                                      (a) the period beginning with its incorporation and ending immediately after the delivery to the Registrar of its first annual return, or
                                                      (b) a period beginning immediately after the delivery to the Registrar of an annual return and ending immediately after the delivery to the Registrar of the next annual return,

                                                      "same day delivery" or "same day collection" means —

                                                      (a) a request for same day delivery or same day collection is received by the Registrar before 2.00 pm on the business day in question, and
                                                      (b) the appropriate certificate or certified copy is issued to the applicant on that day,

                                                      "same day registration" means —

                                                      (a) a request for same day registration and all documents required to be delivered to the Registrar in connection with that registration are received by the Registrar before 2.00 pm on the business day in question, and
                                                      (b) the registration is completed on that day.

                                                      • PART 4 PART 4 PERMITTED COMPANY NAMES AND TRADE NAMES

                                                        • 4. 4. Legal services

                                                          (1) Providing legal services is a controlled activity if it is carried on by way of business.
                                                          (2) "Providing legal services" means the application of legal principles or judgement with regard to the circumstances of another person, including but not limited to —
                                                          (a) giving legal advice or counsel to such a person as to his legal rights or the legal rights or responsibilities of others, whether or not under the law of the Abu Dhabi Global Market;
                                                          (b) drafting or completion of legal documents or agreements which affect such a person's legal rights;
                                                          (c) representation of such a person in court proceedings or in an administrative adjudicative procedure in which legal pleadings are filed or a record is established as the basis for judicial review; or
                                                          (d) negotiation of legal rights or responsibilities on behalf of such a person; but excluding acting as a lay representative authorised by an administrative agency or tribunal, serving as a judge, mediator, arbitrator, conciliator or facilitator; and participation in employment negotiations, arbitrations or conciliations.

                                                          • 4. Application for licence variation or renewal by existing licence holder

                                                            A licence holder that is applying for a licence variation either in respect of a new controlled activity or new controlled activities or to renew his licence in anticipation of the licence holder’s existing licence expiring shall be subject to these Rules as a new applicant but shall not be obliged to provide the documents required by paragraph (2)(b) to (e) of Rule 3 if an officer of the licence holder provides to the Registrar, written confirmation that the documents previously filed with the Registrar and remain complete and current.

                                                            • CHAPTER 1 CHAPTER 1 THE PERFORMANCE OF FUNCTIONS RELATING TO THE RECEIPT OF DOCUMENTS BY THE REGISTRAR AND THEIR REGISTRATION

                                                              • Capacity of company and power of directors to bind it

                                                                • 14. 14. Permitted characters

                                                                  (1) This Rule sets out the characters, signs, symbols (including accents and other diacritical marks) and punctuation that may be used —
                                                                  (a) in the name of a company registered under the Companies Regulations,
                                                                  (b) in a Trade Name, and
                                                                  (c) in names and addresses contained in documents delivered to the Registrar,
                                                                  ("the permitted characters").
                                                                  (2) The following permitted characters may be used for the purposes set out in Rule 1 —
                                                                  (a) any character, character with an accent or other diacritical mark, sign or symbol set out in table 1 in Schedule 1,
                                                                  (b) 0, 1, 2, 3, 4, 5, 6, 7, 8 or 9,
                                                                  (c) full stop, comma, colon, semi-colon or hyphen, and
                                                                  (d) any other punctuation referred to in column 1 of table 2 in Schedule 1 but only in one of the forms set out opposite that punctuation in column 2 of that table.
                                                                  (3) The signs and symbols set out in table 3 in Schedule 1 are permitted characters that may be used but not as one of the first three permitted characters of a company's name.
                                                                  (4) The name of a company registered under the Companies Regulations and any Trade Name must not consist of more than 400 permitted characters.
                                                                  (5) For the purposes of computing the number of permitted characters in paragraph (4) of this Rule (but not in paragraph (3) of this Rule), any blank space between one permitted characters and another in the name shall be counted as though it was a permitted character.

                                                                  • Interpretation

                                                                    • 35. 35. A company's capacity

                                                                      The validity of an act done by a company shall not be called into question on the ground of lack of capacity by reason of anything in the company's constitution.

                                                                      • 1. General

                                                                        (1) If the form of delivery is not specified in this Part, the fee specified below is only payable in respect of documents that are delivered in paper form.
                                                                        (2) Where no provision is made for same day registration of the documents required to be delivered to the Registrar in relation to this Part, the fee specified below is only payable in respect of the delivery of documents other than for same day registration.

                                                                    • Fees Payable

                                                                      • 36. 36. Power of directors to bind the company

                                                                        (1) In favour of a person dealing with a company in good faith, the power of the directors to bind the company, or authorise others to do so, is deemed to be free of any limitation under the company's constitution.
                                                                        (2) For this purpose—
                                                                        (a) a person "deals with" a company if he is a party to any transaction or other act to which the company is a party,
                                                                        (b) a person dealing with a company—
                                                                        (i) is not bound to enquire as to any limitation on the powers of the directors to bind the company or authorise others to do so,
                                                                        (ii) is presumed to have acted in good faith unless the contrary is proved, and
                                                                        (iii) is not to be regarded as acting in bad faith by reason only of his knowing that an act is beyond the powers of the directors under the company's constitution.
                                                                        (3) The references above to limitations on the directors' powers under the company's constitution include limitations deriving—
                                                                        (a) from a resolution of the company or of any class of shareholders, or
                                                                        (b) from any agreement between the members of the company or of any class of shareholders.
                                                                        (4) This section does not affect any right of a member of the company to bring proceedings to restrain the doing of an action that is beyond the powers of the directors.

                                                                        But no such proceedings lie in respect of an act to be done in fulfilment of a legal obligation arising from a previous act of the company.
                                                                        (5) This section does not affect any liability incurred by the directors, or any other person, by reason of the directors' exceeding their powers.
                                                                        (6) This section has effect subject to section 37(constitutional limitations: transactions including directors or their associates).

                                                                        • 2. LLPs

                                                                          In respect of the performance by the Registrar of his functions in relation to the registration of documents delivered to him, the fee specified in relation to each matter below is payable on the registration of the documents so delivered relating to that matter—

                                                                          Matter in relation to which fee is payable Amount of fee (USD)
                                                                          (a) for the registration of an application to reserve a name for an LLP under section 47 of the Companies Regulations, 200.00
                                                                           
                                                                          (i) where the required documents are delivered in paper form for same day registration,
                                                                          300.00
                                                                           
                                                                          (ii) where the required documents are delivered in paper form other than for same day registration,
                                                                          250.00
                                                                          (b) for the registration of an application to extend the time period for the reservation of an LLP name, 200.00
                                                                           
                                                                          (i) where the required documents are delivered in paper form for same day registration,
                                                                          300.00
                                                                           
                                                                          (ii) where the required documents are delivered in paper form other than for same day registration,
                                                                          250.00
                                                                          (c) for the application for registration of amalgamation, 2,250.00
                                                                           
                                                                          (i) where the required documents are delivered in paper form for same day registration,
                                                                          3,375.00
                                                                           
                                                                          (ii) where the required documents are delivered in paper form other than for same day registration,
                                                                          2,812.00
                                                                          (d) for the application for administrative restoration, 1,500.00
                                                                           
                                                                          (i) where the required documents are delivered in paper form for same day registration,
                                                                          2,250.00
                                                                           
                                                                          (ii) where the required documents are delivered in paper form other than for same day registration,
                                                                          1,875.00
                                                                          (e) for the registration of an LLP— 1,500.00
                                                                           
                                                                          (i) where the required documents are delivered in paper form for same day registration,
                                                                          2,250.00
                                                                           
                                                                          (ii) where the required documents are delivered in paper form other than for same day registration,
                                                                          1,875.00
                                                                          (f) for the registration of all relevant documents in respect of an LLP delivered during a relevant period payable at the end of that period on the registration of the annual return of the LLP under section 778 of the Companies Regulations— 100.00
                                                                           
                                                                          (i) where the required documents are delivered in paper form for same day registration,
                                                                          150.00
                                                                           
                                                                          (ii) where the required documents are delivered in paper form other than for same day registration,
                                                                          125.00
                                                                          (g) for the registration of a notice of the appointment of an auditor, Nil
                                                                          (h) for the registration of a notice of the reappointment or change of an LLP's auditors, Nil
                                                                          (i) for the registration of financial statements, Nil
                                                                          (j) for the registration of a notice of a change of name of an LLP under section 11 of the Limited Liability Partnerships Regulations (other than a change made in response to: (i) a direction of the Registrar under section 56 of the Companies Regulations, (ii) a determination by the Registrar under section 61 of the Companies Regulations, or (iii) on the restoration of the LLP under section 891(2)(a)(i) of the Companies Regulations)— 100.00
                                                                           
                                                                          (i) where the required documents are delivered in paper form for same day registration,
                                                                          150.00
                                                                           
                                                                          (ii) where the required documents are delivered in paper form other than for same day registration,
                                                                          125.00
                                                                          (k) for the registration of a notice of a change to the date of the end of the financial year for an LLP, Nil
                                                                          (l) for the registration of a notice of a change in the particulars of any of the members of an LLP, 100.00
                                                                           
                                                                          (i) where the required documents are delivered in paper form for same day registration,
                                                                          150.00
                                                                           
                                                                          (ii) where the required documents are delivered in paper form other than for same day registration,
                                                                          125.00
                                                                          (m) for the registration of a notice of the appointment or cessation of a member, 100.00
                                                                           
                                                                          (i) where the required documents are delivered in paper form for same day registration,
                                                                          150.00
                                                                           
                                                                          (ii) where the required documents are delivered in paper form other than for same day registration,
                                                                          125.00
                                                                          (n) for the striking off the register of an LLP's name payable on an application under section 867 of the Companies Regulations, 100.00
                                                                           
                                                                          (i) where the required documents are delivered in paper form for same day registration,
                                                                          150.00
                                                                           
                                                                          (ii) where the required documents are delivered in paper form other than for same day registration,
                                                                          125.00
                                                                          (o) for the withdrawal of an application to strike-off the register an LLP's name. 100.00
                                                                           
                                                                          (i) where the required documents are delivered in paper form for same day registration,
                                                                          150.00
                                                                           
                                                                          (ii) where the required documents are delivered in paper form other than for same day registration,
                                                                          125.00
                                                                          (p) for the registration of a notice of an error in documents lodged with the Registrar, 100.00
                                                                          (q)
                                                                          (i) where the required documents are delivered in paper form for same day registration,
                                                                          150.00
                                                                           
                                                                          (ii) where the required documents are delivered in paper form other than for same day registration,
                                                                          125.00
                                                                          (r) for the registration of a notice of a change to the address of the registered office of an LLP, 100.00
                                                                           
                                                                          (i) where the required documents are delivered in paper form for same day registration,
                                                                          150.00
                                                                           
                                                                          (ii) where the required documents are delivered in paper form other than for same day registration,
                                                                          125.00

                                                                      • 37. Constitutional limitations: transactions involving directors or their associates

                                                                        (1) This section applies to a transaction if or to the extent that its validity depends on section 36 (power of directors to bind the company).

                                                                        Nothing in this section shall be read as excluding the operation of any rule of law applicable in the Abu Dhabi Global Market by virtue of which the transaction may be called in question or any liability to the company may arise.
                                                                        (2) Where—
                                                                        (a) a company enters into such a transaction, and
                                                                        (b) the parties to the transaction include—
                                                                        (i) a director of the company or of its holding company, or
                                                                        (ii) a person connected with any such director,
                                                                        the transaction is voidable at the instance of the company.
                                                                        (3) Whether or not it is avoided, any such party to the transaction as is mentioned in subsection (2)(b)(i) or (ii), and any director of the company who authorised the transaction, is liable—
                                                                        (a) to account to the company for any gain he has made directly or indirectly by the transaction, and
                                                                        (b) to indemnify the company for any loss or damage resulting from the transaction.
                                                                        (4) The transaction ceases to be voidable if—
                                                                        (a) restitution of any money or other asset which was the subject matter of the transaction is no longer possible, or
                                                                        (b) the company is indemnified for any loss or damage resulting from the transaction, or
                                                                        (c) rights acquired bona fide for value and without actual notice of the directors exceeding their powers by a person who is not party to the transaction would be affected by the avoidance, or
                                                                        (d) the transaction is affirmed by the company.
                                                                        (5) A person other than a director of the company is not liable under subsection (3) if he shows that at the time the transaction was entered into he did not know that the directors were exceeding their powers.
                                                                        (6) Nothing in the preceding provisions of this section affects the rights of any party to the transaction not within subsection (2)(b)(i) or (ii).The Court may, on the application of the company or any such party, make an order affirming, severing or setting aside the transaction on such terms as appear to the Court to be just.
                                                                        (7) In this section—
                                                                        (a) "transaction" includes any act, and
                                                                        (b) the reference to a person connected with a director has the same meaning as in Part 10 (company directors).

                                                                • CHAPTER 2 CHAPTER 2 THE PERFORMANCE OF FUNCTIONS RELATING TO THE INSPECTION OR PROVISION OF COPIES OF DOCUMENTS KEPT BY THE REGISTRAR

                                                                  • Formalities of doing business under the law of the Abu Dhabi Global Market

                                                                    • 15. 15. Limited and permitted alternatives

                                                                      A person must not carry on a controlled activity in or from the Abu Dhabi Global Market under a name that concludes with any word or abbreviation set out in inverted commas in paragraph 1 of Schedule 2 or any word or expression specified as similar thereto pursuant to paragraph 2 of Schedule 2 unless that person is —

                                                                      (a) a company incorporated or continued in the Abu Dhabi Global Market with that name pursuant to the Companies Regulations, or
                                                                      (b) an overseas company with that name registered in the Abu Dhabi Global Market under the Commercial Licensing Regulations.

                                                                      • Fees Payable

                                                                        • 38. 38. Contracts

                                                                          (1) Under the law of the Abu Dhabi Global Market a contract may be made—
                                                                          (a) by a company, by writing under its common seal, or
                                                                          (b) on behalf of a company, by a person acting under its authority, express or implied.
                                                                          (2) Under the law of the Abu Dhabi Global Market a contract may be made by a non-ADGM company—
                                                                          (a) by writing under its common seal or in any manner permitted by the laws of the territory in which the non-ADGM company is incorporated for the execution of documents by such non-ADGM company, and
                                                                          (b) on behalf of that non-ADGM company, by any person who, in accordance with the laws of the territory in which the company is incorporated, is acting under the authority (express or implied) of that non-ADGM company.
                                                                          (3) Any formalities required by law in the case of a contract made by an individual also apply, unless a contrary intention appears, to a contract made by or on behalf of a company or non-ADGM company.

                                                                          • 1. Inspection and provision of documents in electronic form on the Registrar's Website

                                                                            In respect of the performance of the Registrar's functions in relation to the inspection of the register and the provision of copies of material on the register, where an application for inspection or a copy is made by means of RW, the following fees are payable—

                                                                            Matter in relation to which fee is payable Amount of fee (USD)
                                                                            (a) for the inspection by means of RW of particulars of memberships held by a named person, Nil
                                                                            (b) for the inspection by means of RW of a statement of particulars of a charge registered in respect of an LLP, Nil
                                                                            (c) for a copy provided by means of RW (without prior inspection) of a document in respect of an LLP, 100.00
                                                                            (d) for the inspection and provision of a copy of a document, by means of RW, in respect of an LLP, 100.00
                                                                            (e) for a copy of a document or extract from a document in paper form, certified under section 965 of the Companies Regulations in relation to LLPs, applied for by means of RW— 100.00
                                                                             
                                                                            (i) where that copy is made available for collection at the RHO other than for same day collection,
                                                                            125.00
                                                                             
                                                                            (ii) where that copy is made available for collection at the RHO for same day collection,
                                                                            150.00
                                                                            (f) for a copy certificate of incorporation in paper form under section 940 of the Companies Regulations, in relation to LLPs, applied for by means of RW and made available for collection at the RHO. 100.00

                                                                        • 39. Execution of documents in the Abu Dhabi Global Market

                                                                          (1) Under the law of the Abu Dhabi Global Market a document is executed by a company—
                                                                          (a) by the affixing of its common seal, or
                                                                          (b) by signature in accordance with the following provisions.
                                                                          (2) A document is validly executed by a company if it is signed on behalf of the company—
                                                                          (a) by two authorised signatories, or
                                                                          (b) by a director of the company in the presence of a witness who attests the signature.
                                                                          (3) The following are "authorised signatories" for the purposes of subsection (2)—
                                                                          (a) every director of the company, and
                                                                          (b) in the case of a private company with a secretary or a public company, the secretary (or any joint secretary) of the company.
                                                                          (4) A document signed in accordance with subsection (2) and expressed, in whatever words, to be executed by the company has the same effect as if executed under the common seal of the company.
                                                                          (5) Under the law of the Abu Dhabi Global Market a document is executed by a non-ADGM company—
                                                                          (a) by the affixing of its common seal, or
                                                                          (b) if it is executed in any manner permitted by the laws of the territory in which the non-ADGM company is incorporated for the execution of documents by such non-ADGM company.
                                                                          (6) A document which—
                                                                          (a) is signed by a person who, in accordance with the laws of the territory in which the non-ADGM company is incorporated, is acting under the authority (express or implied) of the non-ADGM company, and
                                                                          (b) is expressed (in whatever form of words) to be executed by the non-ADGM company,
                                                                          has the same effect in relation to that non-ADGM company as it would have in relation to a company formed or registered under these Regulations if executed under the common seal of a company so formed or registered.
                                                                          (7) In favour of a purchaser a document is deemed to have been duly executed by a company or non-ADGM company if it purports to be signed in accordance with subsection (2)(in the case of a company) or (5) (in the case of a non-ADGM company).

                                                                          A "purchaser" means a purchaser in good faith for valuable consideration and includes a lessee, mortgagee or other person who for valuable consideration acquires an interest in property.
                                                                          (8) Where a document is to be signed by a person on behalf of more than one company or non-ADGM company, it is not duly signed by that person for the purposes of this section unless he signs it separately in each capacity.
                                                                          (9) References in this section to a document being (or purporting to be) signed by a director, secretary or person who is acting under the authority (express or implied) of the relevant company or non-ADGM company are to be read, in a case where that person is a firm, as references to its being (or purporting to be) signed by an individual authorised by the firm to sign on its behalf.
                                                                          (10) This section applies to a document that is (or purports to be) executed by a company or non-ADGM company in the name of or on behalf of another person whether or not that person is also a company or non-ADGM company.

                                                                        • 40. Common seal

                                                                          (1) A company may have a common seal, but need not have one.
                                                                          (2) A company which has a common seal shall have its name engraved in legible characters on the seal.
                                                                          (3) If a company fails to comply with subsection (2) an offence is committed by—
                                                                          (a) the company, and
                                                                          (b) every officer of the company who is in default.
                                                                          (4) An officer of a company, or a person acting on behalf of a company, commits a contravention of these regulations if he uses, or authorises the use of, a seal purporting to be a seal of the company on which its name is not engraved as required by subsection (2).
                                                                          (5) A person who commits a contravention under this section is liable to a level 1 fine.

                                                                        • 41. Execution of deeds

                                                                          (1) A document is validly executed by a company as a deed for the purposes of laws applicable in the Abu Dhabi Global Market if, and only if—
                                                                          (a) it is duly executed by that company, and
                                                                          (b) it is delivered as a deed.
                                                                          (2) A document is validly executed by a non-ADGM company as a deed for the purposes of laws applicable in the Abu Dhabi Global Market if, and only if—
                                                                          (a) it is duly executed by that non-ADGM company, and
                                                                          (b) it is delivered as a deed.
                                                                          (3) For the purposes of subsection (1)(b) and 2(b) a document is presumed to be delivered upon its being executed, unless a contrary intention is proved.

                                                                        • 42. Execution of deeds or other documents by attorney

                                                                          (1) Under the law of the Abu Dhabi Global Market a company may, by instrument executed as a deed, empower a person, either generally or in respect of specified matters, as its attorney to execute deeds or other documents on its behalf.
                                                                          (2) A deed or other document so executed, whether in the Abu Dhabi Global Market or elsewhere, has effect as if executed by the company.

                                                                    • CHAPTER 3 CHAPTER 3 FEES RELATING TO THE Licensing of LLPs BY THE REGISTRAR AND THEIR REGISTRATION

                                                                      Matter in relation to which fee is payable Amount of fee (USD)
                                                                      Category A Category B Category C
                                                                      (a) for the registration of an application for a licence under section 9 of the Commercial Licensing Regulations, 4,000.00 plus 9,000.00 for each set of business activities falling within the scope of the application 4,000.00 plus 4,000.00 for each set of business activities falling within the scope of the application 4,000.00
                                                                      (b) for the registration of an application for renewal of a licence under section 10 of the Commercial Licensing Regulations, 4,000.00 4,000.00 4,000.00
                                                                      (c) for the registration of an application for incorporation of an LLP as part of an application for a licence (Rule 9 of the Commercial Licensing Regulations 2015 (Conditions of Licence) Rules 2015 and section 9 of the Regulations), 1,500.00 1,500.00 1,500.00
                                                                      (d) for the registration of an application for variation of a licence (section 12(1) of the Commercial Licensing Regulations), 100.00 100.00 100.00
                                                                      (e) for the registration of an application for cancellation of a licence (section 12(2) of the Commercial Licensing Regulations) Nil Nil Nil

                                                                      Notes:

                                                                      1. "Business activity" means a description of activity specified by the Registrar for the purposes of these Rules. The Registrar may specify any number of distinct business activities for the purposes of these Rules. Business activities specified by the Registrar may or may not correspond to the controlled activities and a particular controlled activity may encompass any number of business activities specified by the Registrar. Nothing in these Rules prevents the Registrar from specifying a business activity which falls within the scope of more than one kind of controlled activity.
                                                                      2. A "set" of business activities means any aggregation of up to 10 business activities. For example, a Category A applicant applying for a licence for up to 10 business activities is subject to a fee for 1 set (USD 9,000.00) in addition to the USD 4,000.00 fee. If he applies for a licence for more than 10 but up to 20 business activities, he is subject to a fee for 2 sets (USD 18,000.00) in addition to the USD 4,000.00 fee. If he applies for a licence for more than 20 but up to 30 business activities, he is subject to a fee for 3 sets (USD 27,000.00) in addition to the USD 4,000.00 fee.
                                                                      3. Where an applicant applies for a licence to carry on a controlled activity, the application shall be regarded as including all business activities falling within the scope of the controlled activity.
                                                                      4. "Category A" refers to any applicant for a licence to carry on the controlled activity of financial services.
                                                                      5. "Category B" refers to any applicant (other than a Category C applicant) for a licence to carry on any controlled activity other than financial services.
                                                                      6. "Category C" refers to any applicant for a licence to carry on the controlled activity of other economic activities where the applicant intends only to carry on the activity of retail trade.

                                                                      • Other matters

                                                                        • 16. 16. Other indications of legal form

                                                                          A person must not carry on a controlled activity in or from the Abu Dhabi Global Market under a name that includes any expression or abbreviation set out in inverted commas in paragraph 3 of Schedule 2 or (any word or abbreviation specified as similar thereto pursuant to paragraph 4 of Schedule 2) unless that person is such a company or partnership as is indicated in that expression or abbreviation.

                                                                          • 43. Official seal for use outside of the Abu Dhabi Global Market

                                                                            (1) A company that has a common seal may have an official seal for use outside the Abu Dhabi Global Market.
                                                                            (2) The official seal must be a facsimile of the company's common seal, with the addition on its face of the place or places where it is to be used.
                                                                            (3) The official seal when duly affixed to a document has the same effect as the company's common seal.
                                                                            (4) A company having an official seal for use outside the Abu Dhabi Global Market may by writing under its common seal, authorise any person appointed for the purpose to affix the official seal to any deed or other document to which the company is party.
                                                                            (5) As between the company and a person dealing with such an agent, the agent's authority continues—
                                                                            (a) during the period mentioned in the instrument conferring the authority, or
                                                                            (b) if no period is mentioned, until notice of the revocation or termination of the agent's authority has been given to the person dealing with him.
                                                                            (6) The person affixing the official seal must certify in writing on the deed or other document to which the seal is affixed the date on which, and place at which, it is affixed.

                                                                          • 44. Official seal for share certificates etc

                                                                            (1) A company that has a common seal may have an official seal for use—
                                                                            (a) for sealing securities issued by the company, or
                                                                            (b) for sealing documents creating or evidencing securities so issued.
                                                                            (2) The official seal—
                                                                            (a) must be a facsimile of the company's common seal, with the addition on its face of the word "Securities", and
                                                                            (b) when duly affixed to the document has the same effect as the company's common seal.

                                                                          • 45. Pre-incorporation contracts, deeds and obligations

                                                                            (1) A contract that purports to be made by or on behalf of a company at a time when the company has not been formed has effect, subject to any agreement to the contrary, as one made with the person purporting to act for the company or as agent for it, and he is personally liable on the contract accordingly.
                                                                            (2) Subsection (1) applies to the making of a deed under the law of the Abu Dhabi Global Market as it applies to the making of a contract.

                                                                          • 46. Bills of exchange and promissory notes

                                                                            A bill of exchange or promissory note is deemed to have been made, accepted or endorsed on behalf of a company if made, accepted or endorsed in the name of, or by or on behalf or on account of, the company by a person acting under its authority.

                                                                        • 17. Inappropriate indication of company type or legal form: generally applicable provisions

                                                                          (1) A person must not carry on a controlled activity in or from the Abu Dhabi Global Market under a name that includes, otherwise than at the end of the name, an expression or abbreviation specified in inverted commas in paragraphs 3(a) to 3(f) of Schedule 2 (or any expression or abbreviation specified as similar thereto pursuant to paragraph 4 of Schedule 2).
                                                                          (2) Paragraph (1) is subject to Rule 18(b).

                                                                        • 18. Inappropriate indication of company type or legal form: unlimited company

                                                                          An unlimited company must not be registered under the Regulations by a name that concludes with —

                                                                          (a) the word or abbreviation specified in inverted commas in paragraph 1(a) of Schedule 2 (or any word or abbreviation specified as similar thereto pursuant to paragraph 2 of Schedule 2), or
                                                                          (b) an expression or abbreviation specified in inverted commas in paragraph 3(a) to (f) of Schedule 2 (or any expression or abbreviation specified as similar thereto pursuant to paragraph 4 of Schedule 2).

                                                                        • 19. Names not to be the same as another in the Registrar's lists

                                                                          (1) A Proposed Trade Name that is the same as either:
                                                                          (a) another name on the Registrar's list of company names; or
                                                                          (b) another name on the Registrar's list of Approved Trade Names
                                                                          shall not be approved unless the Trade Name Application is submitted by the company of that name or with the written consent of the relevant company or Trade Name Holder.
                                                                          (2) Schedule 3 has effect for setting out —
                                                                          (a) the matters that are to be disregarded, and
                                                                          (b) the words, expressions, signs and symbols that are to be regarded as the same,
                                                                          for the purposes of Rule 19(1) and section 55 of the Companies Regulations (determining whether a name to be registered under the Regulations is the same as another name appearing in the Registrar's list of company names).

                                                                        • 20. Consent to registration of a name which is the same as another in the Registrar's list of company names

                                                                          (1) If the conditions in paragraph (2) are met, then
                                                                          (a) a company may be registered under the Companies Regulations by a name which would be deemed the same as another on the Registrar's list of company names, and
                                                                          (b) a Proposed Trade Name which would be deemed the same as another on the Registrar's list of company names or the same as another on the Registrar's list of Approved Trade names may be approved by the Registrar.
                                                                          (2) The conditions are —
                                                                          (a) the company or other body whose name already appears in the Registrar's list of company names or who is the Trade Name Holder of the Approved Trade Name in question ("Body X") consents to the Proposed Same Company Name or Proposed Trade Name being the name of a company or the Approved Trade Name of the person making the relevant Trade Name Application (as the case may be) ("Body Y"),
                                                                          (b) Body Y forms, or is to form, part of the same group as Body X, and
                                                                          (c) Body Y provides to the Registrar a copy of a statement made by Body X indicating —
                                                                          (i) the consent of Body X as referred to in sub-paragraph (a), and
                                                                          (ii) that Company Y forms, or is to form, part of the same group as Body X.
                                                                          (3) If the Proposed Same Company Name or Proposed Trade Name is to be taken by a company which has not yet been incorporated, the copy of such statement must be provided to the Registrar instead by the person who delivers to the Registrar the application for registration of the company (and the reference in paragraph (1) to the conditions in paragraph (2) shall be read accordingly).
                                                                          (4) The Registrar may accept the statement referred to in paragraph (2)(c) as sufficient evidence that the conditions referred to in paragraph (2)(a) and (b) have been met.
                                                                          (5) If the consent referred to in paragraph (2)(a) is given by Body X, a subsequent withdrawal of that consent does not affect:
                                                                          (a) the registration of Body Y by that Proposed Same Company Name, or
                                                                          (b) Body Y's registration as the Trade Name Holder of the relevant Approved Trade Name
                                                                          (6) In this Rule —
                                                                          (a) "group" has the meaning given in section 446(1) of the Companies Regulations, and
                                                                          (b) "Proposed Same Company Name" means a name which is, due to the application of Rule 19 and Schedule 3, considered the same as either a name appearing in the Registrar's list of company names and differs from that name appearing in the list by any of the matters set out in inverted commas in paragraph 5 of Schedule 3.

                                                                        • 21. Names with connection to Public Authorities

                                                                          Each of the persons and bodies set out in Schedule 4 is specified for the purposes of section 59(1)(b) of the Commercial Licensing Regulations and section 49(1)(c) of the Companies Regulations.

                                                                        • 22. Specified words and expressions to which section 60 of the Commercial Licensing Regulations and section 50 of the Companies Regulations apply

                                                                          The following words and expressions are specified for the purposes of section 60(1) of the Commercial Licensing Regulations and section 50 of the Companies Regulations —

                                                                          (a) the words and expressions set out in Schedule 5,
                                                                          (b) the plural and possessive forms of those words and expressions, and, where relevant, the feminine form, and
                                                                          (c) where relevant, other grammatical forms of those words and expressions.

                                                                        • 23. Interpretation

                                                                          In this Part "permitted characters" has the meaning given in Rule 14(1).

                                                          • PART 5 PART 5 A COMPANY'S NAME

                                                            • SCHEDULE 2 SCHEDULE 2 THE PERFORMANCE OF FUNCTIONS RELATING TO THE RECEIPT OF DOCUMENTS BY THE REGISTRAR AND THEIR REGISTRATION

                                                              Rule 2

                                                              • PART 5 PART 5 TRADING DISCLOSURES

                                                                • 5. 5. Accountancy services

                                                                  (1) Providing accountancy services is a controlled activity if it is carried on by way of business.
                                                                  (2) "Providing accountancy services" means the application of accounting principles or judgement with regard to the circumstances of another person, including but not limited to the following —
                                                                  (a) performing audit, examination, verification, investigation, certification, presentation or review of financial transactions and accounting records for such a person;
                                                                  (b) preparing or certifying reports on audits or examinations of books or records of account, balance sheets, and other financial, accounting and related documents for such a person; or
                                                                  (c) advising such a person on matters relating to accounting procedure and the recording, presentation or certification of financial information or data, including financial information or data required by any law for the time being in force in the Abu Dhabi Global Market.

                                                                  • 5. Granting of licences

                                                                    (1) For the purposes of the Regulations, a licence may be granted in respect of a controlled activity if the applicant satisfies the Registrar that—
                                                                    (a) the proposed controlled activity is consistent with the objectives of the Abu Dhabi Global Market;
                                                                    (b) the applicant is sufficiently capitalised, skilled and qualified to carry on the controlled activities which the applicant proposes to carry on in for from the Abu Dhabi Global Market;
                                                                    (c) the legal form of the applicant is suitable to the controlled activities which the applicant proposes to carry on in or from the Abu Dhabi Global Market;
                                                                    (d) the registered office or branch from which the applicant proposes to carry on the controlled activity is suitable for such purposes; and
                                                                    (e) in the case of applicants who hold or have previously held a licence, the applicant has complied in all material respects with the conditions of such licence,
                                                                    (2) Applicants must also satisfy the conditions of licence specified in Rules 5 to 11, as applicable.
                                                                    (3) If the Registrar is satisfied that the requirements of the Regulations and these Rules are complied with, the Registrar may issue a certificate granting a licence to an applicant. The certificate shall state—
                                                                    (a) the name of the licence holder;
                                                                    (b) the legal form of the licence holder;
                                                                    (c) the name(s) of the authorised signatories of the licence holder, together with a statement as to whether they may act severally or must act jointly;
                                                                    (d) the controlled activity for which the licence holder is licensed;
                                                                    (e) the registered address from which the controlled activity may be carried on; and
                                                                    (f) the dates on which the licence is issued and expires.
                                                                    (4) Where a licence holder proposes to carry on a controlled activity from a branch in the Abu Dhabi Global Market, the Registrar may issue a certificate stating it has registered a branch in the Abu Dhabi Global Market.
                                                                    (5) The Registrar must cause to be published—
                                                                    (a) on its website; or
                                                                    (b) in accordance with section 988 of the Companies Regulations 2015,
                                                                        notice of the certificates issued pursuant to this Rule.

                                                                    • CHAPTER 1 CHAPTER 1 GENERAL REQUIREMENTS

                                                                      • Part 1 Part 1 Interpretation

                                                                        • 24. 24. Legibility of displays and disclosures

                                                                          Any display or disclosure of information required by this Part must be in characters that can be read with the naked eye.

                                                                          • 47. 47. Reservation of trade name

                                                                            (1) Every application for the registration of a company under these Regulations must be preceded or accompanied by an application to reserve a proposed name of that company.
                                                                            (2) The Registrar may make rules and may issue guidance about applications made under sub-section (1). The rules may, in particular, make provision—
                                                                            (a) as to the period of time for which a proposed name is so reserved and the process for extending that period of time,
                                                                            (b) for prohibited or restricted names,
                                                                            (c) as to the form and content of an application, and
                                                                            (d) for fees to be charged.

                                                                            • 1. General

                                                                              (1) If the form of delivery is not specified in this Schedule, the fee specified below is only payable in respect of documents that are delivered in paper form.
                                                                              (2) Where no provision is made for same day registration of the documents required to be delivered to the Registrar in relation to this Schedule, the fee specified below is only payable in respect of the delivery of documents other than for same day registration.

                                                                            • 48. Prohibited names

                                                                              (1) A company must not be registered under these Regulations by a name if, in the opinion of the Registrar—
                                                                              (a) its use by the company would constitute a contravention of these Regulations or any other enactment or rule applicable in the Abu Dhabi Global Market, or
                                                                              (b) it is offensive.

                                                                            • 49. Names suggesting connection with government or public authority

                                                                              (1) The approval of the Registrar is required for a company to be registered under these Regulations with a name that would be likely to give the impression that the company is connected with—
                                                                              (a) the Federal Government of the United Arab Emirates or the Government of any Emirate within the United Arab Emirates,
                                                                              (b) a municipality within the United Arab Emirates,
                                                                              (c) any public authority specified for the purposes of this section pursuant to rules made by the Board, or
                                                                              (d) any other person registered with any governmental authority of the United Arab Emirates or of any Emirate within the United Arab Emirates.
                                                                              (2) For the purposes of this section "public authority" includes any person or body having functions of a public nature.

                                                                            • 50. Other sensitive words or expressions

                                                                              The approval of the Registrar is required for a company to be registered under these Regulations by a name that includes a word or expression for the time being specified in rules made by the Board under this section.

                                                                            • 51. Permitted characters etc

                                                                              (1) The Board may make rules—
                                                                              (a) as to the letters or other characters, signs or symbols (including accents and other diacritical marks) and punctuation that may be used in the name of a company registered under these Regulations, and
                                                                              (b) specifying a standard style or format for the name of a company for the purposes of registration.
                                                                              (2) The rules may prohibit the use of specified characters, signs or symbols when appearing in a specified position (in particular, at the beginning of a name).
                                                                              (3) A company may not be registered under these Regulations by a name that consists of or includes anything that is not permitted in accordance with rules made under this section.
                                                                              (4) In this section "specified" means specified in rules made under this section.

                                                                            • 52. Public limited companies

                                                                              The name of a limited company that is a public company must end with "public limited company","PUBLIC LIMITED COMPANY", "plc", "PLC", "p.l.c." or "P.L.C.".

                                                                            • 53. Private limited companies

                                                                              (1) The name of a limited company that is a private company must end with "limited", "LIMITED", "ltd", "LTD", "l.t.d.", or "L.T.D.".
                                                                              (2) The name of a limited company that is a restricted scope company must end with one of the suffixes provided for by subsection (1) with the addition of the word "restricted".

                                                                            • 54. Inappropriate use of indications of company type or legal form

                                                                              (1) The Board may make rules prohibiting the use in a company name of specified words, expressions or other indications—
                                                                              (a) that are associated with a particular type of company or form of organisation, or
                                                                              (b) that are similar to words, expressions or other indications associated with a particular type of company or form of organisation.
                                                                              (2) The rules may prohibit the use of words, expressions or other indications—
                                                                              (a) in a specified part, or otherwise than in a specified part, of a company's name,
                                                                              (b) in conjunction with, or otherwise than in conjunction with, such other words, expressions or indications as may be specified.
                                                                              (3) A company must not be registered under these Regulations by a name that consists of or includes anything prohibited by rules made under this section.
                                                                              (4) In this section "specified" means specified in rules made under this section.

                                                                        • CHAPTER 2 CHAPTER 2 SIMILARITY TO OTHER NAMES

                                                                          • Part 2 Part 2 Fees Payable

                                                                            • 25. 25. Requirement to display registered name at registered office and inspection place

                                                                              (1) Every company registered under the Companies Regulations and every person licensed under the Commercial Licensing Regulations shall display its full legal name at —
                                                                              (a) its registered office, and
                                                                              (b) in the case of companies registered under the Companies Regulations only, any inspection place.
                                                                              (2) Paragraph (1) shall not apply to any company registered under the Companies Regulations which has at all times since its registration been dormant.
                                                                              (3) Paragraph (1) shall also not apply to the registered office or an inspection place of a person where —
                                                                              (a) in respect of that person, a liquidator, administrator or administrative receiver has been appointed, and
                                                                              (b) the registered office or inspection place is also a place of business of that liquidator, administrator or administrative receiver.

                                                                              • 55. 55. Name not to be the same as another on the Registrar's register of company names

                                                                                (1) A company must not be registered under these Regulations with a name that is the same as another name appearing in the Registrar's register of company names.
                                                                                (2) The Board may make rules supplementing this section.
                                                                                (3) The rules may make provision—
                                                                                (a) as to matters that are to be disregarded, and
                                                                                (b) as to words, expressions, signs or symbols that are, or are not, to be regarded as the same,
                                                                                for the purposes of this section.
                                                                                (4) The rules may provide—
                                                                                (a) that registration by a name that would otherwise be prohibited under this section is permitted—
                                                                                (i) in specified circumstances, or
                                                                                (ii) with specified consent, and
                                                                                (b) that if those circumstances obtain or that consent is given at the time a company is registered by a name, a subsequent change of circumstances or withdrawal of consent does not affect the registration.
                                                                                (5) In this section "specified" means specified in the rules made under this section.

                                                                                • 2. Companies

                                                                                  (1) Subject to paragraph 2(2), in respect of the performance by the Registrar of his functions in relation to the registration of documents delivered to him, the fee specified in relation to each matter below is payable on the registration of the documents so delivered relating to that matter except as provided in sub-paragraph (f) —

                                                                                  Matter in relation to which fee is payable Amount of fee (USD)
                                                                                  (a) for the registration of an application to reserve a name for a company under section 47. 200.00
                                                                                  (b) for the registration of an application to extend the time period for the reservation of a company name. 200.00
                                                                                  (c) for the application for registration of amalgamation. 2,250.00
                                                                                  (d) for the application for administrative restoration. 1,500.00
                                                                                  (e) for the registration of a company under section 11 of the Companies Regulations — 1,500.00
                                                                                    (i) where the required documents are delivered in paper form for same day registration, 2,250.00
                                                                                    (ii) where the required documents are delivered in paper form other than for same day registration 1,875.00
                                                                                  (f) for the re-registration of a company under Part 7 of the Companies Regulations —  
                                                                                    (i) where the required documents are delivered in paper form for same day registration, 2,250.00
                                                                                    (ii) where the required documents are delivered in paper form other than for same day registration, 1,875.00
                                                                                  (g) for the issue to it of a certificate of continuance under Part 7 of the Companies Regulations, 7,500.00
                                                                                  (h) for the re-registration of a company as a private company under section 592 of the Companies Regulations-  
                                                                                    (i) where the required documents are delivered in paper form for same day registration, 2,250.00
                                                                                    (ii) where the required documents are delivered in paper form other than for same day registration, 1,875.00
                                                                                  (i) for the re-registration of a company as a private company under section 607 of the Companies Regulations —  
                                                                                    (i) where the required documents are delivered in paper form for same day registration, 2,250.00
                                                                                    (ii) where the required documents are delivered in paper form other than for same day registration, 1,875.00
                                                                                  (j) for the registration of all relevant documents in paper form in respect of a company delivered during a relevant period payable at the end of that period on the registration of the annual return of the company under section 778 of the Companies Regulations — 125.00
                                                                                  (k) for the registration of a notice of the appointment of an auditor, Nil
                                                                                  (l) for the registration of a notice of the reappointment or change of a company's auditors Nil
                                                                                  (m) for the registration of financial statements Nil
                                                                                  (n) for the registration of a change of name of a company under section 69 of the Companies Regulations (other than a change made in response to: (i) a direction of the Registrar under section 56 of the Companies Regulations, (ii) a determination by the Registrar under section 61 of the Companies Regulations, or (iii) on the restoration of the company to the register under section 891(2)(a)(i) of the Companies Regulations) —  
                                                                                    (i) where the required documents are delivered in paper form for same day registration, 175.00
                                                                                    (ii) where the required documents are delivered in paper form other than for same day registration, 125.00
                                                                                  (o) for the registration of a notice of an amendment to the share capital of a company other than pursuant to sub-paragraphs (q) and (r) below, 100.00
                                                                                  (p) for the registration of the reduction of share capital of a company under section 585 of the Companies Regulations —  
                                                                                    (i) where the required documents are delivered in paper form for same day registration, 150.00
                                                                                    (ii) where the required documents are delivered in paper form other than for same day registration, 125.00
                                                                                  (q) for the registration of the reduction of share capital of a company under section 590 of the Companies Regulations —  
                                                                                    (i) where the required documents are delivered in paper form for same day registration, 150.00
                                                                                    (ii) where the required documents are delivered in paper form other than for same day registration, 125.00
                                                                                  (r) for the registration of a notice of a change to the date of the end of the financial year for a company, Nil
                                                                                  (s) for the registration of a notice of a change in the particulars of any of —(i) the shareholders', (ii) the directors', (iii) the managers', or (iv) the secretary, of a company, 100.00
                                                                                  (t) for the registration of a notice of the appointment or cessation of a director. 100.00
                                                                                  (u) for the registration of a notice of the appointment or cessation of a secretary. 100.00
                                                                                  (v) for the registration of a notice of a change to the address of the registered office of a company. 100.00
                                                                                  (w) for the registration of a notice of an amendment to the memorandum and articles of association of a company. 100.00
                                                                                  (x) for the registration of a notice of an error in documents lodged with the Registrar. 100.00
                                                                                  (y) for the striking off the register of a company's name payable on an application under section 891 of the Companies Regulations, 100.00
                                                                                  (z) for the withdrawal of an application to strike-off the register a company's name 100.00
                                                                                  (aa) for the registration of an application for continuance outside of the Abu Dhabi Global Market under Part 7 of the Companies Regulations. 7,500.00
                                                                                  (2) The fee specified in paragraph 2(n) is not payable where the change of name relates solely to a change in the particular type of company under Part 7 of the Companies Regulations.

                                                                                • 56. Power to direct change of name in case of similarity to existing name

                                                                                  (1) The Registrar may direct a company to change its name if it has been registered in a name that is the same as or, in the opinion of the Registrar, too like—
                                                                                  (a) the name of the Federal Government of the United Arab Emirates or the Government of any Emirate within the United Arab Emirates,
                                                                                  (b) the name of a municipality within the United Arab Emirates,
                                                                                  (c) the name of any public authority specified for the purposes of this section pursuant to rules made by the Board,
                                                                                  (d) the name of any other person registered with any governmental authority of the United Arab Emirates or of any Emirate within the United Arab Emirates,
                                                                                  (e) a name appearing at the time of the registration in the Registrar's register of company names, or
                                                                                  (f) a name that should have appeared in the Registrar's register of company names at that time.
                                                                                  (2) The Registrar may make rules supplementing this section.
                                                                                  (3) The rules may make provision—
                                                                                  (a) as to matters that are to be disregarded, and
                                                                                  (b) as to words, expressions, signs or symbols that are, or are not, to be regarded as the same,
                                                                                  for the purposes of this section.
                                                                                  (4) The rules may provide—
                                                                                  (a) that no direction is to be given under this section in respect of a name—
                                                                                  (i) in specified circumstances, or
                                                                                  (ii) if specified consent is given, and
                                                                                  (b) that a subsequent change of circumstances or withdrawal of consent does not give rise to grounds for a direction under this section.
                                                                                  (5) In this section "specified" means specified in rules made under this section.

                                                                                • 57. Direction to change name: supplementary provisions

                                                                                  (1) The following provisions have effect in relation to a direction under section 56 (power to direct change of name in case of similarity to existing name).
                                                                                  (2) Any such direction—
                                                                                  (a) must be given within twelve months of the company's registration by the name in question, and
                                                                                  (b) must specify the period within which the company is to change its name.
                                                                                  (3) The Registrar may by a further direction extend that period. Any such direction must be given before the end of the period for the time being specified.
                                                                                  (4) A direction under section 56(power to direct change of name in case of similarity to existing name) or this section must be in writing.
                                                                                  (5) If a company fails to comply with the direction, a contravention of these Regulations is committed by—
                                                                                  (a) the company, and
                                                                                  (b) every officer of the company who is in default.
                                                                                  For this purpose a shadow director is treated as an officer of the company.
                                                                                  (6) A person who commits the contravention referred to in subsection (5) shall be liable to a fine of up to level 4.

                                                                                • 58. Objection to company's registered name

                                                                                  (1) A person ("the applicant") may object to a company's registered name on the ground—
                                                                                  (a) that it is the same as a name associated with the applicant in which he has goodwill, or
                                                                                  (b) that it is sufficiently similar to such a name that its use in the Abu Dhabi Global Market would be likely to mislead by suggesting a connection between the company and the applicant.
                                                                                  (2) The objection must be made by application to the Registrar (see section 59 (procedural rules)).
                                                                                  (3) The company concerned shall be the primary respondent to the application. Any of its members or directors may be joined as respondents.
                                                                                  (4) If the ground specified in subsection (1)(a) or (b) is established, it is for the respondents to show—
                                                                                  (a) that the name was registered before the commencement of the activities on which the applicant relies to show goodwill, or
                                                                                  (b) that the company—
                                                                                  (i) is operating under the name, or
                                                                                  (ii) is proposing to do so and has incurred substantial start-up costs in preparation, or
                                                                                  (iii) was formerly operating under the name and is now dormant, or
                                                                                  (c) that the name was registered in the ordinary course of a company formation business and the company is available for sale to the applicant on the standard terms of that business, or
                                                                                  (d) that the name was adopted in good faith, or
                                                                                  (e) that the interests of the applicant are not adversely affected to any significant extent.
                                                                                  If none of those is shown, the objection shall be upheld.
                                                                                  (5) If the facts mentioned in subsection (4)(a), (b) or (c) are established, the objection shall nevertheless be upheld if the applicant shows that the main purpose of the respondents (or any of them) in registering the name was to obtain money (or other consideration) from the applicant or prevent him from registering the name.
                                                                                  (6) If the objection is not upheld under subsection (4) or (5), it shall be dismissed.
                                                                                  (7) In this section "goodwill" includes reputation of any description.

                                                                                • 59. Procedural rules

                                                                                  (1) The Board may make rules about proceedings brought under section 58 (objection to company's registered name).
                                                                                  (2) The rules may, in particular, make provision—
                                                                                  (a) as to how an application is to be made and the form and content of an application or other documents,
                                                                                  (b) for fees to be charged,
                                                                                  (c) about the service of documents and the consequences of failure to serve them,
                                                                                  (d) as to the form and manner in which evidence is to be given,
                                                                                  (e) for circumstances in which hearings are required and those in which they are not,
                                                                                  (f) setting time limits for anything required to be done in connection with the proceedings (and allowing for such limits to be extended, even if they have expired),
                                                                                  (g) enabling the Registrar to strike out an application, or any defence, in whole or in part—
                                                                                  (i) on the ground that it is vexatious, has no reasonable prospect of success or is otherwise misconceived, or
                                                                                  (ii) for failure to comply with the requirements of the rules,
                                                                                  (h) conferring power to order security for costs,
                                                                                  (i) as to how far proceedings are to be held in public,
                                                                                  (j) requiring one party to bear the costs of another and as to the taxing the amount of such costs.

                                                                                • 60. Decision of Registrar to be made available to public

                                                                                  (1) The Registrar must, within 90 days of determining an application under section 58 (objection to company's registered name), make his decision and his reasons for it available to the public.
                                                                                  (2) He may do so by means of a website or by such other means as appear to him to be appropriate.

                                                                                • 61. Order requiring name to be changed

                                                                                  (1) If an application under section 58(objection to company's registered name) is upheld, the Registrar shall serve notice—
                                                                                  (a) requiring the respondent company to change its name to one that is not an offending name, and
                                                                                  (b) requiring all the respondents—
                                                                                  (i) to take all such steps as are within their power to make, or facilitate the making, of that change, and
                                                                                  (ii) not to cause or permit any steps to be taken calculated to result in another company being registered with a name that is an offending name.
                                                                                  (2) An "offending name" means a name that, by reason of its similarity to the name associated with the applicant in which he claims goodwill, would be likely—
                                                                                  (a) to be the subject of a direction under section 56(power to direct change of name in case of similarity to existing name), or
                                                                                  (b) to give rise to a further application under section 58(objection to company's registered name).
                                                                                  (3) The notice must specify a date by which the respondent company's name is to be changed and may be enforced in the same way as an order of the Court.
                                                                                  (4) If the respondent company's name is not changed in accordance with the order by the specified date, the Registrar may determine a new name for the company.
                                                                                  (5) If the Registrar determines a new name for the respondent company he must give notice of his determination—
                                                                                  (a) to the applicant, and
                                                                                  (b) to the respondents.
                                                                                  (6) For the purposes of this section a company's name is changed when the change takes effect in accordance with section 69(1)(change of name: effect).

                                                                                • 62. Appeal from Registrar's decision

                                                                                  (1) An appeal lies to the Court from any decision of the Registrar to uphold or dismiss an application under section 58 (objection to company's registered name).
                                                                                  (2) Notice of appeal against a decision upholding an application must be given before the date specified in the Registrar's notice by which the respondent company's name is to be changed.
                                                                                  (3) If notice of appeal is given against a decision upholding an application, the effect of the Registrar's notice is suspended.
                                                                                  (4) If on appeal the Court—
                                                                                  (a) affirms the decision of the Registrar to uphold the application, or
                                                                                  (b) reverses the decision of the Registrar to dismiss the application,
                                                                                  the Court may (as the case may require) specify the date by which the Registrar's notice is to be complied with, remit the matter to the Registrar or make any order or determination that the Registrar might have made.
                                                                                  (5) If the Court determines a new name for the company it must give notice of the determination—
                                                                                  (a) to the parties to the appeal, and
                                                                                  (b) to the Registrar.

                                                                            • CHAPTER 3 CHAPTER 3 OTHER POWERS OF THE REGISTRAR

                                                                              • 26. 26. Requirement to display registered name at other business locations

                                                                                (1) This Rule applies to a location other than a person's registered office in Abu Dhabi Global Market or, in the case of a company registered under the Companies Regulations, any inspection place.
                                                                                (2) A company registered under the Companies Regulations and every person licensed under the Commercial Licensing Regulations shall display its legal name at any such location at which it carries on business.
                                                                                (3) But paragraph (2) shall not apply to a location which is primarily used for living accommodation.
                                                                                (4) Paragraph (2) shall also not apply to any location at which business is carried on by a person where —
                                                                                (a) in respect of that person, a liquidator, administrator or administrative receiver has been appointed, and
                                                                                (b) the location is also a place of business of that liquidator, administrator or administrative receiver.
                                                                                (5) Paragraph (2) shall also not apply to any location at which business is carried on by a company registered under the Companies Regulations of which every director who is an individual is a relevant director.
                                                                                (6) In this Rule —
                                                                                (a) "administrative receiver" has the meaning given by section 152 of the Insolvency Regulations 2015,
                                                                                (b) "credit reference agency" has the meaning given in section 229(7) of the Companies Regulations,
                                                                                (c) "protected information" has the meaning given in section 226 of the Companies Regulations, and
                                                                                (d) "relevant director" means an individual in respect of whom the Registrar is required by Rules made pursuant to section 229(4) of the Companies Regulations to refrain from disclosing protected information to a credit reference agency.

                                                                                • 63. Provision of misleading information etc

                                                                                  (1) If it appears to the Registrar—
                                                                                  (a) that misleading information has been given for the purposes of a company's registration by a particular name, or
                                                                                  (b) that an undertaking or assurance has been given for that purpose and has not been fulfilled,
                                                                                  the Registrar may direct the company to change its name.
                                                                                  (2) Any such direction—
                                                                                  (a) must be given within five years of the company's registration by that name, and
                                                                                  (b) must specify the period within which the company is to change its name.
                                                                                  (3) The Registrar may by a further direction extend the period within which the company is to change its name.

                                                                                  Any such direction must be given before the end of the period for the time being specified.
                                                                                  (4) A direction under this section must be in writing.
                                                                                  (5) If a company fails to comply with a direction under this section, a contravention of these Regulations is committed by—
                                                                                  (a) the company, and
                                                                                  (b) every officer of the company who is in default.
                                                                                  For this purpose a shadow director is treated as an officer of the company.
                                                                                  (6) A person who commits the contravention referred to in subsection (5) shall be liable to a fine of up to level 7.

                                                                                • 64. Misleading indication of activities

                                                                                  (1) If in the opinion of the Registrar the name by which a company is registered gives so misleading an indication of the nature of its activities as to be likely to cause harm to the public, the Registrar may direct the company to change its name.
                                                                                  (2) The direction must be in writing.
                                                                                  (3) The direction must be complied with within a period of six weeks from the date of the direction or such longer period as the Registrar may think fit to allow.

                                                                                  This does not apply if an application is duly made to the Court under the following provisions.
                                                                                  (4) The company may apply to the Court to set the direction aside.

                                                                                  The application must be made within the period of three weeks from the date of the direction.
                                                                                  (5) The Court may set the direction aside or confirm it.

                                                                                  If the direction is confirmed, the Court shall specify the period within which the direction is to be complied with.
                                                                                  (6) If a company fails to comply with a direction under this section, a contravention of these Regulations is committed by—
                                                                                  (a) the company, and
                                                                                  (b) every officer of the company who is in default.
                                                                                  For this purpose a shadow director is treated as an officer of the company.
                                                                                  (7) A person who commits the contravention referred to in subsection (6) shall be liable to a fine of up to level 4.

                                                                              • CHAPTER 4 CHAPTER 4 CHANGE OF NAME

                                                                                • 27. 27. Manner of display of name

                                                                                  (1) This Rule applies where a person is required to display its legal name at any office, place or location.
                                                                                  (2) Where that office, place or location is shared by no more than five persons who are subject to the requirement to display their legal name at any office, place or location, the registered name shall be so positioned that it may be easily seen by any visitor to that office, place or location and shall be displayed continuously.

                                                                                  • 65. Change of name

                                                                                    (1) A company may change its name—
                                                                                    (a) by special resolution (see section 66 (change of name by special resolution)), or
                                                                                    (b) by other means provided for by the company's articles (see section 67 (change of name by means provided for in company's articles)).
                                                                                    (2) The name of a company may also be changed—
                                                                                    (a) on the determination of a new name by the Registrar under section 61 (order requiring name to be changed),
                                                                                    (b) on the determination of a new name by the Court under section 62(appeal from Registrar's decision),
                                                                                    (c) under section 891(company's name on restoration).

                                                                                  • 66. Change of name by special resolution

                                                                                    (1) Where a change of name has been agreed to by a company by special resolution, the company must give notice to the Registrar.

                                                                                    This is in addition to the obligation to forward a copy of the resolution to the Registrar.
                                                                                    (2) Where a change of name by special resolution is conditional on the occurrence of an event, the notice given to the Registrar of the change must—
                                                                                    (a) specify that the change is conditional, and
                                                                                    (b) state whether the event has occurred.
                                                                                    (3) If the notice states that the event has not occurred—
                                                                                    (a) the Registrar is not required to act under section 68 (change of name: registration and issue of new certificate of incorporation) until further notice,
                                                                                    (b) when the event occurs, the company must give notice to the Registrar stating that it has occurred, and
                                                                                    (c) the Registrar may rely on the statement as sufficient evidence of the matters stated in it.

                                                                                  • 67. Change of name by means provided for in company's articles

                                                                                    (1) Where a change of a company's name has been made by other means provided for by its articles—
                                                                                    (a) the company must give notice to the Registrar, and
                                                                                    (b) the notice must be accompanied by a statement that the change of name has been made by means provided for by the company's articles.
                                                                                    (2) The Registrar may rely on the statement as sufficient evidence of the matters stated in it.

                                                                                  • 68. Change of name: registration and issue of new certificate of incorporation

                                                                                    (1) This section applies where the Registrar receives notice of a change of a company's name.
                                                                                    (2) If the Registrar is satisfied—
                                                                                    (a) that the new name complies with the requirements of this Part, and
                                                                                    (b) that the requirements of these Regulations, and any relevant requirements of the company's articles, with respect to a change of name are complied with,
                                                                                    the Registrar must enter the new name on the register in place of the former name.
                                                                                    (3) On the registration of the new name, the Registrar must issue a certificate of incorporation altered to meet the circumstances of the case.

                                                                                  • 69. Change of name: effect

                                                                                    (1) A change of a company's name has effect from the date on which the new certificate of incorporation is issued.
                                                                                    (2) The change does not affect any rights or obligations of the company or render defective any legal proceedings by or against it.
                                                                                    (3) Any legal proceedings that might have been continued or commenced against it by its former name may be continued or commenced against it by its new name.

                                                                                • CHAPTER 5 CHAPTER 5 TRADING DISCLOSURES

                                                                                  • 28. 28. Name to appear in communications

                                                                                    (1) Every company registered under the Companies Regulations and every person licensed under the Commercial Licensing Regulations shall disclose its legal name on —
                                                                                    (a) its business letters, notices and other official publications,
                                                                                    (b) its bills of exchange, promissory notes, endorsements and order forms,
                                                                                    (c) cheques purporting to be signed by or on behalf of that person,
                                                                                    (d) orders for money, goods or services purporting to be signed by or on behalf of the company,
                                                                                    (e) its bills of parcels, invoices and other demands for payment, receipts and letters of credit,
                                                                                    (f) its applications for licences to carry on a controlled activity in or from the Abu Dhabi Global Market (including any application for the issuance or renewal of a licence under the Commercial Licensing Regulations), and
                                                                                    (g) all other forms of its business correspondence and documentation.
                                                                                    (2) Every company registered under the Companies Regulations and every person licensed under the Commercial Licensing Regulations shall disclose its legal name on its website(s).

                                                                                    • 70. Requirement to disclose company name etc

                                                                                      (1) The Board may make rules requiring companies—
                                                                                      (a) to display specified information in specified locations,
                                                                                      (b) to state specified information in specified descriptions of document or communication, and
                                                                                      (c) to provide specified information on request to those they deal with in the course of their business.
                                                                                      (2) The rules—
                                                                                      (a) must in every case require disclosure of the name of the company,
                                                                                      (b) may make provision as to the manner in which any specified information is to be displayed, stated or provided, and
                                                                                      (c) may declare specified companies exempt in whole or in part from the requirements imposed under this section.
                                                                                      (3) The rules may provide that, for the purposes of any requirement to disclose a company's name, any variation between a word or words required to be part of the name and a permitted abbreviation of that word or those words (or vice versa) shall be disregarded.
                                                                                      (4) In this section "specified" means specified in the rules made under this section.

                                                                                    • 71. Consequences of failure to make required disclosure

                                                                                      (1) This section applies to any legal proceedings brought by a company to which section 70(requirement to disclose company name etc) applies to enforce a right arising out of a contract made in the course of a business in respect of which the company was, at the time the contract was made, in breach of rules under that section.
                                                                                      (2) The proceedings shall be dismissed if the defendant to the proceedings shows—
                                                                                      (a) that he has a claim against the claimant arising out of the contract that he has been unable to pursue by reason of the latter's breach of the rules, or
                                                                                      (b) that he has suffered some financial loss in connection with the contract by reason of the claimant's breach of the rules,
                                                                                      unless the Court before which the proceedings are brought is satisfied that it is just and equitable to permit the proceedings to continue.
                                                                                      (3) This section does not affect the right of any person to enforce such rights as he may have against another person in any proceedings brought by that person.

                                                                                    • 72. Consequences of failure to make required disclosures

                                                                                      (1) Rules under section 70(requirement to disclose company name etc)may provide—
                                                                                      (a) that where a company fails, without reasonable excuse, to comply with any specified requirement of rules under that section a contravention of these Regulations is committed by—
                                                                                      (i) the company, and
                                                                                      (ii) every officer of the company who is in default,
                                                                                      (b) that a person who commits the contravention referred to in subsection (1)(a) shall be to a level 1 fine.
                                                                                      (2) The rules may provide that, for the purposes of any provision made under subsection (1), a shadow director of the company is to be treated as an officer of the company.
                                                                                      (3) In subsection (1)(a) "specified" means specified in the rules.

                                                                                    • 73. Minor variations in form of name to be left out of account

                                                                                      (1) For the purposes of this Chapter, in considering a company's name no account is to be taken of—
                                                                                      (a) whether upper or lower case characters (or a combination of the two) are used,
                                                                                      (b) whether diacritical marks or punctuation are present or absent, or
                                                                                      (c) whether the name is in the same format or style as is specified under section 51(1)(b)(permitted characters etc) for the purposes of registration,
                                                                                      provided there is no real likelihood of names differing only in those respects being taken to be different names.
                                                                                      (2) This does not affect the operation of regulations under section 51(1)(a)(permitted characters etc) permitting only specified characters, diacritical marks or punctuation.

                                                                                  • 29. Further particulars to appear in business letters, order forms and websites

                                                                                    (1) Every company registered under the Companies Regulations shall disclose the particulars set out in paragraph (2) on —
                                                                                    (a) its business letters,
                                                                                    (b) its order forms, and
                                                                                    (c) its websites.
                                                                                    (2) The particulars are —
                                                                                    (a) the company's registered number, and
                                                                                    (b) the address of the company's registered office.

                                                                                  • 30. Disclosure of names of directors

                                                                                    (1) Where a company registered under the Company Regulation's business letter includes the name of any director of that company, other than in the text or as a signatory, the letter must disclose the name of every director of that company.
                                                                                    (2) In paragraph (1), "name" has the following meanings —
                                                                                    (a) in the case of a director who is an individual, "name" has the meaning given in section 154(2) of the Companies Regulations, and
                                                                                    (b) in the case of a director who is a body corporate or a firm that is a legal person under the law by which it is governed, "name" means corporate name or firm name.

                                                                                  • 31. Disclosures relating to registered office and inspection place

                                                                                    (1) A company registered under the Companies Regulations shall disclose —
                                                                                    (a) the address of its registered office,
                                                                                    (b) any inspection place, and
                                                                                    (c) the type of company records which are kept at that office or place, to any person it deals with in the course of business who makes a written request to the company for that information.
                                                                                    (2) The company shall send a written response to that person within five working days of the receipt of that request.

                                                                                  • 32. Interpretation

                                                                                    In this Part —

                                                                                    (a) "company record" means —
                                                                                    (i) any register, index, accounting records, agreement, memorandum, minutes or other document required by the Companies Regulations to be kept by a company, and
                                                                                    (ii) any register kept by a company of its debenture holders,
                                                                                    (b) "inspection place" means any location, other than a company's registered office, at which a company keeps available for inspection any company record which it is required under the Companies Regulations to keep available for inspection,
                                                                                    (c) a reference to any type of document is a reference to a document of that type in hard copy, electronic or any other form, and
                                                                                    (d) in relation to a company, a reference to "its websites" includes a reference to any part of a website relating to that company which that company has caused or authorised to appear.

                                                                  • PART 6 PART 6 A COMPANY'S REGISTERED OFFICE

                                                                    • SCHEDULE 3 SCHEDULE 3 THE PERFORMANCE OF FUNCTIONS RELATING TO THE INSPECTION OR PROVISION OF COPIES OF DOCUMENTS KEPT BY THE REGISTRAR

                                                                      Rule 3

                                                                      Fees Payable

                                                                      • SCHEDULE 1 SCHEDULE 1 Characters, Signs, Symbols (including Accents and other Diacritical Marks) and Punctuation

                                                                        Table 1

                                                                        Table 2

                                                                        Column 1 (type of punctuation) Column 2 (punctuation mark)
                                                                        Apostrophe

                                                                        '
                                                                        Bracket (
                                                                        )
                                                                        [
                                                                        ]
                                                                        {
                                                                        }
                                                                        <
                                                                        >
                                                                        Exclamation mark !
                                                                        Guillemet «
                                                                        »
                                                                        Inverted comma

                                                                        "
                                                                        Question mark
                                                                        Solidus
                                                                        ?
                                                                        \
                                                                        /

                                                                        Table 3

                                                                        Signs and symbols
                                                                        *
                                                                        =
                                                                        #
                                                                        %
                                                                        ±

                                                                        • 6. 6. Insolvency practitioner services

                                                                          (1) Providing insolvency practitioner services is a controlled activity if it is carried on by way of business.
                                                                          (2) "Providing insolvency practitioner services" means being appointed as or serving as in relation to a body corporate —
                                                                          (a) a receiver;
                                                                          (b) an administrative receiver;
                                                                          (c) an administrator;
                                                                          (d) an administrator of a Deed of Company Arrangement;
                                                                          (e) a liquidator; or
                                                                          (f) a provisional liquidator,
                                                                          in each case under the Insolvency Regulations 2015.

                                                                          • 6. General conditions of licence for all licence holders

                                                                            A licence holder must—
                                                                            (a) only carry out the controlled activity to which its licence relates from the address stated on its licence and maintain the right to use such premises for that purpose;
                                                                            (b) maintain compliance with—
                                                                            i. any obligation imposed from time to time upon him or his connected persons by or under any enactment (including the Regulations and these Rules) or any other law applicable in the Abu Dhabi Global Market; and
                                                                            ii. any licence, authorisation or approval requirement imposed by any Federal Law having application in the Abu Dhabi Global Market and to which the licence holder is subject in relation to his activities in the Abu Dhabi Global Market;
                                                                            (c) at all times put in place suitable arrangements to ensure that he will comply with the obligations referred to in paragraph (1)(b);
                                                                            (d) at all times maintain at least one (1) authorised signatory who holds a residency visa issued by a competent authority in the United Arab Emirates;
                                                                            (e) comply with the Business and Company Names Rules 2016;
                                                                            (f) comply with any other conditions and requirements specified in writing by the Registrar; and
                                                                            (g) have paid any fees and dues owed to the Registrar pursuant to the Regulations or any rules made thereunder.

                                                                            • General

                                                                              • 1. 1. Inspection and provision of documents in electronic form on the Registrar's Website

                                                                                In respect of the performance of the Registrar's functions in relation to the inspection of the register and the provision of copies of material on the register, where an application for inspection or a copy is made by means of RW, the following fees are payable —

                                                                                Matter in relation to which fee is payable Amount of fee (USD)
                                                                                (a) for the inspection by means of RW of particulars of directorships held by a named person, Nil
                                                                                (b) for the inspection by means of RW of a statement of particulars of a charge registered in respect of a company, Nil
                                                                                (c) for a copy provided by means of RW (without prior inspection) of a document in respect of a company, 100.00
                                                                                (d) for the inspection and provision of a copy of a document, by means of RW, in respect of a company, 100.00
                                                                                (e) for a copy of a document or extract from a document in paper form, certified under section 965 of the Companies Regulations in relation to companies, applied for by means of RW- 100.00
                                                                                  (i) where that copy is made available for collection at the RHO other than for same day collection, 100.00
                                                                                  (ii) where that copy is made available for collection at the RHO for same day collection, 100.00
                                                                                (f) for a copy certificate of incorporation in paper form under section 940 of the Companies Regulations, in relation to companies, applied for by means of RW and made available for collection at the RHO- 100.00

                                                                                • 74. A company's registered office

                                                                                  A company must at all times have a registered office in the Abu Dhabi Global Market to which all communications and notices may be addressed.

                                                                                • 75. Change of address of registered office

                                                                                  (1) A company may change the address of its registered office by giving notice to the Registrar.
                                                                                  (2) The change takes effect upon the notice being registered by the Registrar, but until the end of the period of 14 days beginning with the date on which it is registered a person may validly serve any document on the company at the address previously registered.
                                                                                  (3) For the purposes of any duty of a company—
                                                                                  (a) to keep available for inspection at its registered office any register, index or other document, or
                                                                                  (b) to mention the address of its registered office in any document,
                                                                                  a company that has given notice to the Registrar of a change in the address of its registered office may act on the change as from such date, not more than 14 days after the notice is given, as it may determine.
                                                                                  (4) Where a company unavoidably ceases to perform at its registered office any such duty as is mentioned in subsection (3)(a) in circumstances in which it was not practicable to give prior notice to the Registrar of a change in the address of its registered office, but—
                                                                                  (a) resumes performance of that duty at other premises as soon as practicable, and
                                                                                  (b) gives notice accordingly to the Registrar of a change in the situation of its registered office within 14 days of doing so,
                                                                                  it is not to be treated as having failed to comply with that duty.

                                                                          • PART 7 PART 7 RE-REGISTRATION AND CONTINUANCE

                                                                            • SCHEDULE 2 SCHEDULE 2 Specified Words, Expressions and Abbreviations

                                                                              1. The words and abbreviations specified are —
                                                                              (a) "LIMITED" or (with or without full stops) the abbreviation "LTD", and
                                                                              (b) "UNLIMITED".
                                                                              2. The words and abbreviations specified as similar to the word and abbreviation set out in inverted commas in paragraph 1 are any in which —
                                                                              (a) one or more characters has been omitted,
                                                                              (b) one or more characters, signs, symbols or punctuation has been added, or
                                                                              (c) each of one or more characters has been substituted by one or more other characters, signs, symbols or punctuation,
                                                                              in such a way as to be likely to mislead the public as to the legal form of a business if included in a business name.
                                                                              3. The expressions and abbreviations specified are —
                                                                              (a) "LIMITED LIABILITY COMPANY" or (with or without full stops) the abbreviation "LLC",
                                                                              (b) "PRIVATE JOINT STOCK COMPANY" or (with or without full stops) the abbreviation "JSC",
                                                                              (c) "PUBLIC JOINT STOCK COMPANY" or (with or without full stops) the abbreviation "PJSC",
                                                                              (d) "PUBLIC LIMITED COMPANY" or (with or without full stops) the abbreviation "PLC",
                                                                              (e) "RESTRICTED SCOPE COMPANY" or (with or without full stops) the abbreviation "RSC", and
                                                                              (f) "LIMITED PARTNERSHIP" or (with or without full stops) the abbreviation "LP".
                                                                              4. The expressions and abbreviations specified as similar to the expressions and abbreviations set out in inverted commas in paragraph 3 are any in which —
                                                                              (a) one or more characters has been omitted,
                                                                              (b) one or more characters, signs, symbols or punctuation has been added, or
                                                                              (c) each of one or more characters has been substituted by one or more other characters, signs, symbols or punctuation,
                                                                              in such a way as to be likely to mislead the public as to the legal form of a business if included in a business name.

                                                                              • 7. 7. Other economic activities

                                                                                Any economic activity, other than the activities specified in Rules 3, 4, 5 and 6, is a controlled activity, if it is carried on by way of business.

                                                                                • 7. General conditions of licence for branches

                                                                                  (1) A licence holder must, in any written communication originating in or from the Abu Dhabi Global Market or related to any activity of the body corporate carried on in or from the Abu Dhabi Global Market, state after its full legal name either the words "(ADGM branch of non-ADGM body corporate)" or the words "(ADGM branch)".
                                                                                  (2) A licence holder must—
                                                                                  (a) ensure that any obligation imposed from time to time upon him or his connected persons by or under any enactment (including the Regulations and these Rules), any other law applicable in the Abu Dhabi Global Market are complied with; and
                                                                                  (b) at all times put in place suitable arrangements to ensure that he will comply with the obligations referred to in paragraph (2)(a).
                                                                                  (3) A Branch shall keep adequate accounting records with respect to all sums of money received and expended by the Branch and all sales and purchases of goods and services and other transactions by the Branch and the assets and liabilities of the Branch. Such Records shall be sufficient to show and explain all transactions by the Branch and must be such as to—
                                                                                  (a) disclose with reasonable accuracy the financial position of the Branch at any time; and
                                                                                  (b) enable the directors to ensure that any accounts prepared by the Branch comply with the requirements of these Rules.
                                                                                  (4) The Branch’s accounting Records shall be—
                                                                                  (a) kept at the Branch’s registered office;
                                                                                  (b) preserved by the Branch for at least ten years from the date on which they are made; and
                                                                                  (c) at all reasonable times open to inspection by the directors of the relevant non-ADGM body corporate.
                                                                                  (5) Not later than 14 days after the Registrar sends a written request to the Branch’s registered office, the Branch must deliver to the Registrar a copy of all requested accounting records.
                                                                                  (6) A licence holder must within 14 days notify the Registrar of any decision to cease to carry on any controlled activity to which its licence relates from any address stated on its licence, by filing a branch deregistration application containing the prescribed information.
                                                                                  (7) A licence holder must within one month of the change deliver to the Registrar a return containing details of any alteration to the information delivered under Rule 2(d) to (f) and Rule 3(1).

                                                                                  • CHAPTER 1 CHAPTER 1 RE-REGISTRATION AS A MEANS OF ALTERING A COMPANY'S STATUS

                                                                                    • Introductory

                                                                                      • 76. Alteration of status by re-registration

                                                                                        A company may by re-registration under this Part alter its status—

                                                                                        (a) from a private company to a public company (see sections 77 (re-registration of private company as public) to 80 (issue of certificate of incorporation on re-registration)),
                                                                                        (b) from a public company to a private company (see sections 81 (re-registration of public company as private) to 85 (issue of certificate of incorporation on re-registration)),
                                                                                        (c) from a private limited company to an unlimited company (see sections 86 (re-registration of private limited company as unlimited) to 88 (issue of certificate of incorporation on re-registration)),
                                                                                        (d) from an unlimited company to a limited company (see sections 89 (re-registration of unlimited company as limited) to 92 (statement of capital required where company already has share capital),
                                                                                        (e) from a public company to an unlimited private company (see sections 93 (re-registration of public company as private and unlimited) to 95 (issue of certificate of incorporation on re-registration)), and
                                                                                        (f) from a restricted scope company to a non-restricted scope company (see sections 96 (re-registration of a restricted scope company as a non-restricted scope company) to 99 (issue of certificate of incorporation on re-registration)).

                                                                                      • 77. Re-registration of private company as public

                                                                                        (1) A private company (whether limited or unlimited and whether it is a restricted scope company or not) may be re-registered as a public company limited by shares if—
                                                                                        (a) a special resolution that it should be so re-registered is passed,
                                                                                        (b) the conditions specified below are met, and
                                                                                        (c) an application for re-registration is delivered to the Registrar in accordance with section 78 (application and accompanying documents), together with—
                                                                                        (i) the other documents required by that section, and
                                                                                        (ii) a statement of compliance.
                                                                                        (2) The conditions are—
                                                                                        (a) that the company has a share capital not less than the authorised minimum required for a public company, and
                                                                                        (b) that the company has not previously been re-registered as unlimited.
                                                                                        (3) The company must make such changes—
                                                                                        (a) in its name, and
                                                                                        (b) in its articles,
                                                                                        as are necessary in connection with its becoming a public company.
                                                                                        (4) If the company is unlimited it must also make such changes in its articles as are necessary in connection with its becoming a company limited by shares.

                                                                                      • 78. Application and accompanying documents

                                                                                        (1) An application for re-registration as a public company must contain—
                                                                                        (a) a statement of the company's proposed name on re-registration, and
                                                                                        (b) in the case of a company without a secretary, a statement of the company's proposed secretary (see section 79 (statement of proposed secretary)).
                                                                                        (2) The application must be accompanied by—
                                                                                        (a) a copy of the special resolution that the company should re-register as a public company (unless a copy has already been forwarded to the Registrar under Chapter 3 of Part 3),
                                                                                        (b) a copy of the company's articles as proposed to be amended,
                                                                                        (c) a balance sheet prepared as at a date not more than seven months before the date on which the application is delivered to the Registrar, and
                                                                                        (d) an unqualified report by the company's auditor on that balance sheet.
                                                                                        (3) The statement of compliance required to be delivered together with the application is a statement that the requirements of this Part as to re-registration as a public company have been complied with.
                                                                                        (4) The Registrar may accept the statement of compliance as sufficient evidence that the company is entitled to be re-registered as a public company.

                                                                                      • 79. Statement of proposed secretary

                                                                                        (1) The statement of the company's proposed secretary must contain the required particulars of the person who is or the persons who are to be the secretary or joint secretaries of the company.
                                                                                        (2) The required particulars are the particulars that will be required to be stated in the company's register of secretaries (see sections 294 (particulars of secretaries to be registered: individuals)and295 (particulars of secretaries to be registered: corporate secretaries and firms)).
                                                                                        (3) The statement must also contain a consent by the person named as secretary, or each of the persons named as joint secretaries, to act in the relevant capacity. If all the partners in a firm are to be joint secretaries, consent may be given by one partner on behalf of all of them.

                                                                                      • 80. Issue of certificate of incorporation on re-registration

                                                                                        (1) If on an application for re-registration as a public company the Registrar is satisfied that the company is entitled to be so re-registered, the company shall be re-registered accordingly.
                                                                                        (2) The Registrar must issue a certificate of incorporation altered to meet the circumstances of the case.
                                                                                        (3) The certificate must state that it is issued on re-registration and the date on which it is issued.
                                                                                        (4) On the issue of the certificate—
                                                                                        (a) the company by virtue of the issue of the certificate becomes a public company,
                                                                                        (b) the changes in the company's name and articles take effect, and
                                                                                        (c) where the application contained a statement under section 79 (statement of proposed secretary), the person or persons named in the statement as secretary or joint secretary of the company are deemed to have been appointed to that office.
                                                                                        (5) The certificate is conclusive evidence that the requirements of these Regulations as to re-registration have been complied with.

                                                                                      • 81. Re-registration of public company as private limited company

                                                                                        (1) A public company may be re-registered as a private limited company if—
                                                                                        (a) a special resolution that it should be so re-registered is passed, and
                                                                                        (b) an application for re-registration is delivered to the Registrar in accordance with section 84 (application and accompanying documents), together with—
                                                                                        (i) the other documents required by that section, and
                                                                                        (ii) a statement of compliance.
                                                                                        (2) The company must make such changes—
                                                                                        (a) in its name, and
                                                                                        (b) in its articles,
                                                                                        as are necessary in connection with its becoming a private company limited by shares or, as the case may be, by guarantee.

                                                                                      • 82. Application to Court to cancel resolution

                                                                                        (1) Where a special resolution by a public company to be re-registered as a private limited company has been passed, an application to the Court for the cancellation of the resolution may be made—
                                                                                        (a) by the holders of not less in the aggregate than 5% of the company's issued share capital or any class of the company's issued share capital (disregarding any shares held by the company as treasury shares),
                                                                                        (b) if the company is not limited by shares, by not less than 5% of its members, or
                                                                                        (c) by not less than 50 of the company's members,
                                                                                        but not by a person who has consented to or voted in favour of the resolution.
                                                                                        (2) The application must be made within 28 days after the passing of the resolution and may be made on behalf of the persons entitled to make it by such one or more of their number as they may appoint for the purpose.
                                                                                        (3) On the hearing of the application the Court shall make an order either cancelling or confirming the resolution.
                                                                                        (4) The Court may—
                                                                                        (a) make that order on such terms and conditions as it thinks fit,
                                                                                        (b) if it thinks fit adjourn the proceedings in order that an arrangement may be made to the satisfaction of the Court for the purchase of the interests of dissentient members, and
                                                                                        (c) give such directions, and make such orders, as it thinks expedient for facilitating or carrying into effect any such arrangement.
                                                                                        (5) The Court's order may, if the Court thinks fit—
                                                                                        (a) provide for the purchase by the company of the shares of any of its members and for the reduction accordingly of the company's capital, and
                                                                                        (b) make such alteration in the company's articles as may be required in consequence of that provision.
                                                                                        (6) The Court's order may, if the Court thinks fit, require the company not to make any, or any specified, amendments to its articles without the leave of the Court.

                                                                                      • 83. Notice to Registrar of Court application or order

                                                                                        (1) On making an application under section 82 (application to Court to cancel resolution) the applicants, or the person making the application on their behalf, must immediately give notice to the Registrar.

                                                                                        This is without prejudice to any provision of rules of Court as to service of notice of the application.
                                                                                        (2) On being served with notice of any such application, the company must immediately give notice to the Registrar.
                                                                                        (3) Within 14 days of the making of the Court's order on the application, or such longer period as the Court may at any time direct, the company must deliver to the Registrar a copy of the order.
                                                                                        (4) If a company fails to comply with subsection (2) or (3) a contravention of these Regulations is committed by—
                                                                                        (a) the company, and
                                                                                        (b) every officer of the company who is in default.
                                                                                        (5) A person who commits the contravention referred to in subsection (4) shall be liable to a level 2 fine.

                                                                                      • 84. Application and accompanying documents

                                                                                        (1) An application for re-registration as a private limited company must contain a statement of the company's proposed name on re-registration.
                                                                                        (2) The application must be accompanied by—
                                                                                        (a) a copy of the resolution that the company should re-register as a private limited company (unless a copy has already been forwarded to the Registrar under Chapter 3 of Part 3), and
                                                                                        (b) a copy of the company's articles as proposed to be amended.
                                                                                        (3) The statement of compliance required to be delivered together with the application is a statement that the requirements of this Part as to re-registration as a private limited company have been complied with.
                                                                                        (4) The Registrar may accept the statement of compliance as sufficient evidence that the company is entitled to be re-registered as a private limited company.

                                                                                      • 85. Issue of certificate of incorporation on re-registration

                                                                                        (1) If on an application for re-registration as a private limited company the Registrar is satisfied that the company is entitled to be so re-registered, the company shall be reregistered accordingly.
                                                                                        (2) The Registrar must issue a certificate of incorporation altered to meet the circumstances of the case.
                                                                                        (3) The certificate must state that it is issued on re-registration and the date on which it is issued.
                                                                                        (4) On the issue of the certificate—
                                                                                        (a) the company by virtue of the issue of the certificate becomes a private limited company, and
                                                                                        (b) the changes in the company's name and articles take effect.
                                                                                        (5) The certificate is conclusive evidence that the requirements of these Regulations as to re-registration have been complied with.

                                                                                      • 86. Re-registration of private limited company as unlimited

                                                                                        (1) A private limited company may be re-registered as an unlimited company if—
                                                                                        (a) all the members of the company have assented to its being so re-registered,
                                                                                        (b) the condition specified below is met, and an application for re-registration is delivered to the Registrar in accordance with section 87 (application and accompanying documents), together with—
                                                                                        (i) the other documents required by that section, and
                                                                                        (ii) a statement of compliance.
                                                                                        (2) The condition is that the company has not previously been re-registered as limited.
                                                                                        (3) The company must make such changes in its name and its articles—
                                                                                        (a) as are necessary in connection with its becoming an unlimited company, and
                                                                                        (b) if it is to have a share capital, as are necessary in connection with its becoming an unlimited company having a share capital.
                                                                                        (4) For the purposes of this section—
                                                                                        (a) a person appointed by a competent Court or by law to manage the affairs of a bankrupt member of the company is entitled, to the exclusion of the member, to assent to the company's becoming unlimited, and
                                                                                        (b) the personal representative of a deceased member of the company may assent on behalf of the deceased.

                                                                                      • 87. Application and accompanying documents

                                                                                        (1) An application for re-registration as an unlimited company must contain a statement of the company's proposed name on re-registration.
                                                                                        (2) The application must be accompanied by—
                                                                                        (a) the prescribed form of assent to the company's being registered as an unlimited company, authenticated by or on behalf of all the members of the company, and
                                                                                        (b) a copy of the company's articles as proposed to be amended.
                                                                                        (3) The statement of compliance required to be delivered together with the application is a statement that the requirements of this Part as to re-registration as an unlimited company have been complied with.
                                                                                        (4) The statement of compliance must contain a statement by the directors of the company—
                                                                                        (a) that the persons by whom or on whose behalf the form of assent is authenticated constitute the whole membership of the company, and
                                                                                        (b) if any of the members have not authenticated that form themselves, that the directors have taken all reasonable steps to satisfy themselves that each person who authenticated it on behalf of a member was lawfully empowered to do so.
                                                                                        (5) The Registrar may accept the statement of compliance as sufficient evidence that the company is entitled to be re-registered as an unlimited company.

                                                                                      • 88. Issue of certificate of incorporation on re-registration

                                                                                        (1) If on an application for re-registration of a private limited company as an unlimited company the Registrar is satisfied that the company is entitled to be so re-registered, the company shall be re-registered accordingly.
                                                                                        (2) The Registrar must issue a certificate of incorporation altered to meet the circumstances of the case.
                                                                                        (3) The certificate must state that it is issued on re-registration and the date on which it is issued.
                                                                                        (4) On the issue of the certificate—
                                                                                        (a) the company by virtue of the issue of the certificate becomes an unlimited company, and
                                                                                        (b) the changes in the company's name and articles take effect.
                                                                                        (5) The certificate is conclusive evidence that the requirements of these Regulations as to re-registration have been complied with.

                                                                                      • 89. Re-registration of unlimited company as limited

                                                                                        (1) An unlimited company may be re-registered as a private limited company if—
                                                                                        (a) a special resolution that it should be so re-registered is passed,
                                                                                        (b) the condition specified below is met, and
                                                                                        (c) an application for re-registration is delivered to the Registrar in accordance with section 90 (application and accompanying documents), together with—
                                                                                        (i) the other documents required by that section, and
                                                                                        (ii) a statement of compliance.
                                                                                        (2) The condition is that the company has not previously been re-registered as unlimited.
                                                                                        (3) The special resolution must state whether the company is to be limited by shares or by guarantee.
                                                                                        (4) The company must make such changes—
                                                                                        (a) in its name, and
                                                                                        (b) in its articles,
                                                                                        as are necessary in connection with its becoming a company limited by shares or, as the case may be, by guarantee.

                                                                                      • 90. Application and accompanying documents

                                                                                        (1) An application for re-registration as a limited company must contain a statement of the company's proposed name on re-registration.
                                                                                        (2) The application must be accompanied by—
                                                                                        (a) a copy of the resolution that the company should re-register as a private limited company (unless a copy has already been forwarded to the Registrar under Chapter 3 of Part 3),
                                                                                        (b) if the company is to be limited by guarantee, a statement of guarantee,
                                                                                        (c) a copy of the company's articles as proposed to be amended.
                                                                                        (3) The statement of guarantee required to be delivered in the case of a company that is to be limited by guarantee must state that each member undertakes that, if the company is wound up while he is a member, or within one year after he ceases to be a member, he will contribute to the assets of the company such amount as may be required for—
                                                                                        (a) payment of the debts and liabilities of the company contracted before he ceases to be a member,
                                                                                        (b) payment of the costs, charges and expenses of winding up, and
                                                                                        (c) adjustment of the rights of the contributories among themselves,
                                                                                        not exceeding a specified amount.
                                                                                        (4) The statement of compliance required to be delivered together with the application is a statement that the requirements of this Part as to re-registration as a limited company have been complied with.
                                                                                        (5) The Registrar may accept the statement of compliance as sufficient evidence that the company is entitled to be re-registered as a limited company.

                                                                                      • 91. Issue of certificate of incorporation on re-registration

                                                                                        (1) If on an application for re-registration of an unlimited company as a limited company the Registrar is satisfied that the company is entitled to be so re-registered, the company shall be re-registered accordingly.
                                                                                        (2) The Registrar must issue a certificate of incorporation altered to meet the circumstances of the case.
                                                                                        (3) The certificate must state that it is issued on re-registration and the date on which it is so issued.
                                                                                        (4) On the issue of the certificate—
                                                                                        (a) the company by virtue of the issue of the certificate becomes a limited company, and
                                                                                        (b) the changes in the company's name and articles take effect.
                                                                                        (5) The certificate is conclusive evidence that the requirements of these Regulations as to re-registration have been complied with.

                                                                                      • 92. Statement of capital required where company already has share capital

                                                                                        (1) A company which on re-registration under section 91(issue of certificate of incorporation on re-registration) already has allotted share capital must within 14 days after the re-registration deliver a statement of capital to the Registrar.
                                                                                        (2) This does not apply if the information which would be included in the statement has already been sent to the Registrar in—
                                                                                        (a) a statement of capital and initial shareholdings (see section 7 (statement of capital and initial shareholdings)), or
                                                                                        (b) a statement of capital contained in an annual return (see section 781(2) (contents of annual return: information about shares and share capital)).
                                                                                        (3) The statement of capital must state with respect to the company's share capital on re-registration—
                                                                                        (a) the total number of shares of the company,
                                                                                        (b) for each class of shares—
                                                                                        (i) prescribed particulars of the rights attached to the shares,
                                                                                        (ii) the total number of shares of that class, and
                                                                                        (iii) the amount paid up and the amount (if any) unpaid on each share.
                                                                                        (4) If default is made in complying with this section, a contravention of these Regulations is committed by—
                                                                                        (a) the company, and
                                                                                        (b) every officer of the company who is in default.
                                                                                        (5) A person who commits the contravention referred to in subsection (4) shall be liable to a level 3 fine.

                                                                                      • 93. Re-registration of public company as private and unlimited

                                                                                        (1) A public company limited by shares may be re-registered as an unlimited private company with a share capital if—
                                                                                        (a) all the members of the company have assented to its being so reregistered,
                                                                                        (b) the condition specified below is met, and
                                                                                        (c) an application for re-registration is delivered to the Registrar in accordance with section 94 (application and accompanying documents), together with—
                                                                                        (i) the other documents required by that section, and
                                                                                        (ii) a statement of compliance.
                                                                                        (2) The condition is that the company has not previously been re-registered—
                                                                                        (a) as limited, or
                                                                                        (b) as unlimited.
                                                                                        (3) The company must make such changes—
                                                                                        (a) in its name, and
                                                                                        (b) in its articles,
                                                                                        as are necessary in connection with its becoming an unlimited private company.
                                                                                        (4) For the purposes of this section—
                                                                                        (a) a person appointed by a competent Court or by law to manage the affairs of a bankrupt member of the company is entitled, to the exclusion of the member, to assent to the company's re-registration, and
                                                                                        (b) the personal representative of a deceased member of the company may assent on behalf of the deceased.

                                                                                      • 94. Application and accompanying documents

                                                                                        (1) An application for re-registration of a public company as an unlimited private company must contain a statement of the company's proposed name on re-registration.
                                                                                        (2) The application must be accompanied by—
                                                                                        (a) the prescribed form of assent to the company's being registered as an unlimited company, authenticated by or on behalf of all the members of the company, and
                                                                                        (b) a copy of the company's articles as proposed to be amended.
                                                                                        (3) The statement of compliance required to be delivered together with the application is a statement that the requirements of this Part as to re-registration as an unlimited private company have been complied with.
                                                                                        (4) The statement must contain a statement by the directors of the company—
                                                                                        (a) that the persons by whom or on whose behalf the form of assent is authenticated constitute the whole membership of the company, and
                                                                                        (b) if any of the members have not authenticated that form themselves, that the directors have taken all reasonable steps to satisfy themselves that each person who authenticated it on behalf of a member was lawfully empowered to do so.
                                                                                        (5) The Registrar may accept the statement of compliance as sufficient evidence that the company is entitled to be re-registered as an unlimited private company.

                                                                                      • 95. Issue of certificate of incorporation on re-registration

                                                                                        (1) If on an application for re-registration of a public company as an unlimited private company the Registrar is satisfied that the company is entitled to be so re-registered, the company shall be re-registered accordingly.
                                                                                        (2) The Registrar must issue a certificate of incorporation altered to meet the circumstances of the case.
                                                                                        (3) The certificate must state that it is issued on re-registration and the date on which it is so issued.
                                                                                        (4) On the issue of the certificate—
                                                                                        (a) the company by virtue of the issue of the certificate becomes an unlimited private company, and
                                                                                        (b) the changes in the company's name and articles take effect.
                                                                                        (5) The certificate is conclusive evidence that the requirements of these Regulations as to re-registration have been complied with.

                                                                                      • 96. Re-registration of a restricted scope company as a non-restricted scope company

                                                                                        (1) A restricted scope company (whether limited or unlimited) may be re-registered as a non-restricted scope company if—
                                                                                        (a) a special resolution that it should be so re-registered is passed,
                                                                                        (b) an application for re-registration is delivered to the Registrar in accordance with section 97 (application and accompanying documents), together with—
                                                                                        (i) the other documents required by that section, and
                                                                                        (ii) a statement of compliance.
                                                                                        (2) The company must make such changes—
                                                                                        (a) in its name, and
                                                                                        (b) in its articles,
                                                                                        as are necessary in connection with its becoming a non-restricted scope company.
                                                                                        (3) A restricted scope company shall re-register as a non-restricted scope company pursuant to this section if it no longer meets the criteria set out in section 3(4) (private and public companies).

                                                                                      • 97. Application and accompanying documents

                                                                                        (1) An application for re-registration as a non-restricted scope company must contain a statement of the company's proposed name on re-registration.
                                                                                        (2) The application must be accompanied by—
                                                                                        (a) a copy of the special resolution that the company should re-register as a non-restricted scope company (unless a copy has already been forwarded to the Registrar under Chapter 3 of Part 3),
                                                                                        (b) a copy of the company's articles as proposed to be amended, and
                                                                                        (c) a statement of capital.
                                                                                        (3) The statement of compliance required to be delivered together with the application is a statement that the requirements of this Part as to re-registration as a non-restricted scope company have been complied with, and that the company agrees to be subject to the disclosure requirements of section 952(documents subject to enhanced disclosure requirements) as applicable to non-restricted scope companies.
                                                                                        (4) The Registrar may accept the statement of compliance as sufficient evidence that the company is entitled to be re-registered as a non-restricted scope company.

                                                                                      • 98. Application to Court to cancel resolution

                                                                                        (1) Where a special resolution by a restricted scope company to be re-registered as a non-restricted scope company has been passed, an application to the Court for the cancellation of the resolution may be made—
                                                                                        (a) by the holders of not less in the aggregate than 5% of the company's issued share capital or any class of the company's issued share capital (disregarding any shares held by the company as treasury shares),
                                                                                        (b) if the company is not limited by shares, by not less than 5% of its members, or
                                                                                        (c) by not less than 50 of the company's members,
                                                                                        but not by a person who has consented to or voted in favour of the resolution.
                                                                                        (2) The application must be made within 28 days after the passing of the resolution and may be made on behalf of the persons entitled to make it by such one or more of their number as they may appoint for the purpose.
                                                                                        (3) On the hearing of the application the Court shall make an order either cancelling or confirming the resolution.
                                                                                        (4) The Court may—
                                                                                        (a) make that order on such terms and conditions as it thinks fit,
                                                                                        (b) if it thinks fit adjourn the proceedings in order that an arrangement may be made to the satisfaction of the Court for the purchase of the interests of dissentient members, and
                                                                                        (c) give such directions, and make such orders, as it thinks expedient for facilitating or carrying into effect any such arrangement.
                                                                                        (5) The Court's order may, if the Court thinks fit—
                                                                                        (a) provide for the purchase by the company of the shares of any of its members and for the reduction accordingly of the company's capital, and
                                                                                        (b) make such alteration in the company's articles as may be required in consequence of that provision.
                                                                                        (6) The Court's order may, if the Court thinks fit, require the company not to make any, or any specified, amendments to its articles without the leave of the Court.

                                                                                      • 99. Issue of certificate of incorporation on re-registration

                                                                                        (1) If on an application for re-registration as a non-restricted scope company the Registrar is satisfied that the company is entitled to be so re-registered, the company shall be reregistered accordingly.
                                                                                        (2) The Registrar must issue a certificate of incorporation altered to meet the circumstances of the case.
                                                                                        (3) The certificate must state that it is issued on re-registration and the date on which it is issued.
                                                                                        (4) On the issue of the certificate—
                                                                                        (a) the company by virtue of the issue of the certificate becomes a non-restricted scope company, and
                                                                                        (b) the changes in the company's name and articles take effect.
                                                                                        The certificate is conclusive evidence that the requirements of these Regulations as to re-registration have been complied with.

                                                                                  • CHAPTER 2 CHAPTER 2 CONTINUANCE

                                                                                    • 100. Bodies corporate which are eligible for continuance

                                                                                      (1) Subject to section 101 (restrictions on continuance), a body corporate which is incorporated outside the Abu Dhabi Global Market may apply under section 102 (application to Registrar for continuance within the Abu Dhabi Global Market) to the Registrar for the issue to it of a certificate that it continues as a company registered under these Regulations, if it is authorised to make such an application by the laws of the jurisdiction under which it is incorporated outside the Abu Dhabi Global Market.
                                                                                      (2) Subject to section 101 (restrictions on continuance), a company which is formed or registered under these Regulations may apply under section 111 (application to Registrar for authorisation to seek continuance overseas) to the Registrar for authorisation to seek continuance as a body incorporated under the laws of another jurisdiction if permitted in that jurisdiction and if the proposal to apply in that other jurisdiction for continuance there is approved by the company and its members in accordance with section 108 (approval by company and members of proposal for continuance overseas).

                                                                                    • 101. Restrictions on continuance

                                                                                      (1) An application may not be made under section 102 (application to Registrar for continuance within the Abu Dhabi Global Market), by a body corporate to which subsection(3)applies, for continuance as a company registered under these Regulations.
                                                                                      (2) An application may not be made under section 111 (application to Registrar for authorisation to seek continuance overseas), by a company to which subsection(3)applies, for authorisation to seek continuance in another jurisdiction.
                                                                                      (3) This subsection applies to a body corporate or company if—
                                                                                      (a) it is being wound up or is in liquidation,
                                                                                      (b) it is insolvent,
                                                                                      (c) a receiver, manager or administrator (by whatever name any such person is called) has been appointed, whether by a Court or in some other manner, in respect of any property of that body corporate or company,
                                                                                      (d) it has entered into a compromise or arrangement with a creditor (not being a compromise or arrangement approved by the Registrar) and that compromise or arrangement is in force, or
                                                                                      (e) an application is pending before a Court for the winding up or liquidation of that body corporate or company, or to have it declared insolvent, or for the appointment of such a receiver, manager or administrator or for the approval of such a compromise or arrangement.
                                                                                      (4) For the purposes of subsection(3), the jurisdiction in which—
                                                                                      (a) the body corporate is being wound up or is in liquidation,
                                                                                      (b) the receiver, manager or administrator has been appointed or the compromise or arrangement has been entered into, or
                                                                                      (c) the application before a Court is pending,
                                                                                      is immaterial.
                                                                                      (5) An application may not be made under section 102 by a body corporate whose members have unlimited liability unless such body corporate applies for continuance as an unlimited company.

                                                                                    • 102. Application to Registrar for continuance within the Abu Dhabi Global Market

                                                                                      (1) An application to the Registrar under this section by a body incorporated outside the Abu Dhabi Global Market, for continuance as a company formed or registered under these Regulations, shall be accompanied by—
                                                                                      (a) a copy (certified, in a manner approved by the Registrar, to be a true copy) of the articles, or of the law or other instrument constituting or defining the constitution of the body corporate,
                                                                                      (b) articles of continuance which comply with section 103 (articles of continuance),
                                                                                      (c) a statement of solvency which is in accordance with section 114 (statement of solvency in respect of continuance),
                                                                                      (d) the name under which it is proposed to continue the body corporate as a company formed or registered under these Regulations,
                                                                                      (e) in relation to every person who is a director of the body corporate at the date of the application under this section or is to be a director of it upon its continuance as a company formed or registered under these Regulations—
                                                                                      (i) in the case of a director who is a natural person, the particulars specified in section 154 (particulars of directors to be registered: individuals),
                                                                                      (ii) in the case of a director which is a corporate director, the particulars specified in section 155 (particulars of directors to be registered: corporate directors and firms),
                                                                                      (f) in relation to each person who is a secretary of the body corporate at the date of the application under this section or is to be its secretary upon its continuance as a company formed or registered under these Regulations, the particulars specified in section 294 (particulars of secretaries to be registered: individuals) or 295 (particulars of secretaries to be registered: corporate secretaries and firms) (as the case may be) and his or her qualifications,
                                                                                      (g) such other information as the Registrar would require on an application to register the body corporate as a company under these Regulations,
                                                                                      (h) such other documents and information as the Registrar may require in respect of a particular application under this section, and
                                                                                      (i) any published application fee.
                                                                                      (2) The application under this section shall also be accompanied by evidence, satisfactory to the Registrar, of the following matters—
                                                                                      (a) that the body corporate is authorised, by the laws of the jurisdiction under which it is incorporated, to make the application to the Registrar,
                                                                                      (b) where the constitution of the body corporate or the law of that jurisdiction requires that any authorisation be given for the application to the Registrar, that it has been given,
                                                                                      (c) that if a certificate of continuance is issued under these Regulations pursuant to the application under this section, the body will thereupon cease to be incorporated under the other jurisdiction,
                                                                                      (d) that if a certificate of continuance is so issued, the interests of the members and the creditors of the body corporate will not be unfairly prejudiced, and
                                                                                      (e) that the body corporate is not prevented by section 101(restrictions on continuance) from making the application under this section.
                                                                                      (3) If an instrument which is submitted in accordance with subsection(1)(a) is not in the English language, the application under this section shall also be accompanied by a translation of the instrument into English.
                                                                                      (4) Every translation to which subsection(3) refers shall be certified, in a manner approved by the Registrar, to be a correct translation.

                                                                                    • 103. Articles of continuance

                                                                                      (1) Articles of continuance shall state those amendments to be made to the articles of the body corporate, or to the instrument constituting or defining its constitution, which are necessary to conform to these Regulations.
                                                                                      (2) If any other amendments which are to be made to the articles, or to the instrument—
                                                                                      (a) have been approved by its members in the manner required by these Regulations for amendments to the articles of a company, and
                                                                                      (b) would be permitted under these Regulations if the body corporate were a company,
                                                                                      the articles of continuance shall also state those amendments.

                                                                                    • 104. Proposed name

                                                                                      (1) After receiving an application under section 102 (application to Registrar for continuance within the Abu Dhabi Global Market), the Registrar shall decide whether that name is in its opinion in any way misleading or otherwise undesirable.
                                                                                      (2) If the applicant proposes that it shall continue as a company, its name must in any event comply with section 52 (public limited companies) or 53 (private limited companies) (as appropriate).

                                                                                    • 105. Determination of application to Registrar for continuance within the Abu Dhabi Global Market

                                                                                      (1) If the Registrar, on an application under section 102(application to register for continuance within the Abu Dhabi Global Market) for continuance as a company formed or registered under these Regulations—
                                                                                      (a) is satisfied that the application complies with that section and with section 100(1) (bodies corporate which are eligible for continuance),
                                                                                      (b) is satisfied that the proposed name of the applicant is not in any way misleading or otherwise undesirable, and is also satisfied that the name complies with section 52 (public limited companies) or 53 (private limited companies) (as appropriate), and
                                                                                      (c) is satisfied that all other approvals and consents required by these Regulations for the issue of a certificate of continuance to the applicant have been given,
                                                                                      and, the applicant having paid all application fees, the Registrar may grant the application.
                                                                                      (2) On determining the application, the Registrar shall inform the applicant of its decision.

                                                                                    • 106. Issue of certificate of continuance within the Abu Dhabi Global Market

                                                                                      (1) When the Registrar has granted an application for a certificate of continuance as a company formed or registered under these Regulations the Registrar shall register the application and the documents that accompanied the application.
                                                                                      (2) On registration, the Registrar shall immediately issue to the applicant a certificate of continuance which is signed by it and sealed with its seal.
                                                                                      (3) When the Registrar issues a certificate of continuance, the Registrar shall also immediately send a copy of it (electronically or by some other means of instantaneous transmission) to the appropriate official or public body in the jurisdiction to which section 102(2)(a)(application to Registrar for continuance within the Abu Dhabi Global Market) refers.

                                                                                    • 107. Effect of issue of certificate of continuance within the Abu Dhabi Global Market

                                                                                      (1) Upon the issue of the certificate of continuance by the Registrar—
                                                                                      (a) the body corporate becomes a company registered under these Regulations, to which these Regulations apply accordingly, and
                                                                                      (b) the articles, or the instrument constituting or defining the constitution of the body corporate, as amended in accordance with its articles of continuance, become the articles of the continued company.
                                                                                      (2) When a body corporate is continued as a company formed or registered under these Regulations—
                                                                                      (a) all property and rights to which the body corporate was entitled immediately before the certificate of continuance is issued are the property and rights of the company,
                                                                                      (b) the company is subject to all criminal and civil liabilities, and all contracts, debts and other obligations, to which the body corporate was subject immediately before the certificate of continuance is issued, and
                                                                                      (c) all actions and other legal proceedings which, immediately before the issue of the certificate of continuance, were pending by or against the body corporate may be continued by or against the company.
                                                                                      (3) A certificate of continuance is conclusive evidence of the following matters—
                                                                                      (a) that the company is formed or registered under these Regulations,
                                                                                      (b) that the requirements of these Regulations have been complied with in respect of—
                                                                                      (i) the continuance of the company under these Regulations,
                                                                                      (ii) all matters precedent to its continuance as such a company, and
                                                                                      (iii) all matters incidental to its continuance as such a company, and
                                                                                      (c) if the certificate states that it is—
                                                                                      (i) a public company,
                                                                                      (ii) a private company limited by shares,
                                                                                      (iii) a private company limited by guarantee,
                                                                                      (iv) a restricted scope company, or
                                                                                      (v) an unlimited company,
                                                                                      that it is such a company.

                                                                                    • 108. Approval by company and members of proposal for continuance overseas

                                                                                      (1) A proposal by a company to apply in another jurisdiction for continuance there shall be approved by a special resolution of the company and, where there is more than one class of members, by a special resolution of the members of each class passed at a separate meeting of the members of that class.
                                                                                      (2) Notice of each meeting—
                                                                                      (a) shall be accompanied by a copy or summary of the proposed application in the other jurisdiction for continuance there, and
                                                                                      (b) shall state that any member of the company who objects to the application may, within the time limit specified in section 110(2)(objections by members to continuance overseas), apply to the Court for an order under Part 28 on the ground that the proposed continuance would unfairly prejudice his or her interests.
                                                                                      (3) On a resolution to approve a proposed application in another jurisdiction for continuance—
                                                                                      (a) each member of the company shall be entitled to vote,
                                                                                      (b) on a show of hands, every person present in person at the meeting shall have one vote, and
                                                                                      (c) the right to demand a poll and the right to vote on a poll shall be determined in accordance with section 338 (right to demand a poll) and 340 (voting on a poll) respectively,
                                                                                      subject to any provision to the contrary in the articles of the company.

                                                                                    • 109. Notice to creditors of application to Registrar for authorisation to seek continuance overseas

                                                                                      (1) At least 31 days before making an application under section 111(application to Registrar for authorisation to seek continuance overseas) to the Registrar for authorisation to seek continuance in another jurisdiction, a company shall give notice to its creditors in accordance with subsection(2).
                                                                                      (2) The notice—
                                                                                      (a) shall state that the company intends to make the application to the Registrar, and shall specify the jurisdiction in which it proposes to seek continuance,
                                                                                      (b) shall be sent in writing to each creditor of the company,
                                                                                      (c) shall be published once in a national newspaper or in such other manner as the Court may on application direct, and
                                                                                      (d) shall state that any creditor of the company who objects to the application may within 30 days of the date of the advertisement give notice of his or her objection to the company.
                                                                                      (3) A creditor who gives notice in accordance with subsection(2)(d) and whose claim against the company has not been discharged may, within 30 days after the date of the notice, apply to the Court for an order restraining the application by the company under section 111(application to Registrar for authorisation to seek continuance overseas) to the Registrar.
                                                                                      (4) On the creditor's application the Court, if satisfied that the interests of the creditor would be unfairly prejudiced by the proposed continuance, may make an order (subject to such terms, if any, as it may think fit) restraining the application by the company under section 111(application to Registrar for authorisation to seek continuance overseas) to the Registrar.

                                                                                    • 110. Objections by members to continuance overseas

                                                                                      (1) If a company resolves to make an application under section 111(application to Registrar for authorisation to seek continuance overseas) to the Registrar for authorisation to seek continuance in another jurisdiction, any member of the company who objects to the application (other than a member who consented to or voted in favour of it) may apply to the Court for an order restricting the application by the company under section 111(application to Registrar for authorisation to seek continuance overseas) the ground that the proposed continuance would unfairly prejudice its interests.
                                                                                      (2) No such application may be made by a member after the expiration of the period of 30 days following the last of the resolutions of the company which are required under section 108 (approval by company and members of proposal for continuance overseas).

                                                                                    • 111. Application to Registrar for authorisation to seek continuance overseas

                                                                                      (1) An application to the Registrar under this section for authorisation to seek continuance in another jurisdiction shall be accompanied by—
                                                                                      (a) a copy (certified, in a manner approved by the Registrar, to be a true copy) of each resolution which is required under section 108 (approval by company and members of proposal for continuance overseas),
                                                                                      (b) a statement of solvency which is made in accordance with section 114 (statement of solvency in respect of continuance),
                                                                                      (c) such other documents and information as the Registrar may require in respect of a particular application for such authorisation, and
                                                                                      (d) any published application fees.
                                                                                      (2) The application under this section shall also be accompanied by evidence, satisfactory to the Registrar, of the following matters—
                                                                                      (a) that the laws of the jurisdiction in which the company proposes to continue allow its continuance there as a body corporate incorporated under those laws,
                                                                                      (b) that those laws provide that upon the continuance of the company as a body corporate in that jurisdiction—
                                                                                      (i) all property and rights of the company will become the property and rights of the body corporate,
                                                                                      (ii) the body corporate will become subject to all criminal and civil liabilities, and all contracts, debts and other obligations, to which the company is subject, and
                                                                                      (iii) all actions and other legal proceedings which are pending by or against the company may be continued by or against the body corporate,
                                                                                      (c) that notice has been given to the creditors of the company in accordance with section 109(notice to creditors of application to Registrar for authorisation to seek continuance overseas) of the application to the Registrar under this section, and either—
                                                                                      (i) that no creditor has applied to the Court for an order restraining the application made to the Registrar under this section, or
                                                                                      (ii) that the application of every creditor who has so applied to the Court has been determined by the Court in a way which does not prevent the Registrar from granting the application made to it under this section,
                                                                                      (d) either—
                                                                                      (i) that no member of the company has applied to the Court for an order on the ground specified in section 110(1) (objections by members to continuance overseas), or
                                                                                      (ii) that the application of every member who has so applied to the Court has been determined by the Court in a way which does not prevent the Registrar from granting the application made to it under section109(3) (notice to creditors of application to Registrar for authorisation to seek continuance overseas),
                                                                                      (e) that the company has complied with such other conditions as may be prescribed, and
                                                                                      (f) that the company is not prevented by section 101(restrictions on continuance) from making the application.

                                                                                    • 112. Determination of application to Registrar for authorisation to seek continuance outside of the Abu Dhabi Global Market

                                                                                      (1) If, on an application under section 111(application to Registrar for authorisation to seek continuance overseas) to the Registrar—
                                                                                      (a) it is satisfied that the application complies with that section and with section 100(2) (bodies corporate which are eligible for continuance), and
                                                                                      (b) the applicant has paid all application fees (if any),
                                                                                      the Registrar may grant the application on the condition specified in subsection (2) and on such other conditions (if any) as it may specify in its decision.
                                                                                      (2) It shall be a condition of the grant of any application made under section 111 (application to Registrar for authorisation to seek continuance overseas) that the applicant will ensure—
                                                                                      (a) that the Registrar is informed of the date on which continuance will be or is granted in the other jurisdiction, and
                                                                                      (b) that a copy of the instrument of continuance in the other jurisdiction, certified to be a true copy, is delivered to the Registrar,
                                                                                      in sufficient time to enable the Registrar to comply with section 113 (effect of continuance outside the Abu Dhabi Global Market).
                                                                                      (3) On determining the application, the Registrar shall inform the applicant of its decision.

                                                                                    • 113. Effect of continuance outside the Abu Dhabi Global Market

                                                                                      When a company is, in accordance with the terms of authorisation of the Registrar under section 112 (determination of application to Registrar for authorisation to seek continuance outside of the Abu Dhabi Global Market), continued as a body corporate under the laws of the other jurisdiction to which the authorisation relates—

                                                                                      (a) it thereupon ceases to be a company formed or registered under these Regulations, and
                                                                                      (b) the Registrar shall on that date record that by virtue of subsection(a) of this section, it has ceased to be so formed or registered.

                                                                                    • 114. Statements of solvency in respect of continuance

                                                                                      (1) A statement of solvency for the purposes of an application under section 102(application to Registrar for continuance within the Abu Dhabi Global Market) for continuance as a company formed or registered under these Regulations shall be signed by each person who is a director of the applicant and shall state that, having made full inquiry into the affairs of the applicant, that director reasonably believes—
                                                                                      (a) that the applicant is and, if the application is granted, will upon the issue to it of a certificate of continuance be able to discharge its liabilities as they fall due, and
                                                                                      (b) that, having regard to—
                                                                                      (i) the prospects of the company,
                                                                                      (ii) the intentions of the directors with respect to the management of the company's business, and
                                                                                      (iii) the amount and character of the financial resources that will in the directors' view be available to the company, the company will be able to—
                                                                                      (A) continue to carry on business, and
                                                                                      (B) discharge its liabilities as they fall due,
                                                                                      until the expiry of the period of 12 months immediately following the date on which the statement is signed.
                                                                                      (2) A statement of solvency for the purposes of an application under section 111(application to Registrar for authorisation to seek continuance overseas) for authorisation to seek continuance in another jurisdiction shall be signed by each person who is a director of the applicant and shall state that, having made full inquiry into the affairs of the applicant, that director reasonably believes—
                                                                                      (a) that the applicant is and, if the application is granted, will upon its incorporation under the laws of the other jurisdiction be able to discharge its liabilities as they fall due, and
                                                                                      (b) that, having regard to—
                                                                                      (i) the prospects of the applicant,
                                                                                      (ii) the intentions of the directors with respect to the management of the applicant's business, and
                                                                                      (iii) the amount and character of the financial resources that will in the directors' view be available to the applicant if the application is granted,
                                                                                      the applicant, if incorporated under the laws of the other jurisdiction, will be able to discharge its liabilities as they fall due until the expiry of the period of 12 months immediately following the date on which the statement is signed.
                                                                                      (3) A statement of solvency for the purposes of section 102(application to Registrar for continuance within the Abu Dhabi Global Market) or 111(application to Registrar for authorisation to seek continuance overseas) shall also be signed by each person who is to be a director of the applicant upon its continuance as proposed in the application and shall state that the person so signing has no reason to believe that anything in the statement is untrue.
                                                                                      (4) A director, or a person who is to be a director, who makes a statement under subsection (1) or (2) without having reasonable grounds for the opinion expressed in the statement is in contravention of these Regulations and shall be liable for a fine of up to level 7.
                                                                                      (5) A statement of solvency for the purposes of either section 102 or 111 shall be made no more than 14 days prior to the date the relevant application is delivered to the Registrar.

                                                                                    • 115. Provisions relating to continuance

                                                                                      (1) The Board may prescribe for the purposes of this Part—
                                                                                      (a) conditions to be complied with in respect of applications under section 111 (application to Registrar for authorisation to seek continuance overseas) to the Registrar for authorisation to seek continuance under the laws of other jurisdictions, and
                                                                                      (b) the manner in which records are to be kept, by the Registrar, of bodies that have ceased under section 113(effect of continuance outside the Abu Dhabi Global Market) to be companies formed or registered under these Regulations.
                                                                                      (2) Without prejudice to the generality of subsection(1), conditions to which subsection(1)(a) of that subsection refers—
                                                                                      (a) may relate to matters to be complied with on or before the making of such applications to the Registrar, or after the grant of such applications, and
                                                                                      (b) may require applicants to appoint and maintain authorised representatives in the Abu Dhabi Global Market for such periods, whether before or after their applications to the Registrar are determined, as may be prescribed.
                                                                                      (3) The Registrar may publish for the purposes of this Part details of—
                                                                                      (a) the forms of statements of solvency,
                                                                                      (b) any other document or information that is to be provided on applications relating to continuance within or outside the Abu Dhabi Global Market,
                                                                                      (c) how applicants must verify documents or information so provided, and
                                                                                      (d) the application fees that are payable to the Registrar.

                                                                                    • 116. Contravention of the Regulations relating to continuance

                                                                                      Any person who on or in connection with an application under this Part knowingly or recklessly provides to the Registrar—

                                                                                      (a) any information which is false, misleading or deceptive in a material particular, or
                                                                                      (b) any document containing any such information,

                                                                                      is in contravention of these Regulations and shall be liable for a fine of up to level 8.

                                                                                • PART 8 PART 8 A COMPANY'S MEMBERS

                                                                                  • SCHEDULE 3 SCHEDULE 3 Name same as another in the Registrar's register of Company Names

                                                                                    1. In determining whether a name is the same as another name appearing in the Registrar's register of company names the provisions in this Schedule are to be applied in the order set out in the Schedule.
                                                                                    2. Regard each permitted character set out in column 1 of the table to this paragraph as the same as a corresponding permitted character, or combination of permitted characters, in column 2.

                                                                                    3. Taking the name remaining after the application of paragraph 2, disregard any word, expression or abbreviation set out in inverted commas in Schedule 2 where it appears at the end of the name.
                                                                                    4.
                                                                                    (1) Taking the name remaining after the application of paragraphs 2 and 3, regard each of the words, expressions, signs and symbols set out in inverted commas in any of the paragraphs of sub-paragraph (2) ("relevant matters") as the same as the other relevant matters set out in that paragraph where each relevant matter —
                                                                                    (a) is preceded by and followed by a blank space, or
                                                                                    (b) where the relevant matter is at the beginning of the name, where it is followed by a blank space.
                                                                                    (2) The words, expressions, signs and symbols are —
                                                                                    (a) "AND" and "&",
                                                                                    (b) "PLUS" and "+",
                                                                                    (c) "0", "ZERO" and "O",
                                                                                    (d) "1" and "ONE",
                                                                                    (e) "2", "TWO", "TO" and "TOO",
                                                                                    (f) "3" and "THREE",
                                                                                    (g) "4", "FOUR" and "FOR",
                                                                                    (h) "5" and "FIVE",
                                                                                    (i) "6" and "SIX",
                                                                                    (j) "7" and "SEVEN",
                                                                                    (k) "8" and "EIGHT",
                                                                                    (l) "9" and "NINE",
                                                                                    (m) "£" and "POUND",
                                                                                    (n) "€" and "EURO",
                                                                                    (o) "$" and "DOLLAR",
                                                                                    (p) "¥" and "YEN",
                                                                                    (q) "%", "PER CENT", "PERCENT", "PER CENTUM" and "PERCENTUM", and
                                                                                    (r) "@" and "AT".
                                                                                    5.
                                                                                    (1) Taking the name remaining after the application of paragraphs 2 to 4, disregard at the end of the name the matters set out in inverted commas in sub-paragraph (2) (or any combination of such matters) where the matter (or combination) is preceded by a blank space or by the following punctuation or symbol in inverted commas —
                                                                                    (a) a full stop, or
                                                                                    (b) the "@" symbol.
                                                                                    (2) The matters are —
                                                                                    (a) "& CO",
                                                                                    (b) "& COMPANY",
                                                                                    (c) "AND CO",
                                                                                    (d) "AND COMPANY",
                                                                                    (e) "BIZ",
                                                                                    (f) "CO",
                                                                                    (g) "CO.AE",
                                                                                    (h) "COM",
                                                                                    (i) "COMPANY", and
                                                                                    (j) "NET".
                                                                                    (3) The matters in sub-paragraph (2) include any matter in inverted commas that is preceded by and followed by brackets set out in column 2 of table 2 in Schedule 1.
                                                                                    6. Taking the name remaining after the application of paragraphs 2 to 5, disregard the following matters in any part of the name —
                                                                                    (a) any punctuation set out in Rule 2(2)(c) or in column 2 of table 2 in Schedule 1; and
                                                                                    (b) the following words and symbols set out in inverted commas —
                                                                                    (i) "*",
                                                                                    (ii) "=", and
                                                                                    (iii) "#".
                                                                                    7. Taking the name remaining after the application of paragraphs 2 to 6, disregard the letter "S" at the end of the name.
                                                                                    8.
                                                                                    (1) Taking the name remaining after the application of paragraphs 2 to 7, disregard any permitted character after the first 60 permitted characters of the name.
                                                                                    (2) For the purposes of computing the number of permitted characters in this paragraph, any blank space between one permitted character and another in the name shall be counted as though it was a permitted character.
                                                                                    9. Taking the name remaining after the application of paragraphs 2 to 8, disregard the following matters or any combination of the following matters set out in inverted commas where they appear at the beginning of the name —
                                                                                    (a) "@",
                                                                                    (b) "THE" (but only where followed by a blank space), and
                                                                                    (c) "WWW".
                                                                                    10. Taking the name remaining after the application of paragraphs 2 to 9, disregard blank spaces between permitted characters.

                                                                                    • 8. 8. General exclusions

                                                                                      (1) An individual does not carry on a controlled activity if he carries on an activity solely as an employee who is employed or appointed under a contract of service.
                                                                                      (2) A person does not carry on a controlled activity to the extent that he exercises a power or performs a duty or function —
                                                                                      (a) of a public nature;
                                                                                      (b) on behalf of a public authority; or
                                                                                      (c) in connection with public administration, law enforcement, government or regulation.

                                                                                      • 8. Specific conditions of licence - legal services

                                                                                        (1) This Rule sets out the conditions for an applicant to carry on the controlled activity of legal services.
                                                                                        (2) The applicant must—
                                                                                        (a) be licensed or authorised by an approved legal regulatory body to carry on activities of the kind which the applicant intends to carry on in the Abu Dhabi Global Market;
                                                                                        (b) at all times maintain such licence or authorisation;
                                                                                        (c) ensure that any obligation imposed from time to time upon him or his connected persons by or under any enactment (including the Regulations and these Rules), any other law applicable in the Abu Dhabi Global Market and any law applicable outside the Abu Dhabi Global Market to which he is subject, are complied with; and
                                                                                        (d) at all times put in place suitable arrangements to ensure that he will comply with the obligations referred to in paragraph (2)(c).
                                                                                        (3) The applicant and any connected person must not be subject to any of the following events—
                                                                                        (a) imprisonment or any other penalty in criminal proceedings;
                                                                                        (b) becoming and continuing to be unable to attend to the business of the applicant; and
                                                                                        (c) abandonment of his business in the Abu Dhabi Global Market.
                                                                                        (4) The applicant must comply with any other conditions and requirements specified in writing by the Registrar from time to time.

                                                                                        • CHAPTER 1 CHAPTER 1 THE MEMBERS OF A COMPANY

                                                                                          • 117. The members of a company

                                                                                            (1) The initial members of a company are deemed to have agreed to become members of the company, and on its registration become members and must be entered as such in its register of members.
                                                                                            (2) Every other person who agrees to become a member of a company, and whose name is entered in its register of members, is a member of the company.

                                                                                        • CHAPTER 2 CHAPTER 2 REGISTER OF MEMBERS

                                                                                          • General

                                                                                            • 118. Register of members

                                                                                              (1) Every company must keep a register of its members.
                                                                                              (2) There must be entered in the register—
                                                                                              (a) the names and addresses of the members,
                                                                                              (b) the date on which each person was registered as a member, and
                                                                                              (c) the date at which any person ceased to be a member.
                                                                                              (3) In the case of a company having a share capital, there must be entered in the register, with the names and addresses of the members, a statement of—
                                                                                              (a) the shares held by each member, distinguishing each share—
                                                                                              (i) by its number (so long as the share has a number), and
                                                                                              (ii) where the company has more than one class of issued shares, by its class, and
                                                                                              (b) the amount paid or agreed to be considered as paid on the shares of each member.
                                                                                              (4) In the case of joint holders of shares in a company, the company's register of members must state the names of each joint holder. In other respects joint holders are regarded for the purposes of this Chapter as a single member (so that the register must show a single address).
                                                                                              (5) In the case of a company that does not have a share capital but has more than one class of members, there must be entered in the register, with the names and addresses of the members, a statement of the class to which each member belongs.
                                                                                              (6) If a company makes default in complying with this section a contravention of these Regulations is committed by—
                                                                                              (a) the company, and
                                                                                              (b) every officer of the company who is in default.
                                                                                              (7) A person who commits the contravention referred to in subsection (7) shall be liable to a level 2 fine.

                                                                                            • 119. Register to be kept available for inspection

                                                                                              (1) A company's register of members must be kept available for inspection—
                                                                                              (a) at its registered office, or
                                                                                              (b) at a place specified in rules made by the Board under section 996 (rules about where certain company records to be kept available for inspection).
                                                                                              (2) A company must give notice to the Registrar of the place where its register of members is kept available for inspection and of any change in that place.
                                                                                              (3) No such notice is required if the register has, at all times since it came into existence been kept available for inspection at the company's registered office.
                                                                                              (4) If a company makes default for 14 days in complying with subsection (2), a contravention of these Regulations is committed by—
                                                                                              (a) the company, and
                                                                                              (b) every officer of the company who is in default.
                                                                                              (5) A person who commits the contravention referred to in subsection (4) shall be liable to a level 1 fine.

                                                                                            • 120. List of members

                                                                                              (1) Every company having more than 50 members must keep a list of the names of the members of the company, unless the register of members is in such a form as to constitute in itself an list.
                                                                                              (2) The company must make any necessary alteration in the list within 14 days after the date on which any alteration is made in the register of members.
                                                                                              (3) The list must contain, in respect of each member, a sufficient indication to enable the account of that member in the register to be readily found.
                                                                                              (4) The list must be at all times kept available for inspection at the same place as the register of members.
                                                                                              (5) If default is made in complying with this section, a contravention of these Regulations is committed by—
                                                                                              (a) the company, and
                                                                                              (b) every officer of the company who is in default.
                                                                                              (6) A person who commits the contravention referred to in subsection (5) shall be liable to a level 1 fine.

                                                                                            • 121. Rights to inspect and require copies

                                                                                              (1) The register and the list of members' names must be open to the inspection—
                                                                                              (a) of any member of the company without charge, and
                                                                                              (b) except in the case of a restricted scope company, of any other person on payment of such fee as may be prescribed in rules made by the Registrar.
                                                                                              (2) Any person may require a copy of a company's register of members, or of any part of it, on payment of such fee as may be prescribed in rules made by the Registrar.
                                                                                              (3) A person seeking to exercise either of the rights conferred by this section must make a request to the company to that effect.
                                                                                              (4) The request must contain the following information—
                                                                                              (a) in the case of an individual, his name and address,
                                                                                              (b) in the case of an organisation, the name and address of an individual responsible for making the request on behalf of the organisation,
                                                                                              (c) the purpose for which the information is to be used, and
                                                                                              (d) whether the information will be disclosed to any other person, and if so—
                                                                                              (i) where that person is an individual, his name and address,
                                                                                              (ii) where that person is an organisation, the name and address of an individual responsible for receiving the information on its behalf, and
                                                                                              (iii) the purpose for which the information is to be used by that person.

                                                                                            • 122. Register of members: response to request for inspection or copy

                                                                                              (1) Where a company receives a request under section 121(rights to inspect and require copies), it must within five working days either—
                                                                                              (a) comply with the request, or
                                                                                              (b) apply to the Court.
                                                                                              A restricted scope company may decline any request made under section 121(rights to inspect and require copies)by a person who is not a member without any need to apply to the Court.
                                                                                              (2) If it applies to the Court it must notify the person making the request.
                                                                                              (3) If on an application under this section the Court is satisfied that the inspection or copy is not sought for a proper purpose—
                                                                                              (a) it shall direct the company not to comply with the request, and
                                                                                              (b) it may further order that the company's costs on the application be paid in whole or in part by the person who made the request, even if he is not a party to the application.
                                                                                              (4) If the Court makes such a direction and it appears to the Court that the company is or may be subject to other requests made for a similar purpose (whether made by the same person or different persons), it may direct that the company is not to comply with any such request.

                                                                                              The order must contain such provision as appears to the Court appropriate to identify the requests to which it applies.
                                                                                              (5) If on an application under this section the Court does not direct the company not to comply with the request, the company must comply with the request immediately upon the Court giving its decision or, as the case may be, the proceedings being discontinued.

                                                                                            • 123. Register of members: refusal of inspection or default in providing copy

                                                                                              (1) If an inspection required under section 121(rights to inspect and require copies) is refused or default is made in providing a copy required under that section, otherwise than in accordance with an order of the Court, a contravention of these Regulations is committed by—
                                                                                              (a) the company, and
                                                                                              (b) every officer of the company who is in default.
                                                                                              (2) A person who commits the contravention referred to in subsection (1) shall be liable to a level 2 fine.
                                                                                              (3) In the case of any such refusal or default the Court may by order compel an immediate inspection or, as the case may be, direct that the copy required be sent to the person requesting it.

                                                                                            • 124. Register of members: contraventions in connection with request for or disclosure of information

                                                                                              (1) It is a contravention of these Regulations for a person knowingly or recklessly to make in a request under section 121(rights to inspect or require copies) a statement that is misleading, false or deceptive in a material particular.
                                                                                              (2) It is a contravention of these Regulations for a person in possession of information obtained by exercise of either of the rights conferred by that section—
                                                                                              (a) to do anything that results in the information being disclosed to another person, or
                                                                                              (b) to fail to do anything with the result that the information is disclosed to another person,
                                                                                              knowing, or having reason to suspect, that person may use the information for a purpose that is not a proper purpose.
                                                                                              (3) A person who commits either of the contraventions referred to in subsections (1) and (2) shall be liable to a fine of up to level 4.

                                                                                            • 125. Information as to state of register and list of members' names

                                                                                              (1) When a person inspects the register, or the company provides him with a copy of the register or any part of it, the company must inform him of the most recent date (if any) on which alterations were made to the register and there were no further alterations to be made.
                                                                                              (2) When a person inspects the list of members' names, the company must inform him whether there is any alteration to the register that is not reflected in the list.
                                                                                              (3) If a company fails to provide the information required under subsection (1) or (2), a contravention of these Regulations is committed by—
                                                                                              (a) the company, and
                                                                                              (b) every officer of the company who is in default.
                                                                                              (4) A person who commits the contravention referred to in subsection (3) shall be liable to a level 1 fine.
                                                                                              (5) This section does not apply to restricted scope companies.

                                                                                            • 126. Removal of entries relating to former members

                                                                                              An entry relating to a former member of the company may be removed from the register after the expiration of ten years from the date on which he ceased to be a member.

                                                                                            • 127. Single member companies

                                                                                              (1) If a limited company is formed under these Regulations with only one member there shall be entered in the company's register of members, with the name and address of the sole member, a statement that the company has only one member.
                                                                                              (2) If the number of members of a limited company falls to one, or if an unlimited company with only one member becomes a limited company on re-registration, there shall upon the occurrence of that event be entered in the company's register of members, with the name and address of the sole member—
                                                                                              (a) a statement that the company has only one member, and
                                                                                              (b) the date on which the company became a company having only one member.
                                                                                              (3) If the membership of a limited company increases from one to two or more members, there shall upon the occurrence of that event be entered in the company's register of members, with the name and address of the person who was formerly the sole member—
                                                                                              (a) a statement that the company has ceased to have only one member, and
                                                                                              (b) the date on which that event occurred.
                                                                                              (4) If a company makes default in complying with this section, a contravention of these Regulations is committed by—
                                                                                              (a) the company, and
                                                                                              (b) every officer of the company who is in default.
                                                                                              (5) A person who commits the contravention referred to in subsection (4) shall be liable to a level 1 fine.

                                                                                            • 128. Company holding its own shares as treasury shares

                                                                                              (1) Where a company purchases its own shares in circumstances in which section 666 (treasury shares) applies—
                                                                                              (a) the requirements of section 118 (register of members) need not be complied with if the company cancels all of the shares forthwith after the purchase, and
                                                                                              (b) if the company does not cancel all of the shares forthwith after the purchase, any share that is so cancelled shall be disregarded for the purposes of that section.
                                                                                              (2) Subject to subsection (1), where a company holds shares as treasury shares the company must be entered in the register as the member holding those shares.

                                                                                            • 129. Power of Court to rectify register

                                                                                              (1) If—
                                                                                              (a) the name of any person is, without sufficient cause, entered in or omitted from a company's register of members, or
                                                                                              (b) default is made or unnecessary delay takes place in entering on the register the fact of any person having ceased to be a member,
                                                                                              the person aggrieved, or any member of the company, or the company, may apply to the Court for rectification of the register.
                                                                                              (2) The Court may either refuse the application or may order rectification of the register and payment by the company of any damages sustained by any party aggrieved.
                                                                                              (3) On such an application the Court may decide any question relating to the title of a person who is a party to the application to have his name entered in or omitted from the register, whether the question arises between members or alleged members, or between members or alleged members on the one hand and the company on the other hand, and generally may decide any question necessary or expedient to be decided for rectification of the register.
                                                                                              (4) In the case of a company required by these Regulations to send a list of its members to the Registrar of companies, the Court, when making an order for rectification of the register, shall by its order direct notice of the rectification to be given to the Registrar.

                                                                                            • 130. Trusts not to be entered on register

                                                                                              No notice of any trust, expressed, implied or constructive, shall be entered on the register of members of a company or be receivable by the Registrar.

                                                                                            • 131. Register to be evidence

                                                                                              The register of members is prima facie evidence of any matters which are by these Regulations directed or authorised to be inserted in it.

                                                                                            • 132. Time limit for claims arising from entry in register

                                                                                              (1) Liability incurred by a company—
                                                                                              (a) from the making or deletion of an entry in the register of members, or
                                                                                              (b) from a failure to make or delete any such entry,
                                                                                              is not enforceable more than ten years after the date on which the entry was made or deleted or, as the case may be, the failure first occurred.
                                                                                              (2) This is without prejudice to any lesser period of limitation.

                                                                                        • CHAPTER 3 CHAPTER 3 PROHIBITION ON SUBSIDIARY BEING MEMBER OF ITS HOLDING COMPANY

                                                                                          • General prohibition

                                                                                            • 133. Prohibition on subsidiary being a member of its holding company

                                                                                              (1) Except as provided by this Chapter—
                                                                                              (a) a body corporate cannot be a member of a company that is its holding company, and
                                                                                              (b) any allotment or transfer of shares in a company to its subsidiary is void.
                                                                                              (2) The exceptions are provided for in—
                                                                                              (a) section 134(subsidiary acting as personal representative or trustee), and
                                                                                              (b) section 137 (subsidiary acting as authorised dealer in securities).

                                                                                          • Subsidiary acting as personal representative or trustee

                                                                                            • 134. Subsidiary acting as personal representative or trustee

                                                                                              (1) The prohibition in section 133(prohibition on subsidiary being a member of its holding company) does not apply where the subsidiary is concerned only—
                                                                                              (a) as personal representative, or
                                                                                              (b) as trustee,
                                                                                              unless, in the latter case, the holding company or a subsidiary of it is beneficially interested under the trust.
                                                                                              (2) For the purpose of ascertaining whether the holding company or a subsidiary is so interested, there shall be disregarded—
                                                                                              (a) any interest held only by way of security for the purposes of a transaction entered into by the holding company or subsidiary in the ordinary course of a business that includes the lending of money,
                                                                                              (b) any interest within—

                                                                                              section 135 (interests to be disregarded: residual interest under pension scheme or employees' share scheme), or

                                                                                              section 136 (interests to be disregarded: employer's rights of recovery under pension scheme or employees' share scheme),
                                                                                              (c) any rights that the company or subsidiary has in its capacity as trustee, including in particular—
                                                                                              (i) any right to recover its expenses or be remunerated out of the trust property, and
                                                                                              (ii) any right to be indemnified out of the trust property for any liability incurred by reason of any act or omission in the performance of its duties as trustee.

                                                                                            • 135. Interests to be disregarded: residual interest under pension scheme or employees' share scheme

                                                                                              (1) Where shares in a company are held on trust for the purposes of a pension scheme or employees' share scheme, there shall be disregarded for the purposes of section 134(subsidiary acting as personal representative or trustee) any residual interest that has not vested in possession.
                                                                                              (2) A "residual interest" means a right of the company or subsidiary ("the residual beneficiary") to receive any of the trust property in the event of—
                                                                                              (a) all the liabilities arising under the scheme having been satisfied or provided for, or
                                                                                              (b) the residual beneficiary ceasing to participate in the scheme, or
                                                                                              (c) the trust property at any time exceeding what is necessary for satisfying the liabilities arising or expected to arise under the scheme.
                                                                                              (3) In subsection (2)—
                                                                                              (a) the reference to a right includes a right dependent on the exercise of a discretion vested by the scheme in the trustee or another person, and
                                                                                              (b) the reference to liabilities arising under a scheme includes liabilities that have resulted, or may result, from the exercise of any such discretion.
                                                                                              (4) For the purposes of this section a residual interest vests in possession—
                                                                                              (a) in a case within subsection (2)(a), on the occurrence of the event mentioned there (whether or not the amount of the property receivable pursuant to the right is ascertained),
                                                                                              (b) in a case within subsection (2)(b) or (c), when the residual beneficiary becomes entitled to require the trustee to transfer to him any of the property receivable pursuant to the right.
                                                                                              (5) In this section "pension scheme" means a scheme for the provision of benefits consisting of or including relevant benefits for or in respect of employees or former employees.
                                                                                              (6) In subsection (5)—
                                                                                              (a) "relevant benefits" means any pension, lump sum, gratuity or other like benefit given or to be given on retirement or on death or in anticipation of retirement or, in connection with past service, after retirement or death, and
                                                                                              (b) "employee" shall be read as if a director of a company were employed by it.

                                                                                            • 136. Interests to be disregarded: employer's rights of recovery under pension scheme or employees' share scheme

                                                                                              (1) Where shares in a company are held on trust for the purposes of a pension scheme or employees' share scheme, there shall be disregarded for the purposes of section 134(subsidiary acting as personal representative or trustee) any charge or lien on, or set-off against, any benefit or other right or interest under the scheme for the purpose of enabling the employer or former employer of a member of the scheme to obtain the discharge of a monetary obligation due to him from the member.
                                                                                              (2) In this section "pension scheme" means a scheme for the provision of benefits consisting of or including relevant benefits for or in respect of employees or former employees.

                                                                                              "Relevant benefits" here means any pension, lump sum, gratuity or other like benefit given or to be given on retirement or on death or in anticipation of retirement or, in connection with past service, after retirement or death.
                                                                                              (3) In this section "employer" and "employee" shall be read as if a director of a company were employed by it.

                                                                                            • 137. Subsidiary acting as authorised dealer in securities

                                                                                              (1) The prohibition in section 133(prohibition on subsidiary being a member of its holding company) does not apply where the shares are held by the subsidiary in the ordinary course of its business as an intermediary.
                                                                                              (2) For this purpose a person is an intermediary if he—
                                                                                              (a) carries on a bona fide business of dealing in securities,
                                                                                              (b) is a member of or has access to a recognised investment exchange, and
                                                                                              (c) does not carry on an excluded business.
                                                                                              (3) The following are excluded businesses—
                                                                                              (a) a business that consists wholly or mainly in the making or managing of investments,
                                                                                              (b) a business that consists wholly or mainly in, or is carried on wholly or mainly for the purposes of, providing services to persons who are connected with the person carrying on the business,
                                                                                              (c) a business that consists in insurance business,
                                                                                              (d) a business that consists in managing or acting as trustee in relation to a pension scheme, or that is carried on by the manager or trustee of such a scheme in connection with or for the purposes of the scheme,
                                                                                              (e) a business that consists in operating or acting as trustee in relation to a collective investment scheme, or that is carried on by the operator or trustee of such a scheme in connection with and for the purposes of the scheme.
                                                                                              (4) For the purposes of this section—
                                                                                              (a) "insurance business" means business that consists in the effecting or carrying out of contracts of insurance,
                                                                                              (b) "securities" includes, without limitation,—
                                                                                              (i) options,
                                                                                              (ii) futures, and
                                                                                              (iii) contracts for differences,
                                                                                              and rights or interests in those investments.

                                                                                            • 138. Protection of third parties in other cases where subsidiary acting as dealer in securities

                                                                                              (1) This section applies where—
                                                                                              (a) a subsidiary that is a dealer in securities has purportedly acquired shares in its holding company in contravention of the prohibition in section 133 (prohibition on subsidiary being a member of its holding company), and
                                                                                              (b) a person acting in good faith has agreed, for value and without notice of the contravention, to acquire shares in the holding company—
                                                                                              (i) from the subsidiary, or
                                                                                              (ii) from someone who has purportedly acquired the shares after their disposal by the subsidiary.
                                                                                              (2) A transfer to that person of the shares mentioned in subsection (1)(a) has the same effect as it would have had if their original acquisition by the subsidiary had not been in contravention of the prohibition.

                                                                                            • 139. Application of provisions to companies not limited by shares

                                                                                              In relation to a company other than a company limited by shares, the references in this Chapter to shares shall be read as references to the interest of its members as such, whatever the form of that interest.

                                                                                            • 140. Application of provisions to nominees

                                                                                              The provisions of this Chapter apply to a nominee acting on behalf of a subsidiary as to the subsidiary itself.

                                                                                      • PART 9 PART 9 EXERCISE OF MEMBERS' RIGHTS

                                                                                        • SCHEDULE 4 SCHEDULE 4 Specified "Public Authorities"

                                                                                          1. The Financial Regulator.
                                                                                          2. The Board of Directors.
                                                                                          3. The Registrar.
                                                                                          4. Central Bank of the United Arab Emirates.
                                                                                          5. Insurance Authority of the United Arab Emirates.
                                                                                          6. Emirates Securities and Commodities Authority.
                                                                                          7. Executive Council of the Emirate of Abu Dhabi.
                                                                                          8. Abu Dhabi Municipality.
                                                                                          9. Abu Dhabi Global Market.
                                                                                          10. Abu Dhabi Global Market Registration Authority.
                                                                                          11. Abu Dhabi Global Market Financial Services Regulations Authority.
                                                                                          12. ADGM.
                                                                                          13. ADGM Registration Authority.
                                                                                          14. ADGM Financial Services Authority.
                                                                                          15. ADGM RA.
                                                                                          16. ADGM FSRA.
                                                                                          17. Any other authority specified by the Registrar from time to time for the purposes of this Schedule 4.

                                                                                          • 9. 9. Exclusion for financial and professional services

                                                                                            (1) A person who carries on an activity falling within Rules 3, 4, 5 or 6 does not carry on a controlled activity in or from the Abu Dhabi Global Market if he does not carry on the activity from a permanent establishment maintained by him in the Abu Dhabi Global Market.
                                                                                            (2) This Rule does not apply to a person who carries on any activity falling within the scope of Rule 7.

                                                                                            • 9. Specific conditions of licence - accountancy services

                                                                                              (1) This Rule sets out the conditions for an applicant to carry on the controlled activity of accountancy services.
                                                                                              (2) The applicant must—
                                                                                              (a) be licensed or authorised by an approved accountancy regulatory body to carry on activities of the kind which the applicant intends to carry on in the Abu Dhabi Global Market;
                                                                                              (b) at all times maintain such licence or authorisation;
                                                                                              (c) ensure that any obligation imposed from time to time upon him or his connected persons by or under any enactment (including the Regulations and these Rules), any other law applicable in the Abu Dhabi Global Market and any law applicable outside the Abu Dhabi Global Market to which he is subject, are complied with; and
                                                                                              (d) at all times put in place suitable arrangements to ensure that he will comply with the obligations referred to in paragraph (2)(c).
                                                                                              (3) The applicant and any connected person must not be subject to any of the following events—
                                                                                              (a) imprisonment or any other penalty in criminal proceedings;
                                                                                              (b) becoming and continuing to be unable to attend to the business of the applicant; and
                                                                                              (c) abandonment of his business in the Abu Dhabi Global Market.
                                                                                              (4) The applicant must comply with any other conditions and requirements specified in writing by the Registrar from time to time.

                                                                                              • Effect of provisions in company's articles

                                                                                                • 141. Effect of provisions of articles as to enjoyment or exercise of members' rights

                                                                                                  (1) This section applies where provision is made by a company's articles enabling a member to nominate another person or persons as entitled to enjoy or exercise all or any specified rights of the member in relation to the company.
                                                                                                  (2) So far as is necessary to give effect to that provision, anything required or authorised by any provision of these Regulations to be done by or in relation to the member shall instead be done, or (as the case may be) may instead be done, by or in relation to the nominated person (or each of them) as if he were a member of the company.
                                                                                                  (3) This applies, in particular, to the rights conferred by—
                                                                                                  (a) sections308(circulation of written resolutions proposed by directors) and 310(circulation of written resolutions proposed by members),
                                                                                                  (b) section 309 (members' power to require circulation of written resolution),
                                                                                                  (c) section 320 (members' power to require directors to call general meeting),
                                                                                                  (d) section 327 (persons entitled to receive notice of meetings),
                                                                                                  (e) section 331 (members' power to require circulation of statements),
                                                                                                  (f) section 342 (rights to appoint proxies),
                                                                                                  (g) section 357 (public companies: members' power to require circulation of resolutions for AGMs),and
                                                                                                  (h) section 405(duty to circulate copies of annual accounts and reports).
                                                                                                  (4) This section and any such provision as is mentioned in subsection (1)—
                                                                                                  (a) do not confer rights enforceable against the company by anyone other than the member, and
                                                                                                  (b) do not affect the requirements for an effective transfer or other disposition of the whole or part of a member's interest in the company.

                                                                                              • Exercise of rights where shares held on behalf of others

                                                                                                • 142. Exercise of rights where shares held on behalf of others: exercise in different ways

                                                                                                  (1) Where a member holds shares in a company on behalf of more than one person—
                                                                                                  (a) rights attached to the shares, and
                                                                                                  (b) rights under any law or regulation applicable to the Abu Dhabi Global Market exercisable by virtue of holding the shares,
                                                                                                  need not all be exercised, and if exercised, need not all be exercised in the same way.
                                                                                                  (2) A member who exercises such rights but does not exercise all his rights, must inform the company to what extent he is exercising the rights.
                                                                                                  (3) A member who exercises such rights in different ways must inform the company of the ways in which he is exercising them and to what extent they are exercised in each way.
                                                                                                  (4) If a member exercises such rights without informing the company—
                                                                                                  (a) that he is not exercising all his rights, or
                                                                                                  (b) that he is exercising his rights in different ways,
                                                                                                  the company is entitled to assume that he is exercising all his rights and is exercising them in the same way.

                                                                                                • 143. Exercise of rights where shares held on behalf of others: members' requests

                                                                                                  (1) This section applies for the purposes of—
                                                                                                  (a) section331(members' power to require circulation of statements), and
                                                                                                  (b) section357(public companies: power to require circulation of resolution for AGMs).
                                                                                                  (2) A company is required to act under any of those sections if it receives a request in relation to which the following conditions are met—
                                                                                                  (a) it is made by at least 100 persons,
                                                                                                  (b) it is authenticated by all the persons making it,
                                                                                                  (c) in the case of any of those persons who is not a member of the company, it is accompanied by a statement—
                                                                                                  (i) of the full name and address of a person ("the member") who is a member of the company and holds shares on behalf of that person,
                                                                                                  (ii) that the member is holding those shares on behalf of that person in the course of a business,
                                                                                                  (iii) of the number of shares in the company that the member holds on behalf of that person,
                                                                                                  (iv) of the total amount paid up on those shares,
                                                                                                  (v) that those shares are not held on behalf of anyone else or, if they are, that the other person or persons are not among the other persons making the request,
                                                                                                  (vi) that some or all of those shares confer voting rights that are relevant for the purposes of making a request under the section in question, and
                                                                                                  (vii) that the person has the right to instruct the member how to exercise those rights,
                                                                                                  (d) in the case of any of those persons who is a member of the company, it is accompanied by a statement—
                                                                                                  (i) that he holds shares otherwise than on behalf of another person, or
                                                                                                  (ii) that he holds shares on behalf of one or more other persons but those persons are not among the other persons making the request,
                                                                                                  (e) it is accompanied by such evidence as the company may reasonably require of the matters mentioned in subsection (c) and (d),
                                                                                                  (f) the total amount of the sums paid up on—
                                                                                                  (i) shares held as mentioned in subsection (c), and
                                                                                                  (ii) shares held as mentioned in subsection (d),
                                                                                                  divided by the number of persons making the request, is not less than 100 US dollars,
                                                                                                  (g) the request complies with any other requirements of the section in question as to contents, timing and otherwise.

                                                                                            • PART 10 PART 10 A COMPANY'S DIRECTORS

                                                                                              • SCHEDULE 5 SCHEDULE 5 Specified Words and Expressions

                                                                                                1. Abu Dhabi
                                                                                                2. Abu Dhabi Investment Authority
                                                                                                3. Abu Dhabi Investment Council
                                                                                                4. Abu Dhabi National Oil Company
                                                                                                5. Accredited
                                                                                                6. Adjudicator
                                                                                                7. ADNOC
                                                                                                8. Ajman
                                                                                                9. Al Ain
                                                                                                10. Al Dar
                                                                                                11. Al Khaleej
                                                                                                12. Asset Management
                                                                                                13. Association
                                                                                                14. Assurance
                                                                                                15. Audit office
                                                                                                16. Bank
                                                                                                17. Chamber of commerce
                                                                                                18. Charity
                                                                                                19. Chartered
                                                                                                20. Commission
                                                                                                21. Co-operative
                                                                                                22. Danat
                                                                                                23. Dibba
                                                                                                24. Diyar
                                                                                                25. Dubai
                                                                                                26. Emirates
                                                                                                27. Etehad
                                                                                                28. Etihad
                                                                                                29. Federation
                                                                                                30. Foundation
                                                                                                31. Fujeirah
                                                                                                32. Fund
                                                                                                33. Government
                                                                                                34. Gulf
                                                                                                35. Inspectorate
                                                                                                36. Institution
                                                                                                37. Insurance
                                                                                                38. Insurer
                                                                                                39. Judicial appointment
                                                                                                40. Khalifa
                                                                                                41. Kohrfakkan
                                                                                                42. Licensing
                                                                                                43. Masdar
                                                                                                44. Mubadala
                                                                                                45. Mutual
                                                                                                46. National
                                                                                                47. Patent
                                                                                                48. Patentee
                                                                                                49. Police
                                                                                                50. Post office
                                                                                                51. Ras Al Khaimah
                                                                                                52. Reassurance
                                                                                                53. Reassurer
                                                                                                54. Registrar
                                                                                                55. Regulator
                                                                                                56. Reinsurance
                                                                                                57. Reinsurer
                                                                                                58. Saadiyat
                                                                                                59. Sharjah
                                                                                                60. Sheikh
                                                                                                61. Social service
                                                                                                62. Standards
                                                                                                63. Stock exchange
                                                                                                64. Tribunal
                                                                                                65. Trust
                                                                                                66. UAE
                                                                                                67. Umm Al Quwain
                                                                                                68. Underwrite
                                                                                                69. United
                                                                                                70. United Arab Emirates
                                                                                                71. University
                                                                                                72. Zayed
                                                                                                73. Names of continents, countries, capitals of countries and names of the cities

                                                                                                • 10. 10. Exclusion for other cross-border service providers

                                                                                                  (1) A person who carries on an activity falling within Rule 7 does not carry on a controlled activity in or from the Abu Dhabi Global Market if:
                                                                                                  (a) he does not carry on the activity from a permanent establishment maintained by him in the Abu Dhabi Global Market; and
                                                                                                  (b) he carries on the activity at the invitation of a person ordinarily resident, or with a permanent establishment, in the Abu Dhabi Global Market.
                                                                                                  (2) This Rule does not apply to a person who carries on any activity falling within the scope of Rules 3, 4, 5 and 6.

                                                                                                  • 10. Specific conditions of licence - insolvency practitioner services

                                                                                                    (1) This Rule sets out the conditions for an applicant to carry on the controlled activity of insolvency practitioner services.
                                                                                                    (2) The applicant must—
                                                                                                    (a) be licensed or authorised by an approved insolvency practitioner regulatory body to carry on activities of the kind which the applicant intends to carry on in the Abu Dhabi Global Market;
                                                                                                    (b) at all times maintain such licence or authorisation;
                                                                                                    (c) ensure that any obligation imposed from time to time upon him or his connected persons by or under any enactment (including the Regulations and these Rules), any other law applicable in the Abu Dhabi Global Market and any law applicable outside the Abu Dhabi Global Market to which he is subject, are complied with; and
                                                                                                    (d) at all times put in place suitable arrangements to ensure that he will comply with the obligations referred to in paragraph (2)(c).
                                                                                                    (3) The applicant and any connected person must not be subject to any of the following events—
                                                                                                    (a) imprisonment or any other penalty in criminal proceedings;
                                                                                                    (b) becoming and continuing to be unable to attend to the business of the applicant; and
                                                                                                    (c) abandonment of his business in the Abu Dhabi Global Market.
                                                                                                    (4) The applicant must comply with any other conditions and requirements specified in writing by the Registrar from time to time.

                                                                                                    • CHAPTER 1 CHAPTER 1 APPOINTMENT AND REMOVAL OF DIRECTORS

                                                                                                      • Requirement to have directors

                                                                                                        • 144. Companies required to have directors

                                                                                                          (1) A private company must have at least one director.
                                                                                                          (2) A public company must have at least two directors.

                                                                                                        • 145. Companies required to have at least one director who is a natural person

                                                                                                          A company must have at least one director who is a natural person.

                                                                                                        • 146. "Director"

                                                                                                          In these Regulations "director" includes any person occupying the position of director, by whatever name called.

                                                                                                        • 147. "Shadow director"

                                                                                                          (1) In these Regulations "shadow director", in relation to a company, means a person in accordance with whose directions or instructions the directors of the company are accustomed to act.
                                                                                                          (2) A person is not to be regarded as a shadow director by reason only that the directors act on advice given by him in a professional capacity.
                                                                                                          (3) A body corporate is not to be regarded as a shadow director of any of its subsidiary companies for the purposes of—
                                                                                                          (a) Chapter 2 (general duties of directors),
                                                                                                          (b) Chapter 4 (transactions requiring members' approval), or
                                                                                                          (c) Chapter 6 (contract with sole member who is also a director),
                                                                                                          by reason only that the directors of the subsidiary are accustomed to act in accordance with its directions or instructions.

                                                                                                        • 148. Direction requiring company to make appointment

                                                                                                          (1) If it appears to the Registrar that a company is in breach of section 144 (companies required to have directors) or section 145 (companies required to have at least one director who is a natural person) the Registrar may give the company a direction under this section.
                                                                                                          (2) The direction must specify—
                                                                                                          (a) the section of these Regulations of which the company appears to be in breach,
                                                                                                          (b) what the company must do in order to comply with the direction, and
                                                                                                          (c) the period within which it must do so.
                                                                                                          That period must be not less than one month or more than three months after the date on which the direction is given.
                                                                                                          (3) The direction must also inform the company of the consequences of failing to comply.
                                                                                                          (4) Where the company is in breach of sections 144 (companies required to have directors) or 145 (companies required to have at least one director who is a natural person) it must comply with the direction by—
                                                                                                          (a) making the necessary appointment or appointments, and
                                                                                                          (b) giving notice of such appointment or appointments if required under section 157 (duty to notify Registrar of changes),
                                                                                                          before the end of the period specified in the direction.
                                                                                                          (5) If the company has already made the necessary appointment or appointments (or so far as it has done so), it must comply with the direction by giving notice of it under section 157 (duty to notify Registrar of changes) before the end of the period specified in the direction.
                                                                                                          (6) If a company fails to comply with a direction under this section, a contravention of these Regulations is committed by—
                                                                                                          (a) the company, and
                                                                                                          (b) every officer of the company who is in default.
                                                                                                          For this purpose a shadow director is treated as an officer of the company.
                                                                                                          (7) A person who commits the contravention referred to in subsection (6) shall be liable to a fine of up to level 4.

                                                                                                      • Appointment

                                                                                                        • 149. Minimum age for natural persons for appointment as director

                                                                                                          (1) A natural person may not be appointed a director of a company unless he has attained the age of 18 years.
                                                                                                          (2) This does not affect the validity of an appointment that is not to take effect until the person appointed attains that age.
                                                                                                          (3) Where the office of director of a company is held by a corporation sole, or otherwise by virtue of another office, the appointment to that other office of a person who has not attained the age of 18 years is not effective also to make him a director of the company until he attains the age of 18 years.
                                                                                                          (4) An appointment made in contravention of this section is void.
                                                                                                          (5) Nothing in this section affects any liability of a person under any provision of these Regulations if he—
                                                                                                          (a) purports to act as director, or
                                                                                                          (b) acts as a shadow director,
                                                                                                          although he could not, by virtue of this section, be validly appointed as a director.
                                                                                                          (6) This section has effect subject to section 150 (power to provide for exceptions from minimum age requirement).

                                                                                                        • 150. Power to provide for exceptions from minimum age requirement

                                                                                                          (1) The Board may make rules providing for cases in which a person who has not attained the age of 18 years may be appointed a director of a company.
                                                                                                          (2) The rules must specify the circumstances in which, and any conditions subject to which, the appointment may be made.
                                                                                                          (3) If the specified circumstances cease to obtain, or any specified conditions cease to be met, a person who was appointed by virtue of the rules and who has not since attained the age of 18 years ceases to hold office.

                                                                                                        • 151. Appointment of directors of public company to be voted on individually

                                                                                                          (1) At a general meeting of a public company a motion for the appointment of two or more persons as directors of the company by a single resolution must not be made unless a resolution that it should be so made has first been agreed to by the meeting without any vote being given against it.
                                                                                                          (2) A resolution moved in contravention of this section is void, whether or not its being so moved was objected to at the time, but where a resolution so moved is passed, no provision for the automatic reappointment of retiring directors in default of another appointment applies.
                                                                                                          (3) For the purposes of this section a motion for approving a person's appointment, or for nominating a person for appointment, is treated as a motion for his appointment.
                                                                                                          (4) Nothing in this section applies to a resolution amending the company's articles.

                                                                                                        • 152. Validity of acts of directors

                                                                                                          (1) The acts of a person acting as a director are valid notwithstanding that it is afterwards discovered—
                                                                                                          (a) that there was a defect in his appointment,
                                                                                                          (b) that he was disqualified from holding office,
                                                                                                          (c) that he had ceased to hold office, and
                                                                                                          (d) that he was not entitled to vote on the matter in question.
                                                                                                          (2) This applies even if the resolution for his appointment is void under section151 (appointment of directors of public company to be voted on individually).

                                                                                                        • 153. Register of directors

                                                                                                          (1) Every company must keep a register of its directors.
                                                                                                          (2) The register must contain the required particulars (see sections 154 (particulars of directors to be registered: individuals), 155 (particulars of directors to be registered: corporate directors and firms) and 156 (register of directors' residential addresses)) of each person who is a director of the company.
                                                                                                          (3) The register must be kept available for inspection—
                                                                                                          (a) at the company's registered office, or
                                                                                                          (b) at a place specified in rules made by the Board under section 996 (rules about where certain company records to be kept available for inspection).
                                                                                                          (4) The company must give notice to the Registrar—
                                                                                                          (a) of the place at which the register is kept available for inspection, and
                                                                                                          (b) of any change in that place,
                                                                                                          unless it has at all times been kept at the company's registered office.
                                                                                                          (5) The register must be open to the inspection—
                                                                                                          (a) of any member of the company without charge, and
                                                                                                          (b) of any other person on payment of such fee as may be prescribed.
                                                                                                          (6) If default is made in complying with subsection (1), (2) or (3) or if default is made for 14 days in complying with subsection (4), or if an inspection required under subsection (5) is refused, a contravention of these Regulations is committed by—
                                                                                                          (a) the company, and
                                                                                                          (b) every officer of the company who is in default.
                                                                                                          For this purpose a shadow director is treated as an officer of the company.
                                                                                                          (7) A person who commits the contravention referred to in subsection (6) is liable to a level 1 fine.
                                                                                                          (8) In the case of a refusal of inspection of the register, the Court may by order compel an immediate inspection of it.
                                                                                                          (9) Subsection (5)(b) shall not apply to a restricted scope company.

                                                                                                        • 154. Particulars of directors to be registered: individuals

                                                                                                          (1) A company's register of directors must contain the following particulars in the case of an individual—
                                                                                                          (a) name and any former name,
                                                                                                          (b) a service address, which must be a PO Box address for directors resident in the United Arab Emirates,
                                                                                                          (c) the country or state in which he is usually resident,
                                                                                                          (d) nationality,
                                                                                                          (e) business occupation (if any),
                                                                                                          (f) date of birth.
                                                                                                          (2) For the purposes of this section "name" means a person's forename and surname.
                                                                                                          (3) For the purposes of this section a "former name" means a name by which the individual was formerly known for business purposes. Where a person is or was formerly known by more than one such name, each of them must be stated.
                                                                                                          (4) It is not necessary for the register to contain particulars of a former name in the following cases—
                                                                                                          (a) in the case of any person, where the former name—
                                                                                                          (i) was changed or disused before the person attained the age of 18 years, or
                                                                                                          (ii) has been changed or disused for 20 years or more.
                                                                                                          (5) A person's service address may be stated as the company's registered office.

                                                                                                        • 155. Particulars of directors to be registered: corporate directors and firms

                                                                                                          A company's register of directors must contain the following particulars in the case of a body corporate, or a firm that is a legal person under the law by which it is governed—

                                                                                                          (a) corporate or firm name,
                                                                                                          (b) registered or principal office,
                                                                                                          (c) particulars of—
                                                                                                          (i) the legal form of the company or firm and the law by which it is governed, and
                                                                                                          (ii) if applicable, the register in which it is entered (including details of the state) and its registration number in that register.

                                                                                                        • 156. Register of directors' residential addresses

                                                                                                          (1) Every company must keep a register of directors' residential addresses.
                                                                                                          (2) The register must state the usual residential address of each of the company's directors.
                                                                                                          (3) If a director's usual residential address is the same as his service address (as stated in the company's register of directors), the register of directors' residential addresses need only contain an entry to that effect. This does not apply if his service address is stated to be "The company's registered office".
                                                                                                          (4) If default is made in complying with this section, a contravention of these Regulations is committed by—
                                                                                                          (a) the company, and
                                                                                                          (b) every officer of the company who is in default.
                                                                                                          For this purpose a shadow director is treated as an officer of the company.
                                                                                                          (5) A person who commits the contravention referred to in subsection (4) is liable to a level 1 fine.
                                                                                                          (6) This section applies only to directors who are individuals, not where the director is a body corporate or a firm that is a legal person under the law by which it is governed.

                                                                                                        • 157. Duty to notify Registrar of changes

                                                                                                          (1) A company must, within the period of 14 days from—
                                                                                                          (a) a person becoming or ceasing to be a director, or
                                                                                                          (b) the occurrence of any change in the particulars contained in its register of directors or its register of directors' residential addresses,
                                                                                                          give notice to the Registrar of the change and of the date on which it occurred.
                                                                                                          (2) Notice of a person having become a director of the company must—
                                                                                                          (a) contain a statement of the particulars of the new director that are required to be included in the company's register of directors and its register of directors' residential addresses, and
                                                                                                          (b) be accompanied by a consent, by that person, to act in that capacity.
                                                                                                          (3) Where—
                                                                                                          (a) a company gives notice of a change of a director's service address as stated in the company's register of directors, and
                                                                                                          (b) the notice is not accompanied by notice of any resulting change in the particulars contained in the company's register of directors' residential addresses,
                                                                                                          the notice must be accompanied by a statement that no such change is required.
                                                                                                          (4) If default is made in complying with this section, a contravention of these Regulations is committed by—
                                                                                                          (a) the company, and
                                                                                                          (b) every officer of the company who is in default.
                                                                                                          For this purpose a shadow director is treated as an officer of the company.
                                                                                                          (5) A person who commits the contravention referred to in subsection (4) is liable to a level 1 fine.

                                                                                                        • 158. Resolution to remove director

                                                                                                          (1) A company may by ordinary resolution at a meeting remove a director before the expiration of his period of office, notwithstanding anything in any agreement between it and him.
                                                                                                          (2) Special notice is required of a resolution to remove a director under this section or to appoint somebody instead of a director so removed at the meeting at which he is removed.
                                                                                                          (3) A vacancy created by the removal of a director under this section, if not filled at the meeting at which he is removed, may be filled as a casual vacancy.
                                                                                                          (4) A person appointed director in place of a person removed under this section is treated, for the purpose of determining the time at which he or any other director is to retire, as if he had become director on the day on which the person in whose place he is appointed was last appointed a director.
                                                                                                          (5) This section is not to be taken—
                                                                                                          (a) as depriving a person removed under it of compensation or damages payable to him in respect of the termination of his appointment as director or of any appointment terminating with that as director, or
                                                                                                          (b) as derogating from any power to remove a director that may exist apart from this section.

                                                                                                        • 159. Director's right to protest against removal

                                                                                                          (1) On receipt of notice of an intended resolution to remove a director under section 158, (resolution to remove director) the company must forthwith send a copy of the notice to the director concerned.
                                                                                                          (2) The director (whether or not a member of the company) is entitled to be heard on the resolution at the meeting.
                                                                                                          (3) Where notice is given of an intended resolution to remove a director under that section, and the director concerned makes with respect to it representations in writing to the company (not exceeding a reasonable length) and requests their notification to members of the company, the company shall, unless the representations are received by it too late for it to do so—
                                                                                                          (a) in any notice of the resolution given to members of the company state the fact of the representations having been made, and
                                                                                                          (b) send a copy of the representations to every member of the company to whom notice of the meeting is sent (whether before or after receipt of the representations by the company).
                                                                                                          (4) If a copy of the representations is not sent as required by subsection (3) because received too late or because of the company's default, the director may (without prejudice to his right to be heard orally) require that the representations shall be read out at the meeting.
                                                                                                          (5) Copies of the representations need not be sent out and the representations need not be read out at the meeting if, on the application either of the company or of any other person who claims to be aggrieved, the Court is satisfied that the rights conferred by this section are being abused.
                                                                                                          (6) The Court may order the company's costs on an application under subsection (5) to be paid in whole or in part by the director, notwithstanding that he is not a party to the application.

                                                                                                    • CHAPTER 2 CHAPTER 2 GENERAL DUTIES OF DIRECTORS

                                                                                                      • Introductory

                                                                                                        • 160. Scope and nature of general duties

                                                                                                          (1) The general duties specified in sections 161 (duty to act within powers) to 167 (duty to declare interest in proposed transaction or arrangement) are owed by a director of a company to the company.
                                                                                                          (2) A person who ceases to be a director continues to be subject—
                                                                                                          (a) to the duty in section 165 (duty to avoid conflicts of interest) as regards the exploitation of any property, information or opportunity of which he became aware at a time when he was a director, and
                                                                                                          (b) to the duty in section 166 (duty not to accept benefits from third parties) as regards things done or omitted by him before he ceased to be a director.
                                                                                                          To that extent those duties apply to a former director as to a director, subject to any necessary adaptations.
                                                                                                          (3) The general duties are based on certain common law rules and equitable principles as they apply in relation to directors and have effect in place of those rules and principles as regards the duties owed to a company by a director.
                                                                                                          (4) The general duties shall be interpreted and applied in the same way as common law rules or equitable principles, and regard shall be had to the corresponding common law rules and equitable principles in interpreting and applying the general duties.
                                                                                                          (5) The general duties apply to shadow directors where, and to the extent that, the corresponding common law rules or equitable principles so apply.

                                                                                                        • 161. Duty to act within powers

                                                                                                          A director of a company must—

                                                                                                          (a) act in accordance with the company's constitution, and
                                                                                                          (b) only exercise powers for the purposes for which they are conferred.

                                                                                                        • 162. Duty to promote the success of the company

                                                                                                          (1) A director of a company must act in the way he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to—
                                                                                                          (a) the likely consequences of any decision in the long term,
                                                                                                          (b) the interests of the company's employees,
                                                                                                          (c) the need to foster the company's business relationships with suppliers, customers and others,
                                                                                                          (d) the impact of the company's operations on the community and the environment,
                                                                                                          (e) the desirability of the company maintaining a reputation for high standards of business conduct, and
                                                                                                          (f) the need to act fairly as between members of the company.
                                                                                                          (2) Where or to the extent that the purposes of the company consist of or include purposes other than the benefit of its members, subsection (1) has effect as if the reference to promoting the success of the company for the benefit of its members were to achieving those purposes.
                                                                                                          (3) The duty imposed by this section has effect subject to any rule of law applicable in the Abu Dhabi Global Market requiring directors, in certain circumstances, to consider or act in the interests of creditors of the company.

                                                                                                        • 163. Duty to exercise independent judgment

                                                                                                          (1) A director of a company must exercise independent judgment.
                                                                                                          (2) This duty is not infringed by his acting—
                                                                                                          (a) in accordance with an agreement duly entered into by the company that restricts the future exercise of discretion by its directors, or
                                                                                                          (b) in a way authorised by the company's constitution.

                                                                                                        • 164. Duty to exercise reasonable care, skill and diligence

                                                                                                          (1) A director of a company must exercise reasonable care, skill and diligence.
                                                                                                          (2) This means the care, skill and diligence that would be exercised by a reasonably diligent person with—
                                                                                                          (a) the general knowledge, skill and experience that may reasonably be expected of a person carrying out the functions carried out by the director in relation to the company, and
                                                                                                          (b) the general knowledge, skill and experience that the director has.

                                                                                                        • 165. Duty to avoid conflicts of interest

                                                                                                          (1) A director of a company must not act on behalf of a company, or exercise any of his powers as a director, in relation to any matter in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the company.
                                                                                                          (2) This applies in particular to the exploitation of any property, information or opportunity (and it is immaterial whether the company could take advantage of the property, information or opportunity).
                                                                                                          (3) This duty does not apply to a conflict of interest arising in relation to a transaction or arrangement with the company.
                                                                                                          (4) This duty is not infringed—
                                                                                                          (a) if the situation cannot reasonably be regarded as likely to give rise to a conflict of interest, or
                                                                                                          (b) if the matter has been authorised by the directors who do not have a direct or indirect interest that conflicts with the interests of the company in such matter ("non-conflicted directors"), or
                                                                                                          (c) if the matter is authorised by the members.
                                                                                                          (5) Authorisation may be given by the non-conflicted directors—
                                                                                                          (a) where the company is a private company and nothing in the company's constitution invalidates such authorisation, by the matter being proposed to and authorised by the non-conflicted directors, or
                                                                                                          (b) where the company is a public company and its constitution includes provision enabling the non-conflicted directors to authorise the matter, by the matter being proposed to and authorised by them in accordance with the constitution.
                                                                                                          (6) The authorisation is effective only if—
                                                                                                          (a) any requirement as to the quorum at the meeting at which the matter is considered is met without counting the director in question or any other director with a direct or indirect interest that conflicts with the interests of the company in such matter, and
                                                                                                          (b) the matter was agreed to without their voting or would have been agreed to if their votes had not been counted.
                                                                                                          (7) Any reference in this section to a conflict of interest includes a conflict of interest and duty and a conflict of duties.

                                                                                                        • 166. Duty not to accept benefits from third parties

                                                                                                          (1) A director of a company must not accept a benefit from a third party conferred by reason of—
                                                                                                          (a) his being a director, or
                                                                                                          (b) his doing (or not doing) anything as director.
                                                                                                          (2) A "third party" means a person other than the company, an associated body corporate or a person acting on behalf of the company or an associated body corporate.
                                                                                                          (3) Benefits received by a director from a person by whom his services (as a director or otherwise) are provided to the company are not regarded as conferred by a third party.
                                                                                                          (4) This duty is not infringed if the acceptance of the benefit cannot reasonably be regarded as likely to give rise to a conflict of interest.
                                                                                                          (5) Any reference in this section to a conflict of interest includes a conflict of interest and duty and a conflict of duties.

                                                                                                        • 167. Duty to declare interest in proposed transaction or arrangement

                                                                                                          (1) If a director of a company is in any way, directly or indirectly, interested in a proposed transaction or arrangement with the company, he must declare the nature and extent of that interest to the other directors.
                                                                                                          (2) The declaration may (but need not) be made—
                                                                                                          (a) at a meeting of the directors, or
                                                                                                          (b) by notice to the directors in accordance with—
                                                                                                          (i) section 173 (declaration made by notice in writing), or
                                                                                                          (ii) section174 (general notice treated as sufficient declaration).
                                                                                                          (3) If a declaration of interest under this section proves to be, or becomes, inaccurate or incomplete, a further declaration must be made.
                                                                                                          (4) Any declaration required by this section must be made before the company enters into the transaction or arrangement.
                                                                                                          (5) This section does not require a declaration of an interest of which the director is not aware or where the director is not aware of the transaction or arrangement in question.

                                                                                                          For this purpose a director is treated as being aware of matters of which he ought reasonably to be aware.
                                                                                                          (6) A director need not declare an interest—
                                                                                                          (a) if it cannot reasonably be regarded as likely to give rise to a conflict of interest,
                                                                                                          (b) if, or to the extent that, the other directors are already aware of it (and for this purpose the other directors are treated as aware of anything of which they ought reasonably to be aware), or
                                                                                                          (c) if, or to the extent that, it concerns terms of his service contract that have been or are to be considered—
                                                                                                          (i) by a meeting of the directors, or
                                                                                                          (ii) by a committee of the directors appointed for the purpose under the company's constitution.

                                                                                                        • 168. Consequences of breach of general duties

                                                                                                          (1) The consequences of breach (or threatened breach) of sections 161 (duty to act within powers) to 167 (duty to declare interest in proposed transaction or arrangement) are the same as would apply if the corresponding common law rule or equitable principle applied pursuant to the laws applicable in the Abu Dhabi Global Market.
                                                                                                          (2) The duties in those sections, (with the exception of section 164 (duty to exercise reasonable care, skill and diligence)), are, accordingly, enforceable in the same way as any other fiduciary duty owed to a company by its directors.

                                                                                                        • 169. Cases within more than one of the general duties

                                                                                                          Except as otherwise provided, more than one of the general duties may apply in any given case.

                                                                                                        • 170. Consent, approval or authorisation by members

                                                                                                          (1) In a case where—
                                                                                                          (a) section165 (duty to avoid conflicts of interest) is complied with by authorisation by the directors, or
                                                                                                          (b) section167 (duty to declare interest in proposed transaction or arrangement) is complied with,
                                                                                                          the transaction or arrangement is not liable to be set aside by virtue of any common law rule or equitable principle requiring the consent or approval of the members of the company.

                                                                                                          This is without prejudice to any law or regulation applicable to the Abu Dhabi Global Market, or provision of the company's constitution, requiring such consent or approval.
                                                                                                          (2) The application of the general duties is not affected by the fact that the case also falls within Chapter 4 (transactions requiring approval of members), except that where either of those Chapters applies and—
                                                                                                          (a) approval is given under the Chapter concerned, or
                                                                                                          (b) the matter is one as to which it is provided that approval is not needed,
                                                                                                          it is not necessary also to comply with section 165 (duty to avoid conflicts of interest) or section 166 (duty not to accept benefits from third parties).
                                                                                                          (3) Compliance with the general duties does not remove the need for approval under any applicable provision of Chapter 4 (transactions requiring approval of members).
                                                                                                          (4) The general duties—
                                                                                                          (a) have effect subject to any rule of law enabling the company to give authority, specifically or generally, for anything to be done (or omitted) by the directors, or any of them, that would otherwise be a breach of duty, and
                                                                                                          (b) where the company's articles contain provisions for dealing with conflicts of interest, are not infringed by anything done (or omitted) by the directors, or any of them, in accordance with those provisions.
                                                                                                          (5) Otherwise, the general duties have effect (except as otherwise provided or the context otherwise requires) notwithstanding any rule of law applicable in the Abu Dhabi Global Market.

                                                                                                    • CHAPTER 3 CHAPTER 3 DECLARATION OF INTEREST IN EXISTING TRANSACTION OR ARRANGEMENT

                                                                                                      • 171. Declaration of interest in existing transaction or arrangement

                                                                                                        (1) Where a director of a company is in any way, directly or indirectly, interested in a transaction or arrangement that has been entered into by the company, he must declare the nature and extent of the interest to the other directors in accordance with this section.

                                                                                                        This section does not apply if or to the extent that the interest has been declared under section 167 (duty to declare interest in proposed transaction or arrangement).
                                                                                                        (2) The declaration must be made—
                                                                                                        (a) at a meeting of the directors, or
                                                                                                        (b) by notice in writing (see section 173 (declaration made by notice in writing)), or
                                                                                                        (c) by general notice (see section 174 (general notice treated as sufficient declaration)).
                                                                                                        (3) If a declaration of interest under this section proves to be, or becomes, inaccurate or incomplete, a further declaration must be made.
                                                                                                        (4) Any declaration required by this section must be made as soon as is reasonably practicable.

                                                                                                        Failure to comply with this requirement does not affect the underlying duty to make the declaration.
                                                                                                        (5) This section does not require a declaration of an interest of which the director is not aware or where the director is not aware of the transaction or arrangement in question.

                                                                                                        For this purpose a director is treated as being aware of matters of which he ought reasonably to be aware.
                                                                                                        (6) A director need not declare an interest under this section—
                                                                                                        (a) if it cannot reasonably be regarded as likely to give rise to a conflict of interest,
                                                                                                        (b) if, or to the extent that, the other directors are already aware of it (and for this purpose the other directors are treated as aware of anything of which they ought reasonably to be aware), or
                                                                                                        (c) if, or to the extent that, it concerns terms of his service contract that have been or are to be considered—
                                                                                                        (i) by a meeting of the directors, or
                                                                                                        (ii) by a committee of the directors appointed for the purpose under the company's constitution.

                                                                                                      • 172. Failure to declare interest

                                                                                                        (1) A director who fails to comply with the requirements of section 171 (declaration of interest in existing transaction or arrangement) commits a contravention of these Regulations.
                                                                                                        (2) A person who commits the contravention referred to in subsection (1) shall be liable to a level 2 fine.

                                                                                                      • 173. Declaration made by notice in writing

                                                                                                        (1) This section applies to a declaration of interest made by notice in writing.
                                                                                                        (2) The director must send the notice to the other directors.
                                                                                                        (3) The notice may be sent in hard copy form or, if the recipient has agreed to receive it in electronic form, in an agreed electronic form.
                                                                                                        (4) The notice may be sent—
                                                                                                        (a) by hand or by post, or
                                                                                                        (b) if the recipient has agreed to receive it by electronic means, by agreed electronic means.
                                                                                                        (5) Where a director declares an interest by notice in writing in accordance with this section—
                                                                                                        (a) the making of the declaration is deemed to form part of the proceedings at the next meeting of the directors after the notice is given, and
                                                                                                        (b) the provisions of section 272 (minutes of directors' meetings) apply as if the declaration had been made at that meeting.

                                                                                                      • 174. General notice treated as sufficient declaration

                                                                                                        (1) General notice in accordance with this section is a sufficient declaration of interest in relation to the matters to which it relates.
                                                                                                        (2) General notice is notice given to the directors of a company to the effect that the director—
                                                                                                        (a) has an interest (as member, officer, employee or otherwise) in a specified body corporate or firm and is to be regarded as interested in any transaction or arrangement that may, after the date of the notice, be made with that body corporate or firm, or
                                                                                                        (b) is connected with a specified person (other than a body corporate or firm) and is to be regarded as interested in any transaction or arrangement that may, after the date of the notice, be made with that person.
                                                                                                        (3) The notice must state the nature and extent of the director's interest in the body corporate or firm or, as the case may be, the nature of his connection with the person.
                                                                                                        (4) General notice is not effective unless—
                                                                                                        (a) it is given at a meeting of the directors, or
                                                                                                        (b) the director takes reasonable steps to secure that it is brought up and read at the next meeting of the directors after it is given.

                                                                                                      • 175. Declaration of interest in case of company with sole director

                                                                                                        (1) Where a declaration of interest under section 171 (declaration of interest in existing transaction or arrangement) is required of a sole director of a company that is required to have more than one director—
                                                                                                        (a) the declaration must be recorded in writing,
                                                                                                        (b) the making of the declaration is deemed to form part of the proceedings at the next meeting of the directors after the notice is given, and
                                                                                                        (c) the provisions of section 272 (minutes of directors' meetings) apply as if the declaration had been made at that meeting.
                                                                                                        (2) Nothing in this section affects the operation of section 218 (contract with sole member who is also a director).

                                                                                                      • 176. Declaration of interest in existing transaction by shadow director

                                                                                                        (1) The provisions of this Chapter relating to the duty under section 171 (declaration of interest in existing transaction or arrangement) apply to a shadow director as to a director, but with the following adaptations.
                                                                                                        (2) Subsection (2)(a) at section 171 (declaration of interest in existing transaction or arrangement) does not apply.
                                                                                                        (3) In section 174 (general notice treated as sufficient declaration), subsection (4) (notice to be given at or brought up and read at meeting of directors) does not apply.
                                                                                                        (4) General notice by a shadow director is not effective unless given by notice in writing in accordance with section 173 (declaration made by notice in writing).

                                                                                                    • CHAPTER 4 CHAPTER 4 TRANSACTIONS WITH DIRECTORS REQUIRING APPROVAL OF MEMBERS

                                                                                                      • Service contracts

                                                                                                        • 177. Directors' long-term service contracts: requirement of members' approval

                                                                                                          (1) This section applies to provision under which the guaranteed term of a director's employment—
                                                                                                          (a) with the company of which he is a director, or
                                                                                                          (b) where he is the director of a holding company, within the group consisting of that company and its subsidiaries,
                                                                                                          is, or may be, longer than two years.
                                                                                                          (2) A company may not agree to such provision unless it has been approved—
                                                                                                          (a) by resolution of the members of the company, and
                                                                                                          (b) in the case of a director of a holding company, by resolution of the members of that company.
                                                                                                          (3) The guaranteed term of a director's employment is—
                                                                                                          (a) the period (if any) during which the director's employment—
                                                                                                          (i) is to continue, or may be continued otherwise than at the instance of the company (whether under the original agreement or under a new agreement entered into in pursuance of it), and
                                                                                                          (ii) cannot be terminated by the company by notice, or can be so terminated only in specified circumstances, or
                                                                                                          (b) in the case of employment terminable by the company by notice, the period of notice required to be given,
                                                                                                          or, in the case of employment having a period within subsection(3)(a) and a period within subsection (3)(b), the aggregate of those periods.
                                                                                                          (4) If more than six months before the end of the guaranteed term of a director's employment the company enters into a further service contract (otherwise than in pursuance of a right conferred, by or under the original contract, on the other party to it), this section applies as if there were added to the guaranteed term of the new contract the unexpired period of the guaranteed term of the original contract.
                                                                                                          (5) A resolution approving provision to which this section applies must not be passed unless a memorandum setting out the proposed contract incorporating the provision is made available to members—
                                                                                                          (a) in the case of a written resolution, by being sent or submitted to every eligible member at or before the time at which the proposed resolution is sent or submitted to him,
                                                                                                          (b) in the case of a resolution at a meeting, by being made available for inspection by members of the company both—
                                                                                                          (i) at the company's registered office for not less than 15 days ending with the date of the meeting, and
                                                                                                          (ii) at the meeting itself.
                                                                                                          (6) No approval is required under this section on the part of the members of a body corporate that—
                                                                                                          (a) is not a company registered in the Abu Dhabi Global Market,
                                                                                                          (b) is a wholly-owned subsidiary of another body corporate, or
                                                                                                          (c) is a restricted scope company.
                                                                                                          (7) In this section "employment" means any employment under a director's service contract.

                                                                                                        • 178. Directors' long-term service contracts: consequences of contravention

                                                                                                          If a company agrees to provision in contravention of section 177 (directors' long-term service contracts)—

                                                                                                          (a) the provision is void, to the extent of the contravention, and
                                                                                                          (b) the contract is deemed to contain a term entitling the company to terminate it at any time by the giving of reasonable notice.

                                                                                                      • Substantial property transactions

                                                                                                        • 179. Substantial property transactions: requirement of members' approval

                                                                                                          (1) A company may not enter into an arrangement under which—
                                                                                                          (a) a director of the company or of its holding company, or a person connected with such a director, acquires or is to acquire from the company (directly or indirectly) a substantial non-cash asset, or
                                                                                                          (b) the company acquires or is to acquire a substantial non-cash asset (directly or indirectly) from such a director or a person so connected,
                                                                                                          unless the arrangement has been approved by a resolution of the members of the company or is conditional on such approval being obtained.

                                                                                                          For the meaning of "substantial non-cash asset" see section 180 (meaning of substantial).
                                                                                                          (2) If the director or connected person is a director of the company's holding company or a person connected with such a director, the arrangement must also have been approved by a resolution of the members of the holding company or be conditional on such approval being obtained.
                                                                                                          (3) A company shall not be subject to any liability by reason of a failure to obtain approval required by this section.
                                                                                                          (4) No approval is required under this section on the part of the members of a body corporate that—
                                                                                                          (a) is not a company registered in the Abu Dhabi Global Market,
                                                                                                          (b) is a wholly-owned subsidiary of another body corporate, or
                                                                                                          (c) is a restricted scope company.
                                                                                                          (5) For the purposes of this section—
                                                                                                          (a) an arrangement involving more than one non-cash asset, or
                                                                                                          (b) an arrangement that is one of a series involving non-cash assets,
                                                                                                          shall be treated as if they involved a non-cash asset of a value equal to the aggregate value of all the non-cash assets involved in the arrangement or, as the case may be, the series.
                                                                                                          (6) This section does not apply to a transaction so far as it relates—
                                                                                                          (a) to anything to which a director of a company is entitled under his service contract, or
                                                                                                          (b) to payment for loss of office as defined in section 203 (payments for loss of office).

                                                                                                        • 180. Meaning of "substantial"

                                                                                                          (1) This section explains what is meant in section 179 (substantial property transactions) by a "substantial non-cash asset".
                                                                                                          (2) An asset is a substantial asset in relation to a company if its value—
                                                                                                          (a) exceeds 10% of the company's asset value and is more than 5,000 US dollars, or
                                                                                                          (b) exceeds 100,000 US dollars.
                                                                                                          (3) For this purpose a company's "asset value" at any time is—
                                                                                                          (a) the value of the company's net assets determined by reference to its most recent statutory accounts, or
                                                                                                          (b) if no statutory accounts have been prepared or are required to be prepared, the amount of the company's called-up share capital.
                                                                                                          (4) A company's "statutory accounts" means its annual accounts prepared in accordance with Part 14, and its "most recent" statutory accounts means those in relation to which the time for sending them out to members (see section 406 (time allowed for sending out copies of accounts and reports)) is most recent.
                                                                                                          (5) Whether an asset is a substantial asset shall be determined as at the time the arrangement is entered into.

                                                                                                        • 181. Exception for transactions with members or other group companies

                                                                                                          Approval is not required under section 179 (substantial property transactions)—

                                                                                                          (a) for a transaction between a company and a person in his character as a member of that company, or
                                                                                                          (b) for a transaction between—
                                                                                                          (i) a holding company and its wholly-owned subsidiary, or
                                                                                                          (ii) two wholly-owned subsidiaries of the same holding company.

                                                                                                        • 182. Exception in case of company in winding up or administration

                                                                                                          (1) This section applies to a company—
                                                                                                          (a) that is being wound up (unless the winding up is a members' voluntary winding up), or
                                                                                                          (b) that is in administration within the meaning of the Insolvency Regulations 2015.
                                                                                                          (2) Approval is not required under section 179 (substantial property transactions)—
                                                                                                          (a) on the part of the members of a company to which this section applies, or
                                                                                                          (b) for an arrangement entered into by a company to which this section applies.

                                                                                                        • 183. Exception for transactions on recognised investment exchange

                                                                                                          (1) Approval is not required under section 179 (substantial property transactions) for a transaction on a recognised investment exchange effected by a director, or a person connected with him, through the agency of a person who in relation to the transaction acts as an independent broker.
                                                                                                          (2) For this purpose "independent broker" means a person who, independently of the director or any person connected with him, selects the person with whom the transaction is to be effected.

                                                                                                        • 184. Property transactions: consequences of contravention

                                                                                                          (1) This section applies where a company enters into an arrangement in contravention of section 179 (substantial property transactions).
                                                                                                          (2) The arrangement, and any transaction entered into in pursuance of the arrangement (whether by the company or any other person), is voidable at the instance of the company, unless—
                                                                                                          (a) restitution of any money or other asset that was the subject matter of the arrangement or transaction is no longer possible,
                                                                                                          (b) the company has been indemnified in pursuance of this section by any other persons for the loss or damage suffered by it, or
                                                                                                          (c) rights acquired in good faith, for value and without actual notice of the contravention by a person who is not a party to the arrangement or transaction would be affected by the avoidance.
                                                                                                          (3) Whether or not the arrangement or any such transaction has been avoided, each of the persons specified in subsection (4) is liable—
                                                                                                          (a) to account to the company for any gain that he has made directly or indirectly by the arrangement or transaction, and
                                                                                                          (b) (jointly and severally with any other person so liable under this section) to indemnify the company for any loss or damage resulting from the arrangement or transaction.
                                                                                                          (4) The persons so liable are—
                                                                                                          (a) any director of the company or of its holding company with whom the company entered into the arrangement in contravention of section179 (substantial property transactions),
                                                                                                          (b) any person with whom the company entered into the arrangement in contravention of that section who is connected with a director of the company or of its holding company,
                                                                                                          (c) the director of the company or of its holding company with whom any such person is connected, and
                                                                                                          (d) any other director of the company who authorised the arrangement or any transaction entered into in pursuance of such an arrangement.
                                                                                                          (5) Subsections (3) and (4) are subject to the following two subsections.
                                                                                                          (6) In the case of an arrangement entered into by a company in contravention of section 179 (substantial property transactions) with a person connected with a director of the company or of its holding company, that director is not liable by virtue of subsection (4)(c) if he shows that he took all reasonable steps to secure the company's compliance with that section.
                                                                                                          (7) In any case—
                                                                                                          (a) a person so connected is not liable by virtue of subsection (4)(b), and
                                                                                                          (b) a director is not liable by virtue of subsection (4)(d),
                                                                                                          if he shows that, at the time the arrangement was entered into, he did not know the relevant circumstances constituting the contravention.
                                                                                                          (8) Nothing in this section shall be read as excluding the operation of any rule of law applicable in the Abu Dhabi Global Market by virtue of which the arrangement or transaction may be called in question or any liability to the company may arise.

                                                                                                        • 185. Property transactions: effect of subsequent affirmation

                                                                                                          Where a transaction or arrangement is entered into by a company in contravention of section 179 (substantial property transactions) but, within a reasonable period, it is affirmed—

                                                                                                          (a) in the case of a contravention of subsection (1) of that section, by resolution of the members of the company, and
                                                                                                          (b) in the case of a contravention of subsection (2) of that section, by resolution of the members of the holding company,

                                                                                                          the transaction or arrangement may no longer be avoided under section 184 (property transactions: consequences of contravention).

                                                                                                      • Loans, quasi-loans and credit transactions

                                                                                                        • 186. Loans to directors: requirement of members' approval

                                                                                                          (1) A company may not—
                                                                                                          (a) make a loan to a director of the company or of its holding company, or
                                                                                                          (b) give a guarantee or provide security in connection with a loan made by any person to such a director,
                                                                                                          unless the transaction has been approved by a resolution of the members of the company or is conditional on such approval being obtained.
                                                                                                          (2) If the director is a director of the company's holding company, the transaction must also have been approved by a resolution of the members of the holding company.
                                                                                                          (3) A resolution approving a transaction to which this section applies must not be passed unless a memorandum setting out the matters mentioned in subsection (4) is made available to members—
                                                                                                          (a) in the case of a written resolution, by being sent or submitted to every eligible member at or before the time at which the proposed resolution is sent or submitted to him,
                                                                                                          (b) in the case of a resolution at a meeting, by being made available for inspection by members of the company both—
                                                                                                          (i) at the company's registered office for not less than 15 days ending with the date of the meeting, and
                                                                                                          (ii) at the meeting itself.
                                                                                                          (4) The matters to be disclosed are—
                                                                                                          (a) the nature of the transaction,
                                                                                                          (b) the amount of the loan and the purpose for which it is required, and
                                                                                                          (c) the extent of the company's liability under any transaction connected with the loan.
                                                                                                          (5) No approval is required under this section on the part of the members of a body corporate that—
                                                                                                          (a) is not a company registered in the Abu Dhabi Global Market,
                                                                                                          (b) is a wholly-owned subsidiary of another body corporate, or
                                                                                                          (c) is a restricted scope company.

                                                                                                        • 187. Quasi-loans to directors: requirement of members' approval

                                                                                                          (1) This section applies to a company if it is—
                                                                                                          (a) a public company, or
                                                                                                          (b) a company associated with a public company.
                                                                                                          (2) A company to which this section applies may not—
                                                                                                          (a) make a quasi-loan to a director of the company or of its holding company, or
                                                                                                          (b) give a guarantee or provide security in connection with a quasi-loan made by any person to such a director,
                                                                                                          unless the transaction has been approved by a resolution of the members of the company.
                                                                                                          (3) If the director is a director of the company's holding company, the transaction must also have been approved by a resolution of the members of the holding company.
                                                                                                          (4) A resolution approving a transaction to which this section applies must not be passed unless a memorandum setting out the matters mentioned in subsection (5) is made available to members—
                                                                                                          (a) in the case of a written resolution, by being sent or submitted to every eligible member at or before the time at which the proposed resolution is sent or submitted to him,
                                                                                                          (b) in the case of a resolution at a meeting, by being made available for inspection by members of the company both—
                                                                                                          (i) at the company's registered office for not less than 15 days ending with the date of the meeting, and
                                                                                                          (ii) at the meeting itself.
                                                                                                          (5) The matters to be disclosed are—
                                                                                                          (a) the nature of the transaction,
                                                                                                          (b) the amount of the quasi-loan and the purpose for which it is required, and
                                                                                                          (c) the extent of the company's liability under any transaction connected with the quasi-loan.
                                                                                                          (6) No approval is required under this section on the part of the members of a body corporate that—
                                                                                                          (a) is not a company registered in the Abu Dhabi Global Market, or
                                                                                                          (b) is a wholly-owned subsidiary of another body corporate.
                                                                                                          (c) is a restricted scope company

                                                                                                        • 188. Meaning of "quasi-loan" and related expressions

                                                                                                          (1) A "quasi-loan" is a transaction under which one party ("the creditor") agrees to pay, or pays otherwise than in pursuance of an agreement, a sum for another ("the borrower") or agrees to reimburse, or reimburses otherwise than in pursuance of an agreement, expenditure incurred by another party for another ("the borrower")—
                                                                                                          (a) on terms that the borrower (or a person on his behalf) will reimburse the creditor, or
                                                                                                          (b) in circumstances giving rise to a liability on the borrower to reimburse the creditor.
                                                                                                          (2) Any reference to the person to whom a quasi-loan is made is a reference to the borrower.
                                                                                                          (3) The liabilities of the borrower under a quasi-loan include the liabilities of any person who has agreed to reimburse the creditor on behalf of the borrower.

                                                                                                        • 189. Loans or quasi-loans to persons connected with directors: requirement of members' approval

                                                                                                          (1) This section applies to a company if it is—
                                                                                                          (a) a public company, or
                                                                                                          (b) a company associated with a public company.
                                                                                                          (2) A company to which this section applies may not—
                                                                                                          (a) make a loan or quasi-loan to a person connected with a director of the company or of its holding company, or
                                                                                                          (b) give a guarantee or provide security in connection with a loan or quasi-loan made by any person to a person connected with such a director,
                                                                                                          unless the transaction has been approved by a resolution of the members of the company.
                                                                                                          (3) If the connected person is a person connected with a director of the company's holding company, the transaction must also have been approved by a resolution of the members of the holding company.
                                                                                                          (4) A resolution approving a transaction to which this section applies must not be passed unless a memorandum setting out the matters mentioned in subsection (5) is made available to members—
                                                                                                          (a) in the case of a written resolution, by being sent or submitted to every eligible member at or before the time at which the proposed resolution is sent or submitted to him,
                                                                                                          (b) in the case of a resolution at a meeting, by being made available for inspection by members of the company both—
                                                                                                          (i) at the company's registered office for not less than 15 days ending with the date of the meeting, and
                                                                                                          (ii) at the meeting itself.
                                                                                                          (5) The matters to be disclosed are—
                                                                                                          (a) the nature of the transaction,
                                                                                                          (b) the amount of the loan or quasi-loan and the purpose for which it is required, and
                                                                                                          (c) the extent of the company's liability under any transaction connected with the loan or quasi-loan.
                                                                                                          (6) No approval is required under this section on the part of the members of a body corporate that—
                                                                                                          (a) is not a company registered in the Abu Dhabi Global Market, or
                                                                                                          (b) is a wholly-owned subsidiary of another body corporate, or
                                                                                                          (c) is a restricted scope company.

                                                                                                        • 190. Credit transactions: requirement of members' approval

                                                                                                          (1) This section applies to a company if it is—
                                                                                                          (a) a public company, or
                                                                                                          (b) a company associated with a public company.
                                                                                                          (2) A company to which this section applies may not—
                                                                                                          (a) enter into a credit transaction as creditor for the benefit of a director of the company or of its holding company, or a person connected with such a director, or
                                                                                                          (b) give a guarantee or provide security in connection with a credit transaction entered into by any person for the benefit of such a director, or a person connected with such a director,
                                                                                                          unless the transaction (that is, the credit transaction, the giving of the guarantee or the provision of security, as the case may be) has been approved by a resolution of the members of the company.
                                                                                                          (3) If the director or connected person is a director of its holding company or a person connected with such a director, the transaction must also have been approved by a resolution of the members of the holding company.
                                                                                                          (4) A resolution approving a transaction to which this section applies must not be passed unless a memorandum setting out the matters mentioned in subsection (5) is made available to members—
                                                                                                          (a) in the case of a written resolution, by being sent or submitted to every eligible member at or before the time at which the proposed resolution is sent or submitted to him,
                                                                                                          (b) in the case of a resolution at a meeting, by being made available for inspection by members of the company both—
                                                                                                          (i) at the company's registered office for not less than 15 days ending with the date of the meeting, and
                                                                                                          (ii) at the meeting itself.
                                                                                                          (5) The matters to be disclosed are—
                                                                                                          (a) the nature of the transaction,
                                                                                                          (b) the value of the credit transaction and the purpose for which the land, goods or services sold or otherwise disposed of, leased, hired or supplied under the credit transaction are required, and
                                                                                                          (c) the extent of the company's liability under any transaction connected with the credit transaction.
                                                                                                          (6) No approval is required under this section on the part of the members of a body corporate that—
                                                                                                          (a) is not a company registered in the Abu Dhabi Global Market,
                                                                                                          (b) is a wholly-owned subsidiary of another body corporate, or
                                                                                                          (c) is a restricted scope company.

                                                                                                        • 191. Meaning of "credit transaction"

                                                                                                          (1) A "credit transaction" is a transaction under which one party ("the creditor")—
                                                                                                          (a) supplies any goods or sells any land under a hire-purchase agreement or a conditional sale agreement,
                                                                                                          (b) leases or hires any land or goods in return for periodical payments, or
                                                                                                          (c) otherwise disposes of land or supplies goods or services on the understanding that payment (whether in a lump sum or instalments or by way of periodical payments or otherwise) is to be deferred.
                                                                                                          (2) Any reference to the person for whose benefit a credit transaction is entered into is to the person to whom goods, land or services are supplied, sold, leased, hired or otherwise disposed of under the transaction.
                                                                                                          (3) In this section-

                                                                                                          "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, and

                                                                                                          "services" means anything other than goods or land.

                                                                                                        • 192. Related arrangements: requirement of members' approval

                                                                                                          (1) A company may not—
                                                                                                          (a) take part in an arrangement under which—
                                                                                                          (i) another person enters into a transaction that, if it had been entered into by the company, would have required approval under section 186 (loans to directors), 187 (quasi-loans to directors), 189 (loans or quasi-loans to persons connected with directors) or 190 (credit transactions), and
                                                                                                          (ii) that person, in pursuance of the arrangement, obtains a benefit from the company or a body corporate associated with it, or
                                                                                                          (b) arrange for the assignment to it, or assumption by it, of any rights, obligations or liabilities under a transaction that, if it had been entered into by the company, would have required such approval,
                                                                                                          unless the arrangement in question has been approved by a resolution of the members of the company.
                                                                                                          (2) If the director or connected person for whom the transaction is entered into is a director of its holding company or a person connected with such a director, the arrangement must also have been approved by a resolution of the members of the holding company.
                                                                                                          (3) A resolution approving an arrangement to which this section applies must not be passed unless a memorandum setting out the matters mentioned in subsection (4) is made available to members—
                                                                                                          (a) in the case of a written resolution, by being sent or submitted to every eligible member at or before the time at which the proposed resolution is sent or submitted to him,
                                                                                                          (b) in the case of a resolution at a meeting, by being made available for inspection by members of the company both—
                                                                                                          (i) at the company's registered office for not less than 15 days ending with the date of the meeting, and
                                                                                                          (ii) at the meeting itself.
                                                                                                          (4) The matters to be disclosed are—
                                                                                                          (a) the matters that would have to be disclosed if the company were seeking approval of the transaction to which the arrangement relates,
                                                                                                          (b) the nature of the arrangement, and
                                                                                                          (c) the extent of the company's liability under the arrangement or any transaction connected with it.
                                                                                                          (5) No approval is required under this section on the part of the members of a body corporate that—
                                                                                                          (a) is not a company registered in the Abu Dhabi Global Market, or
                                                                                                          (b) is a wholly-owned subsidiary of another body corporate, or
                                                                                                          (c) is a restricted scope company.
                                                                                                          (6) In determining for the purposes of this section whether a transaction is one that would have required approval under section 186 (loans to directors), 187 (quasi-loans to directors), 189 (loans or quasi-loans to persons connected with directors) or 190 (credit transactions) if it had been entered into by the company, the transaction shall be treated as having been entered into on the date of the arrangement.

                                                                                                        • 193. Exception for expenditure on company business

                                                                                                          (1) Approval is not required under section 186 (loans to directors), 187 (quasi-loans to directors), 189 (loans or quasi-loans to persons connected with directors) or 190 (credit transactions) for anything done by a company—
                                                                                                          (a) to provide a director of the company or of its holding company, or a person connected with any such director, with funds to meet expenditure incurred or to be incurred by him—
                                                                                                          (i) for the purposes of the company, or
                                                                                                          (ii) for the purpose of enabling him properly to perform his duties as an officer of the company, or
                                                                                                          (b) to enable any such person to avoid incurring such expenditure.
                                                                                                          (2) This section does not authorise a company to enter into a transaction if the aggregate of—
                                                                                                          (a) the value of the transaction in question, and
                                                                                                          (b) the value of any other relevant transactions or arrangements,
                                                                                                          exceeds 50,000 US dollars.

                                                                                                        • 194. Exception for expenditure on defending proceedings etc.

                                                                                                          (1) Approval is not required under section 186 (loans to directors), 187 (quasi-loans to directors), 189 (loans or quasi-loans to persons connected with directors) or 190 (credit transactions) for anything done by a company—
                                                                                                          (a) to provide a director of the company or of its holding company with funds to meet expenditure incurred or to be incurred by him—
                                                                                                          (i) in defending any criminal or civil proceedings, or
                                                                                                          (ii) in connection with an application for relief (see subsection (5)), or
                                                                                                          (b) to enable any such director to avoid incurring such expenditure,
                                                                                                          if it is done on the following terms.
                                                                                                          (2) The terms are—
                                                                                                          (a) that the loan is to be repaid, or (as the case may be) any liability of the company incurred under any transaction connected with the thing done is to be discharged, in the event of—
                                                                                                          (i) the director being convicted in the proceedings,
                                                                                                          (ii) judgment being given against him in the proceedings, or
                                                                                                          (iii) the Court refusing to grant him relief on the application, and
                                                                                                          (b) that it is to be so repaid or discharged not later than—
                                                                                                          (i) the date when the conviction becomes final,
                                                                                                          (ii) the date when the judgment becomes final, or
                                                                                                          (iii) the date when the refusal of relief becomes final.
                                                                                                          (3) For this purpose a conviction, judgment or refusal of relief becomes final—
                                                                                                          (a) if not appealed against, at the end of the period for bringing an appeal,
                                                                                                          (b) if appealed against, when the appeal (or any further appeal) is disposed of.
                                                                                                          (4) An appeal is disposed of—
                                                                                                          (a) if it is determined and the period for bringing any further appeal has ended, or
                                                                                                          (b) if it is abandoned or otherwise ceases to have effect.
                                                                                                          (5) The reference in subsection (1)(a)(ii) to an application for relief is to an application for relief under section 601(3) or (4)(liability of others where nominee fails to make payment in respect of shares).

                                                                                                        • 195. Exception for expenditure in connection with regulatory action or investigation

                                                                                                          Approval is not required under section 186 (loans to directors), 187 (quasi-loans to directors), 189 (loans or quasi-loans to persons connected with directors) or 190 (credit transactions) for anything done by a company—

                                                                                                          (a) to provide a director of the company or of its holding company with funds to meet expenditure incurred or to be incurred by him in defending himself—
                                                                                                          (i) in an investigation by a regulatory authority, or
                                                                                                          (ii) against action proposed to be taken by a regulatory authority,
                                                                                                          in connection with any alleged negligence, default, breach of duty or breach of trust by him in relation to the company or an associated company, or
                                                                                                          (b) to enable any such director to avoid incurring such expenditure.

                                                                                                        • 196. Exceptions for minor and business transactions

                                                                                                          (1) Approval is not required under section 186 (loans to directors), 187 (quasi-loans to directors) or 189 (loans or quasi-loans to persons connected with directors) for a company to make a loan or quasi-loan, or to give a guarantee or provide security in connection with a loan or quasi-loan, if the aggregate of—
                                                                                                          (a) the value of the transaction, and
                                                                                                          (b) the value of any other relevant transactions or arrangements,
                                                                                                          does not exceed 10,000 US dollars.
                                                                                                          (2) Approval is not required under section 190 (credit transactions) for a company to enter into a credit transaction, or to give a guarantee or provide security in connection with a credit transaction, if the aggregate of—
                                                                                                          (a) the value of the transaction (that is, of the credit transaction, guarantee or security), and
                                                                                                          (b) the value of any other relevant transactions or arrangements,
                                                                                                          does not exceed 15,000 US dollars.
                                                                                                          (3) Approval is not required under section 190 (credit transactions) for a company to enter into a credit transaction, or to give a guarantee or provide security in connection with a credit transaction, if—
                                                                                                          (a) the transaction is entered into by the company in the ordinary course of the company's business, and
                                                                                                          (b) the value of the transaction is not greater, and the terms on which it is entered into are not more favourable, than it is reasonable to expect the company would have offered to, or in respect of, a person of the same financial standing but unconnected with the company.

                                                                                                        • 197. Exceptions for intra-group transactions

                                                                                                          (1) Approval is not required under section 186 (loans to directors), 187 (quasi-loans to directors) or 189 (loans or quasi-loans to persons connected with directors) for—
                                                                                                          (a) the making of a loan or quasi-loan to an associated body corporate, or
                                                                                                          (b) the giving of a guarantee or provision of security in connection with a loan or quasi-loan made to an associated body corporate.
                                                                                                          (2) Approval is not required under section 190 (credit transactions)—
                                                                                                          (a) to enter into a credit transaction as creditor for the benefit of an associated body corporate, or
                                                                                                          (b) to give a guarantee or provide security in connection with a credit transaction entered into by any person for the benefit of an associated body corporate.

                                                                                                        • 198. Exceptions for money-lending companies

                                                                                                          (1) Approval is not required under section 186 (loans to directors), 187 (quasi-loans to directors) or 189 (loans or quasi-loans to persons connected with directors) for the making of a loan or quasi-loan, or the giving of a guarantee or provision of security in connection with a loan or quasi-loan, by a money-lending company if—
                                                                                                          (a) the transaction (that is, the loan, quasi-loan, guarantee or security) is entered into by the company in the ordinary course of the company's business, and
                                                                                                          (b) the value of the transaction is not greater, and its terms are not more favourable, than it is reasonable to expect the company would have offered to a person of the same financial standing but unconnected with the company.
                                                                                                          (2) A "money-lending company" means a company whose ordinary business includes the making of loans or quasi-loans, or the giving of guarantees or provision of security in connection with loans or quasi-loans.
                                                                                                          (3) The condition specified in subsection (1)(b) does not of itself prevent a company from making a home loan—
                                                                                                          (a) to a director of the company or of its holding company, or
                                                                                                          (b) to an employee of the company,
                                                                                                          if loans of that description are ordinarily made by the company to its employees and the terms of the loan in question are no more favourable than those on which such loans are ordinarily made.
                                                                                                          (4) For the purposes of subsection (3) a "home loan" means a loan—
                                                                                                          (a) for the purpose of facilitating the purchase, for use as the only or main residence of the person to whom the loan is made, of the whole or part of any dwelling-house together with any land to be occupied and enjoyed with it,
                                                                                                          (b) for the purpose of improving a dwelling-house or part of a dwelling-house so used or any land occupied and enjoyed with it, or
                                                                                                          (c) in substitution for any loan made by any person and falling within subsection (4)(a) or (b).

                                                                                                        • 199. Other relevant transactions or arrangements

                                                                                                          (1) This section has effect for determining what are "other relevant transactions or arrangements" for the purposes of any exception to section 186 (loans to directors), 187 (quasi-loans to directors), 189 (loans or quasi-loans to persons connected with directors) or 190 (credit transactions).

                                                                                                          In the following provisions "the relevant exception" means the exception for the purposes of which that falls to be determined.
                                                                                                          (2) Other relevant transactions or arrangements are those previously entered into, or entered into at the same time as the transaction or arrangement in question in relation to which the following conditions are met.
                                                                                                          (3) Where the transaction or arrangement in question is entered into—
                                                                                                          (a) for a director of the company entering into it, or
                                                                                                          (b) for a person connected with such a director,
                                                                                                          the conditions are that the transaction or arrangement was (or is) entered into for that director, or a person connected with him, by virtue of the relevant exception by that company or by any of its subsidiaries.
                                                                                                          (4) Where the transaction or arrangement in question is entered into—
                                                                                                          (a) for a director of the holding company of the company entering into it, or
                                                                                                          (b) for a person connected with such a director,
                                                                                                          the conditions are that the transaction or arrangement was (or is) entered into for that director, or a person connected with him, by virtue of the relevant exception by the holding company or by any of its subsidiaries.
                                                                                                          (5) A transaction or arrangement entered into by a company that at the time it was entered into—
                                                                                                          (a) was a subsidiary of the company entering into the transaction or arrangement in question, or
                                                                                                          (b) was a subsidiary of that company's holding company,
                                                                                                          is not a relevant transaction or arrangement if, at the time the question arises whether the transaction or arrangement in question falls within a relevant exception, it is no longer such a subsidiary.

                                                                                                        • 200. The person for whom a transaction or arrangement is entered into

                                                                                                          For the purposes of sections 186 (loans to directors) to 202 (loans etc.: effect of subsequent affirmation) the person for whom a transaction or arrangement is entered into is—

                                                                                                          (a) in the case of a loan or quasi-loan, the person to whom it is made,
                                                                                                          (b) in the case of a credit transaction, the person to whom goods, land or services are supplied, sold, hired, leased or otherwise disposed of under the transaction,
                                                                                                          (c) in the case of a guarantee or security, the person for whom the transaction is made in connection with which the guarantee or security is entered into,
                                                                                                          (d) in the case of an arrangement within section 192 (related arrangements), the person for whom the transaction is made to which the arrangement relates.

                                                                                                        • 201. Loans etc.: consequences of contravention

                                                                                                          (1) This section applies where a company enters into a transaction or arrangement in contravention of section 186 (loans to directors), 187 (quasi-loans to directors), 189 (loans or quasi-loans to persons connected with directors), 190 (credit transactions) or 192 (related arrangements).
                                                                                                          (2) The transaction or arrangement is voidable at the instance of the company, unless—
                                                                                                          (a) restitution of any money or other asset that was the subject matter of the transaction or arrangement is no longer possible,
                                                                                                          (b) the company has been indemnified for any loss or damage resulting from the transaction or arrangement, or
                                                                                                          (c) rights acquired in good faith, for value and without actual notice of the contravention by a person who is not a party to the transaction or arrangement would be affected by the avoidance.
                                                                                                          (3) Whether or not the transaction or arrangement has been avoided, each of the persons specified in subsection (4) is liable—
                                                                                                          (a) to account to the company for any gain that he has made directly or indirectly by the transaction or arrangement, and
                                                                                                          (b) (jointly and severally with any other person so liable under this section) to indemnify the company for any loss or damage resulting from the transaction or arrangement.
                                                                                                          (4) The persons so liable are—
                                                                                                          (a) any director of the company or of its holding company with whom the company entered into the transaction or arrangement in contravention of section 186 (loans to directors), 187 (quasi-loans to directors), 190 (credit transactions) or 192 (related arrangements),
                                                                                                          (b) any person with whom the company entered into the transaction or arrangement in contravention of any of those sections who is connected with a director of the company or of its holding company,
                                                                                                          (c) the director of the company or of its holding company with whom any such person is connected, and
                                                                                                          (d) any other director of the company who authorised the transaction or arrangement.
                                                                                                          (5) Subsections (3) and (4) are subject to the following two subsections.
                                                                                                          (6) In the case of a transaction or arrangement entered into by a company in contravention of section 189 (loans or quasi-loans to persons connected with directors), 190 (credit transactions) or 192 (related arrangements) with a person connected with a director of the company or of its holding company, that director is not liable by virtue of subsection (4)(c) if he shows that he took all reasonable steps to secure the company's compliance with the section concerned.
                                                                                                          (7) In any case—
                                                                                                          (a) a person so connected is not liable by virtue of subsection (4)(b), and
                                                                                                          (b) a director is not liable by virtue of subsection (4)(d),
                                                                                                          if he shows that, at the time the transaction or arrangement was entered into, he did not know the relevant circumstances constituting the contravention.
                                                                                                          (8) Nothing in this section shall be read as excluding the operation of any rule of law applicable in the Abu Dhabi Global Market by virtue of which the transaction or arrangement may be called in question or any liability to the company may arise.

                                                                                                        • 202. Loans etc.: effect of subsequent affirmation

                                                                                                          Where a transaction or arrangement is entered into by a company in contravention of section 186 (loans to directors), 187 (quasi-loans to directors), 189 (loans or quasi-loans to persons connected with directors), 190 (credit transactions) or 192 (related arrangements) but, within a reasonable period, it is affirmed—

                                                                                                          (a) in the case of a contravention of the requirement for a resolution of the members of the company, by a resolution of the members of the company, and
                                                                                                          (b) in the case of a contravention of the requirement for a resolution of the members of the company's holding company, by a resolution of the members of the holding company,

                                                                                                          the transaction or arrangement may no longer be avoided under section201 (loans etc.: consequences of contravention).

                                                                                                      • Payments for loss of office

                                                                                                        • 203. Payments for loss of office

                                                                                                          (1) In this Chapter a "payment for loss of office" means a payment made to a director or past director of a company—
                                                                                                          (a) by way of compensation for loss of office as director of the company,
                                                                                                          (b) by way of compensation for loss, while director of the company or in connection with his ceasing to be a director of it, of—
                                                                                                          (i) any other office or employment in connection with the management of the affairs of the company, or
                                                                                                          (ii) any office (as director or otherwise) or employment in connection with the management of the affairs of any subsidiary undertaking of the company,
                                                                                                          (c) as consideration for or in connection with his retirement from his office as director of the company, or
                                                                                                          (d) as consideration for or in connection with his retirement, while director of the company or in connection with his ceasing to be a director of it, from—
                                                                                                          (i) any other office or employment in connection with the management of the affairs of the company, or
                                                                                                          (ii) any office (as director or otherwise) or employment in connection with the management of the affairs of any subsidiary undertaking of the company.
                                                                                                          (2) The references to compensation and consideration include benefits otherwise than in cash and references in this Chapter to payment have a corresponding meaning.
                                                                                                          (3) For the purposes of sections 205 (payment by company) to 209 (exception for small payments)—
                                                                                                          (a) payment to a person connected with a director, or
                                                                                                          (b) payment to any person at the direction of, or for the benefit of, a director or a person connected with him,
                                                                                                          is treated as payment to the director.
                                                                                                          (4) References in those sections to payment by a person include payment by another person at the direction of, or on behalf of, the person referred to.

                                                                                                        • 204. Amounts taken to be payments for loss of office

                                                                                                          (1) This section applies where in connection with any such transfer as is mentioned in section 206 (payment in connection with transfer of undertaking etc.) or 207 (payment in connection with share transfer) a director of the company—
                                                                                                          (a) is to cease to hold office, or
                                                                                                          (b) is to cease to be the holder of—
                                                                                                          (i) any other office or employment in connection with the management of the affairs of the company, or
                                                                                                          (ii) any office (as director or otherwise) or employment in connection with the management of the affairs of any subsidiary undertaking of the company.
                                                                                                          (2) If in connection with any such transfer—
                                                                                                          (a) the price to be paid to the director for any shares in the company held by him is in excess of the price which could at the time have been obtained by other holders of like shares, or
                                                                                                          (b) any valuable consideration is given to the director by a person other than the company,
                                                                                                          the excess or, as the case may be, the money value of the consideration is taken for the purposes of those sections to have been a payment for loss of office.

                                                                                                        • 205. Payment by company: requirement of members' approval

                                                                                                          (1) A company may not make a payment for loss of office to a director of the company unless the payment has been approved by a resolution of the members of the company.
                                                                                                          (2) A company may not make a payment for loss of office to a director of its holding company unless the payment has been approved by a resolution of the members of each of those companies.
                                                                                                          (3) A resolution approving a payment to which this section applies must not be passed unless a memorandum setting out particulars of the proposed payment (including its amount) is made available to the members of the company whose approval is sought—
                                                                                                          (a) in the case of a written resolution, by being sent or submitted to every eligible member at or before the time at which the proposed resolution is sent or submitted to him,
                                                                                                          (b) in the case of a resolution at a meeting, by being made available for inspection by the members both—
                                                                                                          (i) at the company's registered office for not less than 15 days ending with the date of the meeting, and
                                                                                                          (ii) at the meeting itself.
                                                                                                          (4) No approval is required under this section on the part of the members of a body corporate that—
                                                                                                          (a) is not a company registered in the Abu Dhabi Global Market,
                                                                                                          (b) is a wholly-owned subsidiary of another body corporate, or
                                                                                                          (c) is a restricted scope company.

                                                                                                        • 206. Payment in connection with transfer of undertaking etc.: requirement of members' approval

                                                                                                          (1) No payment for loss of office may be made by any person to a director of a company in connection with the transfer of the whole or any part of the undertaking or property of the company unless the payment has been approved by a resolution of the members of the company.
                                                                                                          (2) No payment for loss of office may be made by any person to a director of a company in connection with the transfer of the whole or any part of the undertaking or property of a subsidiary of the company unless the payment has been approved by a resolution of the members of each of the companies.
                                                                                                          (3) A resolution approving a payment to which this section applies must not be passed unless a memorandum setting out particulars of the proposed payment (including its amount) is made available to the members of the company whose approval is sought—
                                                                                                          (a) in the case of a written resolution, by being sent or submitted to every eligible member at or before the time at which the proposed resolution is sent or submitted to him,
                                                                                                          (b) in the case of a resolution at a meeting, by being made available for inspection by the members both—
                                                                                                          (i) at the company's registered office for not less than 15 days ending with the date of the meeting, and
                                                                                                          (ii) at the meeting itself.
                                                                                                          (4) No approval is required under this section on the part of the members of a body corporate that—
                                                                                                          (a) is not a company registered in the Abu Dhabi Global Market,
                                                                                                          (b) is a wholly-owned subsidiary of another body corporate, or
                                                                                                          (c) is a restricted scope company.
                                                                                                          (5) A payment made in pursuance of an arrangement—
                                                                                                          (a) entered into as part of the agreement for the transfer in question, or within one year before or two years after that agreement, and
                                                                                                          (b) to which the company whose undertaking or property is transferred, or any person to whom the transfer is made, is privy,
                                                                                                          is presumed, except in so far as the contrary is shown, to be a payment to which this section applies.

                                                                                                        • 207. Payment in connection with share transfer: requirement of members' approval

                                                                                                          (1) No payment for loss of office may be made by any person to a director of a company in connection with a transfer of shares in the company, or in a subsidiary of the company, resulting from a takeover bid unless the payment has been approved by a resolution of the relevant shareholders.
                                                                                                          (2) The relevant shareholders are the holders of the shares to which the bid relates and any holders of shares of the same class as any of those shares.
                                                                                                          (3) A resolution approving a payment to which this section applies must not be passed unless a memorandum setting out particulars of the proposed payment (including its amount) is made available to the members of the company whose approval is sought—
                                                                                                          (a) in the case of a written resolution, by being sent or submitted to every eligible member at or before the time at which the proposed resolution is sent or submitted to him,
                                                                                                          (b) in the case of a resolution at a meeting, by being made available for inspection by the members both—
                                                                                                          (i) at the company's registered office for not less than 15 days ending with the date of the meeting, and
                                                                                                          (ii) at the meeting itself.
                                                                                                          (4) Neither the person making the offer, nor any associated company of his, is entitled to vote on the resolution, but—
                                                                                                          (a) where the resolution is proposed as a written resolution, they are entitled (if they would otherwise be so entitled) to be sent a copy of it, and
                                                                                                          (b) at any meeting to consider the resolution they are entitled (if they would otherwise be so entitled) to be given notice of the meeting, to attend and speak and if present (in person or by proxy) to count towards the quorum.
                                                                                                          (5) If at a meeting to consider the resolution a quorum is not present, and after the meeting has been adjourned to a later date a quorum is again not present, the payment is (for the purposes of this section) deemed to have been approved.
                                                                                                          (6) No approval is required under this section on the part of shareholders in a body corporate that—
                                                                                                          (a) is not a company registered in the Abu Dhabi Global Market, or
                                                                                                          (b) is a wholly-owned subsidiary of another body corporate, or
                                                                                                          (c) is a restricted scope company.
                                                                                                          (7) A payment made in pursuance of an arrangement—
                                                                                                          (a) entered into as part of the agreement for the transfer in question, or within one year before or two years after that agreement, and
                                                                                                          (b) to which the company whose shares are the subject of the bid, or any person to whom the transfer is made, is privy,
                                                                                                          is presumed, except in so far as the contrary is shown, to be a payment to which this section applies.

                                                                                                        • 208. Exception for payments in discharge of legal obligations etc.

                                                                                                          (1) Approval is not required under section 205 (payment by company), 206 (payment in connection with transfer of undertaking etc.) or 207 (payment in connection with share transfer) for a payment made in good faith—
                                                                                                          (a) in discharge of an existing legal obligation (as defined below),
                                                                                                          (b) by way of damages for breach of such an obligation,
                                                                                                          (c) by way of settlement or compromise of any claim arising in connection with the termination of a person's office or employment, or
                                                                                                          (d) by way of pension in respect of past services.
                                                                                                          (2) In relation to a payment within section 205 (payment by company) an existing legal obligation means an obligation of the company, or any body corporate associated with it, that was not entered into in connection with, or in consequence of, the event giving rise to the payment for loss of office.
                                                                                                          (3) In relation to a payment within section 206 (payment in connection with transfer of undertaking etc.) or 207 (payment in connection with share transfer) an existing legal obligation means an obligation of the person making the payment that was not entered into for the purposes of, in connection with or in consequence of, the transfer in question.
                                                                                                          (4) In the case of a payment within both section 205 (payment by company) and section 206 (payment in connection with transfer of undertaking etc.), or within both section205 (payment by company) and section 207 (payment in connection with share transfer), subsection (2) above applies and not subsection (3).
                                                                                                          (5) A payment part of which falls within subsection (1) above and part of which does not is treated as if the parts were separate payments.

                                                                                                        • 209. Exception for small payments

                                                                                                          (1) Approval is not required under section 205 (payment by company), 206 (payment in connection with transfer of undertaking etc.) or 207 (payment in connection with share transfer) if—
                                                                                                          (a) the payment in question is made by the company or any of its subsidiaries, and
                                                                                                          (b) the amount or value of the payment, together with the amount or value of any other relevant payments, does not exceed 300 US dollars.
                                                                                                          (2) For this purpose "other relevant payments" are payments for loss of office in relation to which the following conditions are met.
                                                                                                          (3) Where the payment in question is one to which section 205 (payment by company) applies, the conditions are that the other payment was or is paid—
                                                                                                          (a) by the company making the payment in question or any of its subsidiaries,
                                                                                                          (b) to the director to whom that payment is made, and
                                                                                                          (c) in connection with the same event.
                                                                                                          (4) Where the payment in question is one to which section 206 (payment in connection with transfer of undertaking etc.) or 207 (payment in connection with share transfer), the conditions are that the other payment was (or is) paid in connection with the same transfer—
                                                                                                          (a) to the director to whom the payment in question was made, and
                                                                                                          (b) by the company making the payment or any of its subsidiaries.

                                                                                                        • 210. Payments made without approval: consequences

                                                                                                          (1) If a payment is made in contravention of section 207 (payment by company)—
                                                                                                          (a) it is held by the recipient on trust for the company making the payment, and
                                                                                                          (b) any director who authorised the payment is jointly and severally liable to indemnify the company that made the payment for any loss resulting from it.
                                                                                                          (2) If a payment is made in contravention of section 206 (payment in connection with transfer of undertaking etc.), it is held by the recipient on trust for the company whose undertaking or property is or is proposed to be transferred.
                                                                                                          (3) If a payment is made in contravention of section 207 (payment in connection with share transfer)—
                                                                                                          (a) it is held by the recipient on trust for persons who have sold their shares as a result of the offer made, and
                                                                                                          (b) the expenses incurred by the recipient in distributing that sum amongst those persons shall be borne by him and not retained out of that sum.
                                                                                                          (4) If a payment is made in contravention of section 205 (payment by company) and section 206 (payment in connection with transfer of undertaking etc.), subsection (2) of this section applies rather than subsection (1).
                                                                                                          (5) If a payment is made in contravention of section 205 (payment by company) and section 207 (payment in connection with share transfer), subsection (3) of this section applies rather than subsection (1), unless the Court directs otherwise.

                                                                                                      • Supplementary

                                                                                                        • 211. Transactions requiring members' approval: application of provisions to shadow directors

                                                                                                          (1) For the purposes of—
                                                                                                          (a) sections 177 and 178 (directors' long-term service contracts),
                                                                                                          (b) sections 179 to 185 (property transactions),
                                                                                                          (c) sections 186 to 202 (loans etc.), and
                                                                                                          (d) sections 203 to 210 (payments for loss of office),
                                                                                                          a shadow director is treated as a director.
                                                                                                          (2) Any reference in those provisions to loss of office as a director does not apply in relation to loss of a person's status as a shadow director.

                                                                                                        • 212. Approval by written resolution: accidental failure to send memorandum

                                                                                                          (1) Where—
                                                                                                          (a) approval under this Chapter is sought by written resolution, and
                                                                                                          (b) a memorandum is required under this Chapter to be sent or submitted to every eligible member before the resolution is passed,
                                                                                                          any accidental failure to send or submit the memorandum to one or more members shall be disregarded for the purpose of determining whether the requirement has been met.

                                                                                                          Subsection (1) has effect subject to any provision of the company's articles.

                                                                                                        • 213. Cases where approval is required under more than one provision

                                                                                                          (1) Approval may be required under more than one provision of this Chapter.
                                                                                                          (2) If so, the requirements of each applicable provision must be met.
                                                                                                          (3) This does not require a separate resolution for the purposes of each provision.

                                                                                                    • CHAPTER 5 CHAPTER 5 DIRECTORS' SERVICE CONTRACTS

                                                                                                      • 214. Directors' service contracts

                                                                                                        (1) For the purposes of this Part a director's "service contract", in relation to a company, means a contract under which—
                                                                                                        (a) a director of the company undertakes personally to perform services (as director or otherwise) for the company, or for a subsidiary of the company, or
                                                                                                        (b) services (as director or otherwise) that a director of the company undertakes personally to perform are made available by a third party to the company, or to a subsidiary of the company.
                                                                                                        (2) The provisions of this Part relating to directors' service contracts apply to the terms of a person's appointment as a director of a company.

                                                                                                        They are not restricted to contracts for the performance of services outside the scope of the ordinary duties of a director.
                                                                                                        (3) The provisions of Chapter 5 shall not apply to a restricted scope company.

                                                                                                      • 215. Copy of contract or memorandum of terms to be available for inspection

                                                                                                        (1) A company must keep available for inspection—
                                                                                                        (a) a copy of every director's service contract with the company or with a subsidiary of the company, or
                                                                                                        (b) if the contract is not in writing, a written memorandum setting out the terms of the contract.
                                                                                                        (2) All the copies and memoranda must be kept available for inspection at—
                                                                                                        (a) the company's registered office, or
                                                                                                        (b) a place specified in rules made by the Board under section 996 (rules about where certain company records to be kept available for inspection).
                                                                                                        (3) The copies and memoranda must be retained by the company for at least one year from the date of termination or expiry of the contract and must be kept available for inspection during that time.
                                                                                                        (4) The company must give notice to the Registrar—
                                                                                                        (a) of the place at which the copies and memoranda are kept available for inspection, and
                                                                                                        (b) of any change in that place,
                                                                                                        unless they have at all times been kept at the company's registered office.
                                                                                                        (5) If default is made in complying with subsection (1), (2) or (3), or default is made for 14 days in complying with subsection (4), a contravention of these Regulations is committed by every officer of the company who is in default.
                                                                                                        (6) A person who commits the contravention referred to in subsection (5) shall be liable to a level 1 fine.
                                                                                                        (7) The provisions of this section apply to a variation of a director's service contract as they apply to the original contract.

                                                                                                      • 216. Right of member to inspect and request copy

                                                                                                        (1) Every copy or memorandum required to be kept under section 215 (copy of contract or memorandum of terms to be available for inspection) must be open to inspection by any member of the company without charge.
                                                                                                        (2) Any member of the company is entitled, on request and on payment of such fee as may be prescribed, to be provided with a copy of any such copy or memorandum.

                                                                                                        The copy must be provided within seven days after the request is received by the company.
                                                                                                        (3) If an inspection required under subsection (1) is refused, or default is made in complying with subsection (2), a contravention of these Regulations is committed by every officer of the company who is in default.
                                                                                                        (4) A person who commits the contravention referred to in subsection (3) shall be liable to a level 2 fine.

                                                                                                        In the case of any such refusal or default the Court may by order compel an immediate inspection or, as the case may be, direct that the copy required be sent to the person requiring it.

                                                                                                      • 217. Directors' service contracts: application of provisions to shadow directors

                                                                                                        A shadow director is treated as a director for the purposes of the provisions of this Chapter.

                                                                                                    • CHAPTER 6 CHAPTER 6 CONTRACTS WITH SOLE MEMBERS WHO ARE DIRECTORS

                                                                                                      • 218. Contract with sole member who is also a director

                                                                                                        (1) This section applies where—
                                                                                                        (a) a non-restricted scope company or a public company having only one member enters into a contract with the sole member,
                                                                                                        (b) the sole member is also a director of the company, and
                                                                                                        (c) the contract is not entered into in the ordinary course of the company's business.
                                                                                                        (2) The company must, unless the contract is in writing, ensure that the terms of the contract are either—
                                                                                                        (a) set out in a written memorandum, or
                                                                                                        (b) recorded in the minutes of the first meeting of the directors of the company following the making of the contract.
                                                                                                        (3) If a company fails to comply with this section a contravention of these Regulations is committed by every officer of the company who is in default.
                                                                                                        (4) A person who commits the contravention referred to in subsection (3) shall be liable to a level 1 fine.
                                                                                                        (5) For the purposes of this section a shadow director is treated as a director.
                                                                                                        (6) Failure to comply with this section in relation to a contract does not affect the validity of the contract.
                                                                                                        (7) Nothing in this section shall be read as excluding the operation of any rule of law applicable in the Abu Dhabi Global Market applying to contracts between a company and a director of the company.

                                                                                                    • CHAPTER 7 CHAPTER 7 DIRECTORS' LIABILITIES

                                                                                                      • Provision protecting directors from liability

                                                                                                        • 219. Provisions protecting directors from liability

                                                                                                          (1) Any provision that purports to exempt a director of a company (to any extent) from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void.
                                                                                                          (2) Any provision by which a company directly or indirectly provides an indemnity (to any extent) for a director of the company, or of an associated company, against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he is a director is void, except as permitted by—
                                                                                                          (a) section 220 (provision of insurance),
                                                                                                          (b) section 221 (qualifying third party indemnity provision), or
                                                                                                          (c) section 222 (qualifying pension scheme indemnity provision).
                                                                                                          (3) This section applies to any provision, whether contained in a company's articles or in any contract with the company or otherwise.

                                                                                                        • 220. Provision of insurance

                                                                                                          Section 219(2) (voidness of provisions for indemnifying directors) does not prevent a company from purchasing and maintaining for a director of the company, or of an associated company, insurance against any such liability as is mentioned in that subsection.

                                                                                                        • 221. Qualifying third party indemnity provision

                                                                                                          (1) Section 219(2) (voidness of provisions for indemnifying directors) does not apply to qualifying third party indemnity provision.
                                                                                                          (2) Third party indemnity provision means provision for indemnity against liability incurred by the director to a person other than the company or an associated company.

                                                                                                          Such provision is qualifying third party indemnity provision if the following requirements are met.
                                                                                                          (3) The provision must not provide any indemnity against—
                                                                                                          (a) any liability of the director to pay—
                                                                                                          (i) a fine imposed in criminal proceedings, or
                                                                                                          (ii) a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising), or
                                                                                                          (b) any liability incurred by the director—
                                                                                                          (i) in defending criminal proceedings in which he is convicted, or
                                                                                                          (ii) in defending civil proceedings brought by the company, or an associated company, in which judgment is given against him, or
                                                                                                          (iii) in connection with an application for relief (see subsection (6)) in which the Court refuses to grant him relief.
                                                                                                          (4) The references in subsection (3)(b) to a conviction, judgment or refusal of relief are to the final decision in the proceedings.
                                                                                                          (5) For this purpose—
                                                                                                          (a) a conviction, judgment or refusal of relief becomes final—
                                                                                                          (i) if not appealed against, at the end of the period for bringing an appeal, or
                                                                                                          (ii) if appealed against, at the time when the appeal (or any further appeal) is disposed of, and
                                                                                                          (b) an appeal is disposed of—
                                                                                                          (i) if it is determined and the period for bringing any further appeal has ended, or
                                                                                                          (ii) if it is abandoned or otherwise ceases to have effect.
                                                                                                          (6) The reference in subsection (3)(b)(iii) to an application for relief is to an application for relief under section 601(3) or (4)(liability of others where nominee fails to make payment in respect of shares).

                                                                                                        • 222. Qualifying pension scheme indemnity provision

                                                                                                          (1) Section 219(2)(voidness of provisions for indemnifying directors) does not apply to qualifying pension scheme indemnity provision.
                                                                                                          (2) Pension scheme indemnity provision means provision indemnifying a director of a company that is a trustee of an occupational pension scheme against liability incurred in connection with the company's activities as trustee of the scheme.

                                                                                                          Such provision is qualifying pension scheme indemnity provision if the following requirements are met.
                                                                                                          (3) The provision must not provide any indemnity against—
                                                                                                          (a) any liability of the director to pay—
                                                                                                          (i) a fine imposed in criminal proceedings, or
                                                                                                          (ii) a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising), or
                                                                                                          (b) any liability incurred by the director in defending criminal proceedings in which he is convicted.
                                                                                                          (4) The reference in subsection (3)(b) to a conviction is to the final decision in the proceedings.
                                                                                                          (5) For this purpose—
                                                                                                          (a) a conviction becomes final—
                                                                                                          (i) if not appealed against, at the end of the period for bringing an appeal, or
                                                                                                          (ii) if appealed against, at the time when the appeal (or any further appeal) is disposed of, and
                                                                                                          (b) an appeal is disposed of—
                                                                                                          (i) if it is determined and the period for bringing any further appeal has ended, or
                                                                                                          (ii) if it is abandoned or otherwise ceases to have effect.
                                                                                                          (6) In this section "occupational pension scheme" means a pension scheme established under a trust by an employer or employers and having or capable of having effect so as to provide benefits to or in respect of any or all of the employees of—
                                                                                                          (a) that employer or those employers, or
                                                                                                          (b) any other employer,(whether or not it also has or is capable of having effect so as to provide benefits to or in respect of other persons).
                                                                                                          (7) "Pension scheme" means a scheme or other arrangements, comprised in one or more instruments or agreements, having or capable of having effect so as to provide benefits to or in respect of persons—
                                                                                                          (a) on retirement,
                                                                                                          (b) on death,
                                                                                                          (c) on having reached a particular age,
                                                                                                          (d) on the onset of serious ill-health or incapacity, or
                                                                                                          (e) in similar circumstances.

                                                                                                        • 223. Copy of qualifying indemnity provision to be available for inspection

                                                                                                          (1) This section has effect where qualifying indemnity provision is made for a director of a company, and applies—
                                                                                                          (a) to the company of which he is a director (whether the provision is made by that company or an associated company), and
                                                                                                          (b) where the provision is made by an associated company, to that company.
                                                                                                          (2) That company or, as the case may be, each of them must keep available for inspection—
                                                                                                          (a) a copy of the qualifying indemnity provision, or
                                                                                                          (b) if the provision is not in writing, a written memorandum setting out its terms.
                                                                                                          (3) The copy or memorandum must be kept available for inspection at—
                                                                                                          (a) the company's registered office, or
                                                                                                          (b) a place specified in rules made by the Board under section996 (rules about where certain company records to be kept available for inspection).
                                                                                                          (4) The copy or memorandum must be retained by the company for at least one year from the date of termination or expiry of the provision and must be kept available for inspection during that time.
                                                                                                          (5) The company must give notice to the Registrar—
                                                                                                          (a) of the place at which the copy or memorandum is kept available for inspection, and
                                                                                                          (b) of any change in that place,
                                                                                                          unless it has at all times been kept at the company's registered office.
                                                                                                          (6) If default is made in complying with subsection (2) or (3), a contravention of these Regulations is committed by every officer of the company who is in default.
                                                                                                          (7) A person who commits the contravention referred to in subsection (6) shall be liable to a level 2 fine.
                                                                                                          (8) If default is made for 14 days in complying with subsection (5), a contravention of these Regulations is committed by every officer of the company who is in default.
                                                                                                          (9) A person who commits the contravention referred to in subsection (8) shall be liable to a level 1 fine.
                                                                                                          (10) The provisions of this section apply to a variation of a qualifying indemnity provision as they apply to the original provision.
                                                                                                          (11) In this section "qualifying indemnity provision" means—
                                                                                                          (a) qualifying third party indemnity provision, and
                                                                                                          (b) qualifying pension scheme indemnity provision.

                                                                                                        • 224. Right of member to inspect and request copy

                                                                                                          (1) Every copy or memorandum required to be kept by a company under section 223 (copy of qualifying indemnity provision to be available for inspection) must be open to inspection by any member of the company without charge.
                                                                                                          (2) Any member of the company is entitled, on request and on payment of such fee as may be prescribed, to be provided with a copy of any such copy or memorandum.

                                                                                                          The copy must be provided within seven days after the request is received by the company.
                                                                                                          (3) If an inspection required under subsection (1) is refused, or default is made in complying with subsection (2), a contravention of these Regulations is committed by every officer of the company who is in default.
                                                                                                          (4) A person who commits the contravention referred to in subsection (3) shall be liable to a level 2 fine.
                                                                                                          (5) In the case of any such refusal or default the Court may by order compel an immediate inspection or, as the case may be, direct that the copy required be sent to the person requiring it.

                                                                                                      • Ratification of acts giving rise to liability

                                                                                                        • 225. Ratification of acts of directors

                                                                                                          (1) This section applies to the ratification by a company of conduct by a director amounting to negligence, default, breach of duty or breach of trust in relation to the company.
                                                                                                          (2) The decision of the company to ratify such conduct must be made by resolution of the members of the company.
                                                                                                          (3) Where the resolution is proposed as a written resolution neither the director (if a member of the company) nor any member connected with him is an eligible member.
                                                                                                          (4) Where the resolution is proposed at a meeting, it is passed only if the necessary majority is obtained disregarding votes in favour of the resolution by the director (if a member of the company) and any member connected with him.

                                                                                                          This does not prevent the director or any such member from attending, being counted towards the quorum and taking part in the proceedings at any meeting at which the decision is considered.
                                                                                                          (5) For the purposes of this section—
                                                                                                          (a) "conduct" includes acts and omissions,
                                                                                                          (b) "director" includes a former director,
                                                                                                          (c) a shadow director is treated as a director, and
                                                                                                          (d) in section 274 (meaning of "connected person"), subsection (3) does not apply (exclusion of person who is himself a director).
                                                                                                          (6) Nothing in this section affects—
                                                                                                          (a) the validity of a decision taken by unanimous consent of the members of the company, or
                                                                                                          (b) any power of the directors to agree not to sue, or to settle or release a claim made by them on behalf of the company.
                                                                                                          (7) This section does not affect any rule of law applicable in the Abu Dhabi Global Market imposing additional requirements for valid ratification or any rule of law as to acts that are incapable of being ratified by the company.

                                                                                                    • CHAPTER 8 CHAPTER 8 DIRECTORS' RESIDENTIAL ADDRESSES: PROTECTION FROM DISCLOSURE

                                                                                                      • 226. Protected information

                                                                                                        (1) This Chapter makes provision for protecting, in the case of a company director who is an individual—
                                                                                                        (a) information as to his usual residential address, and
                                                                                                        (b) the information that his service address is his usual residential address.
                                                                                                        (2) That information is referred to in this Chapter as "protected information".
                                                                                                        (3) Information does not cease to be protected information on the individual ceasing to be a director of the company.

                                                                                                        References in this Chapter to a director include, to that extent, a former director.

                                                                                                      • 227. Protected information: restriction on use or disclosure by company

                                                                                                        (1) A company must not use or disclose protected information about any of its directors, except—
                                                                                                        (a) for communicating with the director concerned,
                                                                                                        (b) in order to comply with any requirement of these Regulations as to particulars to be sent to the Registrar,
                                                                                                        (c) in order to comply with any request for disclosure from the Registrar, or
                                                                                                        (d) in accordance with section 230 (disclosure under Court order).
                                                                                                        (2) Subsection (1) does not prohibit any use or disclosure of protected information with the consent of the director concerned.

                                                                                                      • 228. Protected information: restriction on use or disclosure by Registrar

                                                                                                        (1) The Registrar must omit protected information from the material on the register that is available for inspection where—
                                                                                                        (a) it is contained in a document delivered to him in which such information is required to be stated, and
                                                                                                        (b) in the case of a document having more than one part, it is contained in a part of the document in which such information is required to be stated.
                                                                                                        (2) The Registrar is not obliged—
                                                                                                        (a) to check other documents or (as the case may be) other parts of the document to ensure the absence of protected information, or
                                                                                                        (b) to omit from the material that is available for public inspection anything registered before this Chapter comes into force.
                                                                                                        (3) The Registrar must not use or disclose protected information except—
                                                                                                        (a) as permitted by section 229 (permitted use or disclosure by Registrar), or
                                                                                                        (b) in accordance with section 230 (disclosure under Court order).

                                                                                                      • 229. Permitted use or disclosure by the Registrar

                                                                                                        (1) The Registrar may use protected information for communicating with the director in question.
                                                                                                        (2) The Registrar may disclose information—
                                                                                                        (a) to a public authority specified for the purposes of this section by rules made by the Board, or
                                                                                                        (b) to a credit reference agency.
                                                                                                        (3) The Registrar may make rules—
                                                                                                        (a) specifying conditions for the disclosure of protected information in accordance with this section, and
                                                                                                        (b) providing for the charging of fees.
                                                                                                        (4) The Board may make rules requiring the Registrar, on application, to refrain from disclosing protected information relating to a director to a credit reference agency.
                                                                                                        (5) Rules under subsection (4) may make provision as to—
                                                                                                        (a) who may make an application,
                                                                                                        (b) the grounds on which an application may be made,
                                                                                                        (c) the information to be included in and documents to accompany an application, and
                                                                                                        (d) how an application is to be determined.
                                                                                                        (6) Provision under subsection (5)(d) may in particular—
                                                                                                        (a) confer a discretion on the Registrar,
                                                                                                        (b) provide for a question to be referred to a person other than the Registrar for the purposes of determining the application.
                                                                                                        (7) In this section-

                                                                                                        "credit reference agency" means a person carrying on a business comprising the furnishing of information relevant to the financial standing of individuals, being information collected by the agency for that purpose, and

                                                                                                        "public authority" includes any person or body having functions of a public nature.

                                                                                                      • 230. Disclosure under Court order

                                                                                                        (1) The Court may make an order for the disclosure of protected information by the company or by the Registrar if—
                                                                                                        (a) there is evidence that service of documents at a service address other than the director's usual residential address is not effective to bring them to the notice of the director, or
                                                                                                        (b) it is necessary or expedient for the information to be provided in connection with the enforcement of an order or decree of the Court,
                                                                                                        and the Court is otherwise satisfied that it is appropriate to make the order.
                                                                                                        (2) An order for disclosure by the Registrar is to be made only if the company—
                                                                                                        (a) does not have the director's usual residential address, or
                                                                                                        (b) has been dissolved.
                                                                                                        (3) The order may be made on the application of a liquidator, creditor or member of the company, or any other person appearing to the Court to have a sufficient interest.
                                                                                                        (4) The order must specify the persons to whom, and purposes for which, disclosure is authorised.

                                                                                                      • 231. Circumstances in which Registrar may put address on the public record

                                                                                                        (1) With regard to public companies and non-restricted scope companies only, the Registrar may put a director's usual residential address on the public record if—
                                                                                                        (a) communications sent by the Registrar to the director and requiring a response within a specified period remain unanswered,
                                                                                                        (b) there is evidence that service of documents at a service address provided in place of the director's usual residential address is not effective to bring them to the notice of the director, or
                                                                                                        (c) there is evidence that service of documents on a restricted scope company at its registered office is not effective to bring them to the notice of the director.
                                                                                                        (2) The Registrar must give notice of the proposal—
                                                                                                        (a) to the director, and
                                                                                                        (b) to every company of which the Registrar has been notified that the individual is a director.
                                                                                                        (3) The notice must—
                                                                                                        (a) state the grounds on which it is proposed to put the director's usual residential address on the public record, and
                                                                                                        (b) specify a period within which representations may be made before that is done.
                                                                                                        (4) It must be sent to the director at his usual residential address, unless it appears to the Registrar that service at that address may be ineffective to bring it to the individual's notice, in which case it may be sent to any service address provided in place of that address.
                                                                                                        (5) The Registrar must take account of any representations received within the specified period.
                                                                                                        (6) What is meant by putting the address on the public record is explained in section 232 (putting the address on the public record).

                                                                                                      • 232. Putting the address on the public record

                                                                                                        (1) The Registrar, on deciding in accordance with section 231 (circumstances in which Registrar may put address on the public record) that a director's usual residential address is to be put on the public record, shall proceed as if notice of a change of registered particulars had been given—
                                                                                                        (a) stating that address as the director's service address, and
                                                                                                        (b) stating that the director's usual residential address is the same as his service address.
                                                                                                        (2) The Registrar must give notice of having done so—
                                                                                                        (a) to the director, and
                                                                                                        (b) to the company.
                                                                                                        (3) On receipt of the notice the company must—
                                                                                                        (a) enter the director's usual residential address in its register of directors as his service address, and
                                                                                                        (b) state in its register of directors' residential addresses that his usual residential address is the same as his service address.
                                                                                                        (4) If the company has been notified by the director in question of a more recent address as his usual residential address, it must—
                                                                                                        (a) enter that address in its register of directors as the director's service address, and
                                                                                                        (b) give notice to the Registrar as on a change of registered particulars.
                                                                                                        (5) If a company fails to comply with subsection (3) or (4), a contravention of these Regulations is committed by—
                                                                                                        (a) the company, and
                                                                                                        (b) every officer of the company who is in default.
                                                                                                        (6) A person who commits the contravention referred to in subsection (5) shall be liable to a level 2 fine.
                                                                                                        (7) A director whose usual residential address has been put on the public record by the Registrar under this section may not register a service address other than his usual residential address for a period of five years from the date of the Registrar's decision.

                                                                                                    • CHAPTER 9 CHAPTER 9 DISQUALIFICATION OF DIRECTORS

                                                                                                      • 233. Disqualification orders: general

                                                                                                        (1) In the circumstances specified below the Registrar may, and under section shall238 (duty of Registrar to disqualify unfit directors of insolvent companies), make against a person a disqualification order that, for a period specified in the order —
                                                                                                        (a) he shall not be a director of a company, act as receiver of a company's property or in any way, whether directly or indirectly, be concerned or take part in the promotion, formation or management of a company unless (in each case) he has permission to do so from the Registrar, and
                                                                                                        (b) he shall not act as an insolvency practitioner.
                                                                                                        (2) In each section of these Regulations which gives the Registrar the power or, as the case may be, imposes on him the duty to make a disqualification order, there is specified the maximum (and, in section 238 (duty of Registrar to disqualify unfit directors of insolvent companies), the minimum) period of disqualification which may or (as the case may be) must be imposed by means of the order.
                                                                                                        (3) Unless the Registrar otherwise specifies, the period of disqualification so imposed shall begin at the end of the period of 21 days beginning with the date of the order.
                                                                                                        (4) Where a disqualification order is made against a person who is already subject to such an order or to a disqualification undertaking, the periods specified in those orders or, as the case may be, in the order and the undertaking shall run concurrently.
                                                                                                        (5) A disqualification order may be made on grounds which are or include matters other than criminal convictions, notwithstanding that the person in respect of whom it is to be made may be criminally liable in respect of those matters.
                                                                                                        (6) The Registrar may make an order (a "delegation order") for the purpose of enabling functions of the Registrar under this chapter to be exercised by the Financial Services Regulator.
                                                                                                        (7) A delegation order has the effect of transferring to the Financial Services Regulator designated by it all functions of the Registrar under this chapter subject to such exceptions and reservations as may be specified in the order.
                                                                                                        (8) A delegation order may confer on the Financial Services Regulator such other functions supplementary or incidental to those transferred as appear to the Registrar to be appropriate.
                                                                                                        (9) A delegation order may be amended or, if it appears to the Registrar that it is no longer in the public interest that the order should remain in force, revoked by a further order under this section.
                                                                                                        (10) Where functions are transferred or resumed, the Registrar may by order confer or, as the case may be, take away such other functions supplementary or incidental to those transferred or resumed as appear to him to be appropriate.

                                                                                                      • 234. Disqualification undertakings: general

                                                                                                        (1) In the circumstances specified in sections 239 (disqualification order or undertaking; and reporting provisions) and 240 (disqualification of persons unfit to be directors) the Registrar may accept a disqualification undertaking, that is to say an undertaking by any person that, for a period specified in the undertaking, the person—
                                                                                                        (a) will not be a director of a company, act as receiver of a company's property or in any way, whether directly or indirectly, be concerned or take part in the promotion, formation or management of a company unless (in each case) he has permission to do so from the Registrar, and
                                                                                                        (b) will not act as an insolvency practitioner.
                                                                                                        (2) The maximum period which may be specified in a disqualification undertaking is 15 years, and the minimum period which may be specified in a disqualification undertaking under section239 (disqualification order or undertaking; and reporting provisions) is two years.
                                                                                                        (3) Where a disqualification undertaking by a person who is already subject to such an undertaking or to a disqualification order is accepted, the periods specified in those undertakings or (as the case may be) the undertaking and the order shall run concurrently.
                                                                                                        (4) In determining whether to accept a disqualification undertaking by any person, the Registrar may take account of matters other than criminal convictions, notwithstanding that the person may be criminally liable in respect of those matters.

                                                                                                      • 235. Disqualification on conviction of criminal offence

                                                                                                        (1) The Registrar may make a disqualification order against a person where he is convicted of a criminal offence in the United Arab Emirates in connection with the promotion, formation, management, liquidation or striking off of a company with the receivership of a company's property or with his being an administrative receiver of a company.
                                                                                                        (2) The maximum period of disqualification under this section is 15 years.

                                                                                                      • 236. Disqualification for persistent breaches of companies legislation

                                                                                                        (1) The Registrar may make a disqualification order against a person if it is satisfied that he has been persistently in default in relation to provisions of any law or regulation in the Abu Dhabi Global Market requiring any return, account or other document to be filed with, delivered or sent, or notice of any matter to be given, to the Registrar.
                                                                                                        (2) The maximum period of disqualification under this section is 15 years.

                                                                                                      • 237. Disqualification for fraud, etc.

                                                                                                        (1) The Registrar may make a disqualification order against a person if it is satisfied that he—
                                                                                                        (a) has been guilty of breach of section 857 (fraudulent trading), or
                                                                                                        (b) has otherwise committed, while an officer or liquidator of the company receiver of the company's property or administrative receiver of the company, any fraud in relation to the company or any breach of his duty as such officer, liquidator, receiver or administrative receiver.
                                                                                                        (2) The maximum period of disqualification under this section is 15 years.

                                                                                                      • 238. Duty of Registrar to disqualify unfit directors of insolvent companies

                                                                                                        (1) The Registrar shall make a disqualification order against a person in any case where it is satisfied—
                                                                                                        (a) that he is or has been a director of a company which has at any time become insolvent (whether while he was a director or subsequently), and
                                                                                                        (b) that his conduct as a director of that company (either taken alone or taken together with his conduct as a director of any other company or companies) makes him unfit to be concerned in the management of a company.
                                                                                                        (2) For the purposes of this section and section 239 (disqualification order or undertaking; and reporting provisions), a company becomes insolvent if—
                                                                                                        (a) the company goes into liquidation at a time when its assets are insufficient for the payment of its debts and other liabilities and the expenses of the winding up,
                                                                                                        (b) the company enters administration,
                                                                                                        (c) an administrative receiver of the company is appointed,
                                                                                                        and references to a person's conduct as a director of any company or companies include, where that company or any of those companies has become insolvent, that person's conduct in relation to any matter connected with or arising out of the insolvency of that company.
                                                                                                        (3) In this section and section 239 (disqualification order or undertaking; and reporting provisions), "director" includes a shadow director.
                                                                                                        (4) Under this section the minimum period of disqualification is 2 years, and the maximum period is 15 years.

                                                                                                      • 239. Disqualification order or undertaking; and reporting provisions

                                                                                                        (1) A disqualification order under section 243 (participation in wrongful trading) shall not be made after the end of the period of 2 years beginning with the day on which the company of which that person is or has been a director became insolvent.
                                                                                                        (2) If it appears to the Registrar that the conditions mentioned in section234(1) (disqualification undertakings: general) are satisfied as respects any person who has offered to give a disqualification undertaking, it may accept the undertaking if it appears to the Registrar that it is expedient in the public interest that it should do so (instead of making a disqualification order).
                                                                                                        (3) If it appears to the office-holder responsible under this section, that is to say—
                                                                                                        (a) in the case of a company which is being wound up, the liquidator or provisional liquidator,
                                                                                                        (b) in the case of a company which is in administration, the administrator, or
                                                                                                        (c) in the case of a company of which there is an administrative receiver, that receiver,
                                                                                                        that the conditions mentioned in section 238(1) (duty of Registrar to disqualify unfit directors of insolvent companies) are satisfied as respects a person who is or has been a director of that company, the office-holder shall forthwith report the matter to the Registrar.
                                                                                                        (4) The Registrar may require the liquidator, provisional liquidator, administrator or administrative receiver of a company, or the former liquidator, provisional liquidator, administrator or administrative receiver of a company—
                                                                                                        (a) to furnish him with such information with respect to any person's conduct as a director of the company, and
                                                                                                        (b) to produce and permit inspection of such books, papers and other records relevant to that person's conduct as such a director,
                                                                                                        as the Registrar may reasonably require for the purpose of determining whether to exercise, or of exercising, any of its functions under this section.

                                                                                                      • 240. Disqualification of persons unfit to be directors

                                                                                                        (1) The Registrar may make a disqualification order against a person who is, or has been, a director or shadow director of a company, where it is satisfied that his conduct in relation to the company makes him unfit to be concerned in the management of a company and it is in the public interest to make the order.
                                                                                                        (2) Where it appears to the Registrar that, in the case of a person who has offered to give a disqualification undertaking—
                                                                                                        (a) the conduct of the person in relation to a body corporate of which the person is or has been a director or shadow director makes him unfit to be concerned in the management of a company, and
                                                                                                        (b) it is in the public interest that he should accept the undertaking (instead of making a disqualification order),
                                                                                                        it may accept the undertaking.
                                                                                                        (3) The maximum period of disqualification under this section is 15 years.

                                                                                                      • 241. Variation etc. of disqualification undertaking

                                                                                                        The Registrar may, on the application of a person who is subject to a disqualification undertaking—

                                                                                                        (a) reduce the period for which the undertaking is to be in force, or
                                                                                                        (b) provide for it to cease to be in force.

                                                                                                      • 242. Matters for determining unfitness of directors

                                                                                                        (1) Where it falls to the Registrar to determine whether a person's conduct as a director of any particular company or companies makes him unfit to be concerned in the management of a company, the Registrar shall, as respects his conduct as a director of that company or, as the case may be, each of those companies, have regard in particular—
                                                                                                        (a) to the matters mentioned in Part I of Schedule 2 to these Regulations, and
                                                                                                        (b) where the company has become insolvent, to the matters mentioned in Part II of that Schedule,
                                                                                                        and references in that Schedule to the director and the company are to be read accordingly.
                                                                                                        (2) In determining whether it may accept a disqualification undertaking from any person the Registrar shall, as respects the person's conduct as a director of any company concerned, have regard in particular—
                                                                                                        (a) to the matters mentioned in Part I of Schedule 2 to these Regulations, and
                                                                                                        (b) where the company has become insolvent, to the matters mentioned in Part II of that Schedule,
                                                                                                        and references in that Schedule to the director and the company are to be read accordingly.
                                                                                                        (3) Section 238(2) applies for the purposes of this section and Schedule 2 as it applies for the purposes of section 238(duty of Registrar to disqualify unfit directors of insolvent companies) and 239 (disqualification order or undertaking; and reporting provisions) and in this section and that Schedule "director" includes a shadow director.
                                                                                                        (4) The Board may make rules modifying any of the provisions of Schedule 2, and such rules may contain such transitional provisions as may appear to the Board to be necessary or expedient.

                                                                                                      • 243. Participation in wrongful trading

                                                                                                        (1) Where the Court makes a declaration under Part 4 (protection of assets in liquidation and administration) of the Insolvency Regulations 2015 that a person is liable to make a contribution to a company's assets, the Registrar may, if it thinks fit, make a disqualification order against the person to whom the declaration relates.
                                                                                                        (2) The maximum period of disqualification under this section is 15 years.

                                                                                                      • 244. Penalties

                                                                                                        If a person acts in contravention of a disqualification order or disqualification undertaking, he shall be liable to a fine of up to level 5.

                                                                                                      • 245. Breach by a body corporate

                                                                                                        (1) Where a body corporate is acts in contravention of a disqualification order or disqualification undertaking, and it is proved that the contravention occurred with the consent or connivance of, or was attributable to any neglect on the part of any director, manager, secretary or other similar officer of the body corporate, or any person who was purporting to act in any such capacity he, as well as the body corporate, commits the contravention and is liable to be proceeded against and punished accordingly.
                                                                                                        (2) Where the affairs of a body corporate are managed by its members, subsection (1) applies in relation to the acts and defaults of a member in connection with his functions of management as if he were a director of the body corporate.

                                                                                                      • 246. Personal liability for company's debts where person acts while disqualified

                                                                                                        (1) A person is personally responsible for all the relevant debts of a company if at any time—
                                                                                                        (a) in contravention of a disqualification order or disqualification undertaking he is involved in the management of the company, or
                                                                                                        (b) as a person who is involved in the management of the company, he acts or is willing to act on instructions given without the permission of the Registrar by a person whom he knows at that time—
                                                                                                        (i) to be the subject of a disqualification order made or disqualification undertaking accepted under these Regulations, or
                                                                                                        (ii) to be an undischarged bankrupt.
                                                                                                        (2) Where a person is personally responsible under this section for the relevant debts of a company, he is jointly and severally liable in respect of those debts with the company and any other person who, whether under this section or otherwise, is so liable.
                                                                                                        (3) For the purposes of this section the relevant debts of a company are—
                                                                                                        (a) in relation to a person who is personally responsible under subsection (1)(a), such debts and other liabilities of the company as are incurred at a time when that person was involved in the management of the company, and
                                                                                                        (b) in relation to a person who is personally responsible under subsection(1)(b), such debts and other liabilities of the company as are incurred at a time when that person was acting or was willing to act on instructions given as mentioned in that subsection.
                                                                                                        (4) For the purposes of this section, a person is involved in the management of a company if he is a director of the company or if he is concerned, whether directly or indirectly, or takes part, in the management of the company.
                                                                                                        (5) For the purposes of this section a person who, as a person involved in the management of a company, has at any time acted on instructions given without the permission of the Registrar by a person whom he knew at that time—
                                                                                                        (a) to be the subject of a disqualification order made or disqualification undertaking accepted under these Regulations, or
                                                                                                        (b) to be an undischarged bankrupt,
                                                                                                        is presumed, unless the contrary is shown, to have been willing at any time thereafter to act on any instructions given by that person.

                                                                                                      • 247. Proposal to make disqualification order

                                                                                                        (1) If the Registrar proposes to make a disqualification order against a person, it must give him a warning notice.
                                                                                                        (2) A warning notice must state the period of disqualification under the proposed disqualification order.

                                                                                                      • 248. Decision notice

                                                                                                        (1) If the Registrar decides to make a disqualification order against a person, it must without delay give him a decision notice.
                                                                                                        (2) The decision notice must state the period of disqualification under the disqualification order.
                                                                                                        (3) If a Registrar decides to make a disqualification order against a person, that person may refer the matter to the Court.

                                                                                                      • 249. Statements of policy

                                                                                                        (1) The Registrar must prepare and issue a statement of its policy with respect to—
                                                                                                        (a) the making of disqualification orders under this Part; and
                                                                                                        (b) the acceptance of disqualification undertakings under this Part.
                                                                                                        (2) The Registrar may at any time alter or replace a statement issued by it under this section.
                                                                                                        (3) If a statement issued under this section is altered or replaced by the Registrar, the Registrar must issue the altered or replacement statement.
                                                                                                        (4) The Registrar must, without delay, give the Board a copy of any statement which it publishes under this section.
                                                                                                        (5) A statement issued under this section by the Registrar must be published by the Registrar in the way appearing to the Registrar to be best calculated to bring it to the attention of the public.
                                                                                                        (6) In exercising, or deciding whether to exercise its power under this Part, the Registrar must have regard to any statement published by it under this section and in force at the time when the conduct giving rise to the exercise of its power under this Part occurred.
                                                                                                        (7) The Registrar may charge a reasonable fee for providing a person with a copy of the statement.

                                                                                                      • 250. Statements of policy: procedure

                                                                                                        (1) Before the Registrar issues a statement under section 249 (statements of policy), the Registrar must publish a draft of the proposed statement in the way appearing to the Registrar to be best calculated to bring it to the attention of the public.
                                                                                                        (2) The draft must be accompanied by notice that representations about the proposal may be made to the Registrar within a specified time.
                                                                                                        (3) Before issuing the proposed statement, the Registrar must have regard to any representations made to it in accordance with subsection (2).
                                                                                                        (4) If the Registrar issues the proposed statement it must publish an account, in general terms, of—
                                                                                                        (a) the representations made to it in accordance with subsection (2); and
                                                                                                        (b) its response to them.
                                                                                                        (5) If the statement differs from the draft published under subsection (1) in a way which is, in the opinion of the Registrar, significant, the Registrar must (in addition to complying with subsection (4)) publish details of the difference.
                                                                                                        (6) The Registrar may charge a reasonable fee for providing a person with a copy of a draft published under subsection (1).
                                                                                                        (7) This section also applies to a proposal to alter or replace a statement.

                                                                                                      • 251. Warning notices

                                                                                                        (1) A warning notice must—
                                                                                                        (a) state the action which the Registrar proposes to take;
                                                                                                        (b) be in writing;
                                                                                                        (c) give reasons for the proposed action;
                                                                                                        (d) state whether section 257 (access to material) applies; and
                                                                                                        (e) if that section applies, describe its effect and state whether any secondary material exists to which the person receiving the notice must be allowed access under it.
                                                                                                        (2) A warning notice must specify a reasonable period (which may not be less than 14 days) within which the person to whom it is given may make representations to the Registrar.
                                                                                                        (3) The Registrar may extend the period specified in the notice.
                                                                                                        (4) The Registrar must then decide, within a reasonable period, whether to give the person receiving the warning notice a decision notice.

                                                                                                      • 252. Decision notices

                                                                                                        A decision notice must—

                                                                                                        (a) be in writing;
                                                                                                        (b) give the reasons of the Registrar for the decision to take the action to which the notice relates;
                                                                                                        (c) state whether section 257 (access to material) applies;
                                                                                                        (d) if that section applies, describe its effect and state whether any secondary material exists to which the person receiving the notice must be allowed access under it; and
                                                                                                        (e) give an indication of—
                                                                                                        (i) any right to have the matter referred to the Court which is given by these Regulations; and
                                                                                                        (ii) the procedure on such a reference.

                                                                                                      • 253. Notices of discontinuance

                                                                                                        (1) If the Registrar decides not to take—
                                                                                                        (a) the action proposed in a warning notice given by it, or
                                                                                                        (b) the action to which a decision notice given by it relates,
                                                                                                        it must give a notice of discontinuance to the person to whom the warning notice or decision notice was given.
                                                                                                        (2) A notice of discontinuance must identify the proceedings which are being discontinued.

                                                                                                      • 254. Appeals

                                                                                                        (1) A person may appeal to the Court from any decision of the Registrar to issue a decision notice to him under section 252 (decision notices).
                                                                                                        (2) If notice of appeal is given against a decision notice, the effect of the Registrar's notice is suspended.
                                                                                                        (3) On appeal the Court may (as the case may require) specify the terms of the final notice to be issued under section 255 (final notices), remit the matter to the Registrar or make any order or determination that the Registrar might have made.

                                                                                                      • 255. Final notices

                                                                                                        (1) If the Registrar has given a person a decision notice and the matter was not referred to the Court within 28 days, the Registrar must, on taking the action to which the decision notice relates, give such person and any person to whom the decision notice was copied a final notice.
                                                                                                        (2) If the Registrar has given a person a decision notice and the matter was referred to the Court within 28 days, the Registrar must, on taking action in accordance with any directions given by the Court give that person and any person to whom the decision notice was copied a notice required by subsection (3).
                                                                                                        (3) The notice required by this subsection is—
                                                                                                        (a) in a case where the Court has upheld an appeal against a decision notice, a discontinuation notice, and
                                                                                                        (b) in any other case, a final notice.
                                                                                                        (4) A final notice must state the period of disqualification under the disqualification order.

                                                                                                      • 256. Third party rights

                                                                                                        (1) If any of the reasons contained in a warning notice relates to a matter which—
                                                                                                        (a) identifies a person ("the third party") other than the person to whom the notice is given, and
                                                                                                        (b) in the opinion of the Registrar, is prejudicial to the third party,
                                                                                                        a copy of the notice must be given to the third party.
                                                                                                        (2) Subsection (1) does not require a copy to be given to the third party if the Registrar—
                                                                                                        (a) has given him a separate warning notice in relation to the same matter; or
                                                                                                        (b) gives him such a notice at the same time as it gives the warning notice which identifies him.
                                                                                                        (3) The notice copied to a third party under subsection (1) must specify a reasonable period (which may not be less than 14 days) within which he may make representations to the Registrar.
                                                                                                        (4) If any of the reasons contained in a decision notice to which this section applies relates to a matter which—
                                                                                                        (a) identifies a person ("the third party") other than the person to whom the decision notice is given, and
                                                                                                        (b) in the opinion of the Registrar, is prejudicial to the third party,
                                                                                                        a copy of the notice must be given to the third party.
                                                                                                        (5) If the decision notice was preceded by a warning notice, a copy of the decision notice must (unless it has been given under subsection (4)) be given to each person to whom the warning notice was copied.
                                                                                                        (6) Subsection (4) does not require a copy to be given to the third party if the Registrar—
                                                                                                        (a) has given him a separate decision notice in relation to the same matter; or
                                                                                                        (b) gives him such a notice at the same time as it gives the decision notice which identifies him.
                                                                                                        (7) Neither subsection (1) nor subsection (4) requires a copy of a notice to be given to a third party if the Registrar considers it impracticable to do so.
                                                                                                        (8) Subsections (9) to (11) apply if the person to whom a decision notice is given has a right to refer the matter to the Court.
                                                                                                        (9) A person to whom a copy of the notice is given under this section may refer to the Court—
                                                                                                        (a) the decision in question, so far as it is based on a reason of the kind mentioned in subsection (4); or
                                                                                                        (b) any opinion expressed by the Registrar in relation to him.
                                                                                                        (10) The copy must be accompanied by an indication of the third party's right to make a reference under subsection (9) and of the procedure on such a reference.
                                                                                                        (11) A person who alleges that a copy of the notice should have been given to him, but was not, may refer to the Court the alleged failure and—
                                                                                                        (a) the decision in question, so far as it is based on a reason of the kind mentioned in subsection (4); or
                                                                                                        (b) any opinion expressed by the Registrar in relation to him.
                                                                                                        (12) Section 257 (access to material) applies to a third party as it applies to the person to whom the notice to which this section applies was given, in so far as the material to which access must be given under that section relates to the matter which identifies the third party.
                                                                                                        (13) A copy of a notice given to a third party under this section must be accompanied by a description of the effect of section 257 (access to material) as it applies to him.
                                                                                                        (14) Any person to whom a warning notice or decision notice was copied under this section must be given a copy of a notice of discontinuance applicable to the proceedings to which the warning notice or decision notice related.

                                                                                                      • 257. Access to material

                                                                                                        (1) If the Registrar gives a person ("A") a warning notice or a decision notice, it must—
                                                                                                        (a) allow him access to the material on which it relied in taking the decision which gave rise to the obligation to give the notice;
                                                                                                        (b) allow him access to any secondary material which, in the Registrar's opinion, might undermine that decision.
                                                                                                        (2) But the Registrar does not have to allow A access to material under subsection (1) if the material is excluded material or it—
                                                                                                        (a) relates to a case involving a person other than A; and
                                                                                                        (b) was taken into account by the Registrar in A's case only for purposes of comparison with other cases.
                                                                                                        (3) The Registrar may refuse A access to particular material which it would otherwise have to allow him access to if, in its opinion, allowing him access to the material—
                                                                                                        (a) would not be in the public interest; or
                                                                                                        (b) would not be fair, having regard to—
                                                                                                        (i) the likely significance of the material to A in relation to the matter in respect of which he has been given a notice; and
                                                                                                        (ii) the potential prejudice to the commercial interests of a person other than A which would be caused by the material's disclosure.
                                                                                                        (4) If the Registrar does not allow A access to material because it is excluded material consisting of a protected item, it must give A written notice of—
                                                                                                        (a) the existence of the protected item; and
                                                                                                        (b) the Registrar's decision not to allow him access to it.
                                                                                                        (5) If the Registrar refuses under subsection (3) to allow A access to material, it must give him written notice of—
                                                                                                        (a) the refusal; and
                                                                                                        (b) the reasons for it.
                                                                                                        (6) "Secondary material" means material, other than material falling within subsection (1)(a) which—
                                                                                                        (a) was considered by the Registrar in reaching the decision mentioned in that subsection; or
                                                                                                        (b) was obtained by the Registrar in connection with the matter to which that notice relates but which was not considered by it in reaching that decision.
                                                                                                        (7) "Excluded material" means material which is a protected item (as defined in section 260 (protected items).

                                                                                                      • 258. The Registrar's procedures

                                                                                                        (1) The Registrar must determine the procedure that it proposes to follow in relation to a decision which gives rise to an obligation for it to give a warning notice or decision notice.
                                                                                                        (2) That procedure must be designed to secure, among other things, that a decision falling within subsection (1) is taken—
                                                                                                        (a) by a person not directly involved in establishing the evidence on which the decision is based, or
                                                                                                        (b) by 2 or more persons who include a person not directly involved in establishing that evidence.
                                                                                                        (3) The Registrar must issue a statement of its procedure.
                                                                                                        (4) The statement must be published in the way appearing to the Registrar to be best calculated to bring the statement to the attention of the public.
                                                                                                        (5) The Registrar may charge a reasonable fee for providing a person with a copy of the statement.
                                                                                                        (6) The Registrar must, without delay, give the Board a copy of the statement.
                                                                                                        (7) When the Registrar gives a warning notice or decision notice, the Registrar must follow its stated procedure.
                                                                                                        (8) If the Registrar changes its procedure in a material way, it must publish a revised statement.
                                                                                                        (9) The Registrar's failure in a particular case to follow its procedure as set out in the latest published statement does not affect the validity of a notice given in that case.
                                                                                                        (10) But subsection (9) does not prevent the Court from taking into account any such failure in considering a matter referred to it.

                                                                                                      • 259. Statements under section 258: consultation

                                                                                                        (1) Before issuing a statement of its procedure under section 258 (the Registrar's procedures), the Registrar must publish a draft of the proposed statement in the way appearing to it to be best calculated to bring the draft to the attention of the public.
                                                                                                        (2) The draft must be accompanied by notice that representations about the proposal may be made to the Registrar within a specified time.
                                                                                                        (3) Before the Registrar issues the proposed statement of its procedure, it must have regard to any representations made to it in accordance with subsection (2).
                                                                                                        (4) If the Registrar issues the proposed statement of its procedure, it must publish an account, in general terms, of—
                                                                                                        (a) the representations made to it in accordance with subsection (2); and
                                                                                                        (b) its response to them.
                                                                                                        (5) If the statement of the Registrar's procedure differs from the draft published by it under subsection (1) in a way which is, in its opinion, significant, it must (in addition to complying with subsection (4)) publish details of the difference.
                                                                                                        (6) The Registrar may charge a reasonable fee for providing a person with a copy of the draft published under subsection (1).
                                                                                                        (7) This section also applies to a proposal to revise a statement of policy.

                                                                                                      • 260. Protected items

                                                                                                        (1) A person may not be required under these Regulations to produce, disclose or permit the inspection of protected items.
                                                                                                        (2) "Protected items" means—
                                                                                                        (a) communications between a professional legal adviser and his client or any person representing his client which fall within subsection (3);
                                                                                                        (b) communications between a professional legal adviser, his client or any person representing his client and any other person which fall within subsection (3) (as a result of subsection(3)(b));
                                                                                                        (c) items which—
                                                                                                        (i) are enclosed with, or referred to in, such communications;
                                                                                                        (ii) fall within subsection (3); and
                                                                                                        (iii) are in the possession of a person entitled to possession of them.
                                                                                                        (3) A communication or item falls within this subsection if it is made—
                                                                                                        (a) in connection with the giving of legal advice to the client; or
                                                                                                        (b) in connection with, or in contemplation of, legal proceedings and for the purposes of those proceedings.
                                                                                                        (4) A communication or item is not a protected item if it is held with the intention of furthering a criminal purpose.

                                                                                                      • 261. Register of disqualification orders and undertakings

                                                                                                        (1) The Registrar shall maintain a register of disqualification orders made under these Regulations, and of cases in which permission is granted by the Registrar for a person subject to a disqualification order to do any thing which otherwise the order prohibits him from doing.
                                                                                                        (2) The Registrar must include in the register such particulars as it considers appropriate of—
                                                                                                        (a) disqualification undertakings accepted by him under sections239 (disqualification order or undertaking; and reporting provisions) and 240 (disqualification of persons unfit to be directors),
                                                                                                        (b) cases in which permission is granted by the Registrar for a person subject to such an undertaking to do anything which otherwise the undertaking prohibits him from doing.
                                                                                                        (3) When an order or undertaking of which entry is made in the register ceases to be in force, the Registrar shall delete the entry from the register and all particulars relating to it which have been furnished to it under this section or any previous corresponding provision and, in the case of a disqualification undertaking, any other particulars it has included in the register.
                                                                                                        (4) The register shall be open to inspection on payment of such fee as may be specified by the Board in rules made under this section.

                                                                                                      • 262. Admissibility in evidence of statements

                                                                                                        In any proceedings (whether or not under these Regulations), any statement made in pursuance of a requirement imposed by or under these Regulations, or by or under rules made for the purposes of these Regulations under the Insolvency Regulations 2015, may be used in evidence against any person making or concurring in making the statement.

                                                                                                    • CHAPTER 10 CHAPTER 10 COMPANY DIRECTORS: NON-ABU DHABI GLOBAL MARKET DISQUALIFICATION ETC.

                                                                                                      • Introductory

                                                                                                        • 263. Persons subject to non-Abu Dhabi Global Market restrictions

                                                                                                          (1) This section defines what is meant by references in this Chapter to a person being subject to foreign restrictions.
                                                                                                          (2) A person is subject to non-Abu Dhabi Global Market restrictions if under the laws of the United Arab Emirates as applicable outside of the Abu Dhabi Global Market, or of a country or territory outside the Abu Dhabi Global Market—
                                                                                                          (a) he is, by reason of misconduct or unfitness, disqualified to any extent from acting in connection with the affairs of a non-ADGM company,
                                                                                                          (b) he is, by reason of misconduct or unfitness, required—
                                                                                                          (i) to obtain permission from a Court or other authority, or
                                                                                                          (ii) to meet any other condition,
                                                                                                          before acting in connection with the affairs of a non-ADGM company, or
                                                                                                          (c) he has, by reason of misconduct or unfitness, given undertakings to a Court or other authority of a country or territory outside the Abu Dhabi Global Market—
                                                                                                          (i) not to act in connection with the affairs of a non-ADGM company, or
                                                                                                          (ii) restricting the extent to which, or the way in which, he may do so.
                                                                                                          (3) The references in subsection (2) to acting in connection with the affairs of a non-ADGM company are to doing any of the following—
                                                                                                          (a) being a director of a company,
                                                                                                          (b) acting as receiver of a company's property, or
                                                                                                          (c) being concerned or taking part in the promotion, formation or management of a company.
                                                                                                          (4) In this section—
                                                                                                          (a) "non-ADGM company" has the meaning given to that term in section 1028 (minor definitions: general), and
                                                                                                          (b) in relation to such a non-ADGM company—

                                                                                                          "director" means the holder of an office corresponding to that of director of a company incorporated under these Regulations, and

                                                                                                          "receiver" includes any corresponding officer under the law of that country or territory.

                                                                                                      • Power to disqualify

                                                                                                        • 264. Disqualification of persons subject to non-Abu Dhabi Global Market restrictions

                                                                                                          (1) The Board may make rules disqualifying a person subject to non-Abu Dhabi Global Market restrictions from—
                                                                                                          (a) being a director of a company,
                                                                                                          (b) acting as receiver of a company's property, or
                                                                                                          (c) in any way, whether directly or indirectly, being concerned or taking part in the promotion, formation or management of a company.
                                                                                                          (2) The rules may provide that a person subject to non-Abu Dhabi Global Market restrictions—
                                                                                                          (a) is disqualified automatically by virtue of the rules, or
                                                                                                          (b) may be disqualified by order made by the Registrar.
                                                                                                          (3) The rules may provide that the Registrar may accept an undertaking (a "disqualification undertaking") from a person subject to non-Abu Dhabi Global Market restrictions that he will not do anything which would be in breach of a disqualification under subsection (1).
                                                                                                          (4) In this Part—
                                                                                                          (a) a "person disqualified under this Part" is a person—
                                                                                                          (i) disqualified as mentioned in subsection (2)(a) or (b), or
                                                                                                          (ii) who has given and is subject to a disqualification undertaking,
                                                                                                          (b) references to a breach of a disqualification include a breach of a disqualification undertaking.
                                                                                                          (5) The rules may provide for applications to the Registrar by persons disqualified under this Part for permission to act in a way which would otherwise be in breach of the disqualification.
                                                                                                          (6) The rules must provide that a person ceases to be disqualified under this Part on his ceasing to be subject to non-Abu Dhabi Global Market restrictions.

                                                                                                        • 265. Disqualification rules: supplementary

                                                                                                          (1) Rules made under section 264 (disqualification of persons subject to non-Abu Dhabi Global Market restrictions) may make different provision for different cases and may in particular distinguish between cases by reference to—
                                                                                                          (a) the conduct on the basis of which the person became subject to non-Abu Dhabi Global Market restrictions,
                                                                                                          (b) the nature of the non-Abu Dhabi Global Market restrictions,
                                                                                                          (c) the country or territory under whose law the non-Abu Dhabi Global Market restrictions were imposed.
                                                                                                          (2) Rules made under section 264 (5) (provision for applications to the Registrar)—
                                                                                                          (a) must specify the grounds on which an application may be made,
                                                                                                          (b) may specify factors to which the Registrar shall have regard in determining an application.
                                                                                                          (3) The rules may, in particular, require the Registrar to have regard to the following factors—
                                                                                                          (a) whether the conduct on the basis of which the person became subject to non-Abu Dhabi Global Market restrictions would, if done in relation to a company, have led the Registrar to make a disqualification order pursuant to law or regulation applicable in the Abu Dhabi Global Market,
                                                                                                          (b) in a case in which the conduct on the basis of which the person became subject to non-Abu Dhabi Global Market restrictions would not be unlawful if done in relation to a company, the fact that the person acted unlawfully under non-Abu Dhabi Global Market law,
                                                                                                          (c) whether the person's activities in relation to companies began after he became subject to non-Abu Dhabi Global Market restrictions, or
                                                                                                          (d) whether the person's activities (or proposed activities) in relation to companies are undertaken (or are proposed to be undertaken) outside the Abu Dhabi Global Market.
                                                                                                          (4) Rules made under section 264(3) (provision as to undertakings given to the Registrar) may include provision allowing the Registrar, in determining whether to accept an undertaking, to take into account matters other than criminal convictions notwithstanding that the person may be liable in respect of those matters.

                                                                                                        • 266. Contravention of breach of disqualification

                                                                                                          (1) Rules made under section 264 (disqualification of persons subject to non-Abu Dhabi Global Market restrictions) may provide that a person disqualified under this Part who acts in breach of the disqualification is in contravention of these Regulations.
                                                                                                          (2) A person who commits the contravention referred to in subsection (1) is liable to a fine up to level 5.

                                                                                                      • Power to make persons liable for company's debts

                                                                                                        • 267. Personal liability for debts of company

                                                                                                          (1) The Board may make rules providing that a person who, at a time when he is subject to non-Abu Dhabi Global Market restrictions—
                                                                                                          (a) is a director of a company, or
                                                                                                          (b) is involved in the management of a company,
                                                                                                          is personally responsible for all debts and other liabilities of the company incurred during that time.
                                                                                                          (2) A person who is personally responsible by virtue of this section for debts and other liabilities of a company is jointly and severally liable in respect of those debts and liabilities with—
                                                                                                          (a) the company, and
                                                                                                          (b) any other person who (whether by virtue of this section or otherwise) is so liable.
                                                                                                          (3) For the purposes of this section a person is involved in the management of a company if he is concerned, whether directly or indirectly, or takes part, in the management of the company.
                                                                                                          (4) Rules made under this section may make different provision for different cases and may in particular distinguish between cases by reference to—
                                                                                                          (a) the conduct on the basis of which the person became subject to non-Abu Dhabi Global Market restrictions,
                                                                                                          (b) the nature of the non-Abu Dhabi Global Market restrictions,
                                                                                                          (c) the country or territory under whose law the non-Abu Dhabi Global Market restrictions were imposed.

                                                                                                      • Power to require statements to be sent to the Registrar of companies

                                                                                                        • 268. Statements from persons subject to non-Abu Dhabi Global Market restrictions

                                                                                                          (1) The Board may make rules requiring a person who—
                                                                                                          (a) is subject to non-Abu Dhabi Global Market restrictions, and
                                                                                                          (b) is not disqualified under this Part,
                                                                                                          to send a statement to the Registrar if he does anything that, if done by a person disqualified under this Part, would be in breach of the disqualification.
                                                                                                          (2) The statement must include such information as may be specified in the rules relating to—
                                                                                                          (a) the person's activities in relation to companies, and
                                                                                                          (b) the non-Abu Dhabi Global Market restrictions to which the person is subject.
                                                                                                          (3) The statement must be sent to the Registrar within such period as may be specified in the rules.
                                                                                                          (4) The rules may make different provision for different cases and may in particular distinguish between cases by reference to—
                                                                                                          (a) the conduct on the basis of which the person became subject to non-Abu Dhabi Global Market restrictions,
                                                                                                          (b) the nature of the non-Abu Dhabi Global Market restrictions,
                                                                                                          (c) the country or territory under whose law the non-Abu Dhabi Global Market restrictions were imposed.

                                                                                                        • 269. Statements: whether to be made public

                                                                                                          (1) Rules made under section 268 (statements from a person subject to non-Abu Dhabi Global Market restrictions) may provide that a statement sent to the Registrar under such rules is to be treated as a record subject to enhanced disclosure requirements for the purposes of section952 (documents subject to enhanced disclosure requirements).
                                                                                                          (2) The rules may make provision as to the circumstances in which such a statement is to be, or may be—
                                                                                                          (a) withheld from public inspection, or
                                                                                                          (b) removed from the register.
                                                                                                          (3) The rules may, in particular, provide that a statement is not to be withheld from public inspection or removed from the register unless the person to whom it relates provides such information, and satisfies such other conditions, as may be specified.

                                                                                                        • 270. Contraventions

                                                                                                          (1) Rules made under section 268 (statements from a person subject to non-Abu Dhabi Global Market restrictions) may provide that it is a contravention o f these Regulations for a person—
                                                                                                          (a) to fail to comply with a requirement under the rules to send a statement to the Registrar,
                                                                                                          (b) knowingly or recklessly to send a statement under the rules to the Registrar that is misleading, false or deceptive in a material particular.
                                                                                                          (2) The rules may provide that a person who commits the contravention referred to in subsection (1)(a) is liable to a fine of up to level 5.
                                                                                                          (3) The rules may provide that a person who commits the contravention referred to in subsection (1)(b) is liable to a fine of up to level 8.

                                                                                                    • CHAPTER 11 CHAPTER 11 SUPPLEMENTARY PROVISIONS

                                                                                                      • Provision for employees on cessation or transfer of business

                                                                                                        • 271. Power to make provision for employees on cessation or transfer of business

                                                                                                          (1) The powers of the directors of a company include (if they would not otherwise do so) power to make provision for the benefit of persons employed or formerly employed by the company, or any of its subsidiaries, in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the company or that subsidiary.
                                                                                                          (2) This power is exercisable notwithstanding the general duty imposed by section 162 (duty to promote the success of the company).
                                                                                                          (3) In the case of a company that is a charity it is exercisable notwithstanding any restrictions on the directors' powers (or the company's capacity) flowing from the objects of the company.
                                                                                                          (4) The power may only be exercised if sanctioned—
                                                                                                          (a) by a resolution of the company, or
                                                                                                          (b) by a resolution of the directors,
                                                                                                          in accordance with the following provisions.
                                                                                                          (5) A resolution of the directors—
                                                                                                          (a) must be authorised by the company's articles, and
                                                                                                          (b) is not sufficient sanction for payments to or for the benefit of directors, former directors or shadow directors.
                                                                                                          (6) Any other requirements of the company's articles as to the exercise of the power conferred by this section must be complied with.
                                                                                                          (7) Any payment under this section must be made—
                                                                                                          (a) before the commencement of any winding up of the company, and
                                                                                                          (b) out of profits of the company that are available for dividend.

                                                                                                      • Records of meetings of directors

                                                                                                        • 272. Minutes of directors' meetings

                                                                                                          (1) Every company must cause minutes of all proceedings at meetings of its directors to be recorded.
                                                                                                          (2) The records must be kept for at least ten years from the date of the meeting.
                                                                                                          (3) If a company fails to comply with this section, a contravention of these Regulations is committed by every officer of the company who is in default.
                                                                                                          (4) A person who commits the contravention referred to in subsection (3) shall be liable to a level 3 fine.

                                                                                                        • 273. Minutes as evidence

                                                                                                          (1) Minutes recorded in accordance with section 272 (minutes of directors' meetings), if purporting to be authenticated by the chairman of the meeting or by the chairman of the next directors' meeting, are evidence of the proceedings at the meeting.
                                                                                                          (2) Where minutes have been made in accordance with that section of the proceedings of a meeting of directors, then, until the contrary is proved—
                                                                                                          (a) the meeting is deemed duly held and convened,
                                                                                                          (b) all proceedings at the meeting are deemed to have duly taken place, and
                                                                                                          (c) all appointments at the meeting are deemed valid.

                                                                                                        • 274. Persons connected with a director

                                                                                                          (1) This section defines what is meant by references in this Part to a person being "connected" with a director of a company (or a director being "connected" with a person).
                                                                                                          (2) The following persons (and only those persons) are connected with a director of a company—
                                                                                                          (a) members of the director's family (see section 275 (members of a director's family)),
                                                                                                          (b) a body corporate with which the director is connected (as defined in section 276 (director "connected with" a body corporate)),
                                                                                                          (c) a person acting in his capacity as trustee of a trust—
                                                                                                          (i) the beneficiaries of which include the director or a person who by virtue of subsection(2)(a) or (b) is connected with him, or
                                                                                                          (ii) the terms of which confer a power on the trustees that may be exercised for the benefit of the director or any such person,
                                                                                                          other than a trust for the purposes of an employees' share scheme or a pension scheme,
                                                                                                          (d) a person acting in his capacity as partner—
                                                                                                          (i) of the director, or
                                                                                                          (ii) of a person who, by virtue of subsection (2)(a), (b) or (c), is connected with that director,
                                                                                                          (e) a firm that is a legal person under the law by which it is governed and in which—
                                                                                                          (i) the director is a partner,
                                                                                                          (ii) a partner is a person who, by virtue of subsection (2)(a), (b) or (c) is connected with the director, or
                                                                                                          (iii) a partner is a firm in which the director is a partner or in which there is a partner who, by virtue of subsection (2)(a), (b) or (c), is connected with the director.
                                                                                                          (3) References in this Part to a person connected with a director of a company do not include a person who is himself a director of the company.

                                                                                                        • 275. Members of a director's family

                                                                                                          (1) This section defines what is meant by references in this Part to members of a director's family.
                                                                                                          (2) For the purposes of this Part the members of a director's family are—
                                                                                                          (a) the director's spouse,
                                                                                                          (b) the director's children or step-children,
                                                                                                          (c) the director's parents.

                                                                                                        • 276. Director "connected with" a body corporate

                                                                                                          (1) This section defines what is meant by references in this Part to a director being "connected with" a body corporate.
                                                                                                          (2) A director is connected with a body corporate if, but only if, he and the persons connected with him together—
                                                                                                          (a) are interested in shares comprised in the equity share capital of that body corporate equal in value to at least 20% of that share capital, or
                                                                                                          (b) are entitled to exercise or control the exercise of more than 20% of the voting power at any general meeting of that body.
                                                                                                          (3) The rules set out in Schedule 1 (references to interest in shares or debentures) apply for the purposes of this section.
                                                                                                          (4) References in this section to voting power the exercise of which is controlled by a director include voting power whose exercise is controlled by a body corporate controlled by him.
                                                                                                          (5) Shares in a company held as treasury shares, and any voting rights attached to such shares, are disregarded for the purposes of this section.
                                                                                                          (6) For the avoidance of circularity in the application of section 274 (persons connected with a director)—
                                                                                                          (a) a body corporate with which a director is connected is not treated for the purposes of this section as connected with him unless it is also connected with him by virtue of subsection (2)(c) or (d) of that section (connection as trustee or partner), and
                                                                                                          (b) a trustee of a trust the beneficiaries of which include (or may include) a body corporate with which a director is connected is not treated for the purposes of this section as connected with a director by reason only of that fact.

                                                                                                        • 277. Director "controlling" a body corporate

                                                                                                          (1) This section defines what is meant by references in this Part to a director "controlling" a body corporate.
                                                                                                          (2) A director of a company is taken to control a body corporate if, but only if—
                                                                                                          (a) he or any person connected with him—
                                                                                                          (i) is interested in any part of the equity share capital of that body, or
                                                                                                          (ii) is entitled to exercise or control the exercise of any part of the voting power at any general meeting of that body, and
                                                                                                          (b) he, the persons connected with him and the other directors of that company, together—
                                                                                                          (i) are interested in more than 50% of that share capital, or
                                                                                                          (ii) are entitled to exercise or control the exercise of more than 50% of that voting power.
                                                                                                          (3) The rules set out in Schedule 1 (references to interest in shares or debentures) apply for the purposes of this section.
                                                                                                          (4) References in this section to voting power the exercise of which is controlled by a director include voting power whose exercise is controlled by a body corporate controlled by him.
                                                                                                          (5) Shares in a company held as treasury shares, and any voting rights attached to such shares, are disregarded for the purposes of this section.
                                                                                                          (6) For the avoidance of circularity in the application of section 274 (persons connected with a director)—
                                                                                                          (a) a body corporate with which a director is connected is not treated for the purposes of this section as connected with him unless it is also connected with him by virtue of subsection (2)(c) or (d) of that section (connection as trustee or partner), and
                                                                                                          (b) a trustee of a trust the beneficiaries of which include (or may include) a body corporate with which a director is connected is not treated for the purposes of this section as connected with a director by reason only of that fact.

                                                                                                        • 278. Associated bodies corporate

                                                                                                          For the purposes of this Part—

                                                                                                          (a) bodies corporate are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate, and
                                                                                                          (b) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.

                                                                                                        • 279. References to company's constitution

                                                                                                          (1) References in this Part to a company's constitution include—
                                                                                                          (a) any resolution or other decision come to in accordance with the constitution, and
                                                                                                          (b) any decision by the members of the company, or a class of members, that is treated by virtue of any rule of law applicable in the Abu Dhabi Global Market as equivalent to a decision by the company.
                                                                                                          (2) This is in addition to the matters mentioned insection 15 (a company's constitution).

                                                                                                        • 280. Power to increase financial limits

                                                                                                          If the Board makes rules substituting any sum of money specified in this Part for a larger sum specified in those rules, those rules do not have effect in relation to anything done or not done before they come into force.

                                                                                                          Accordingly, proceedings in respect of any liability incurred before that time may be continued or instituted as if those rules had not been made.

                                                                                                        • 281. Transactions under foreign law

                                                                                                          For the purposes of this Part it is immaterial whether the law that (apart from these Regulations) governs an arrangement or transaction is the law of the Abu Dhabi Global Market or not.

                                                                                                  • PART 11 PART 11 DERIVATIVE CLAIMS AND PROCEEDINGS BY MEMBERS

                                                                                                    • 11. Specific conditions of licence - other economic activities: healthcare

                                                                                                      (1) This Rule sets out the conditions for an applicant to carry on other economic activities, where the applicant intends to carry on any of the following activities: provision of health services, including the practice of medicine and dentistry, operation of hospitals, clinics, care homes, nursing homes and other establishments providing health or social care services, and any other activity related to healthcare governed by any Federal Law having application in the Abu Dhabi Global Market which requires the performance of the activity to be subject to licensing, authorisation or approval.
                                                                                                      (2) The applicant must—
                                                                                                      (a) be licensed or authorised by an approved healthcare regulatory body to carry on activities of the kind which the applicant intends to carry on in the Abu Dhabi Global Market;
                                                                                                      (b) at all times maintain such licence or authorisation;
                                                                                                      (c) ensure that any obligation imposed from time to time upon him or his connected persons by or under any enactment (including the Regulations and these Rules), any other law applicable in the Abu Dhabi Global Market and any law applicable outside the Abu Dhabi Global Market to which he is subject, are complied with; and
                                                                                                      (d) at all times put in place suitable arrangements to ensure that he will comply with the obligations referred to in paragraph (2)(c).
                                                                                                      (3) The applicant and any connected person must not be subject to any of the following events—
                                                                                                      (a) imprisonment or any other penalty in criminal proceedings;
                                                                                                      (b) becoming and continuing to be unable to attend to the business of the applicant; and
                                                                                                      (c) abandonment of his business in the Abu Dhabi Global Market.
                                                                                                      (4) The applicant must comply with any other conditions and requirements specified in writing by the Registrar from time to time.

                                                                                                      • CHAPTER 1 CHAPTER 1 DERIVATIVE CLAIMS

                                                                                                        • 282. Derivative claims

                                                                                                          (1) This Chapter applies to proceedings by a member of a company—
                                                                                                          (a) in respect of a cause of action vested in the company, and
                                                                                                          (b) seeking relief on behalf of the company.
                                                                                                          This is referred to in this Chapter as a "derivative claim".
                                                                                                          (2) A derivative claim may only be brought—
                                                                                                          (a) under this Chapter, or
                                                                                                          (b) in pursuance of an order of the Court in proceedings under Part 28.
                                                                                                          (3) A derivative claim under this Chapter may be brought only by:
                                                                                                          (a) a member holding 5% or more of the share capital of the company, or
                                                                                                          (b) a member with the written consent of members holding together with the first mentioned member 5% or more of the share capital of the company
                                                                                                          (an "eligible member") in respect of a cause of action arising from an actual or proposed act or omission involving negligence, default, breach of duty or breach of trust by a director of the company.

                                                                                                          The cause of action may be against the director or another person (or both).
                                                                                                          (4) It is immaterial whether the cause of action arose before or after the person seeking to bring or continue the derivative claim became an eligible member of the company.
                                                                                                          (5) For the purposes of this Chapter—
                                                                                                          (a) "director" includes a former director,
                                                                                                          (b) a shadow director is treated as a director, and
                                                                                                          (c) references to a member of a company include a person who is not a member but to whom shares in the company have been transferred or transmitted by operation of law.

                                                                                                        • 283. Application for permission to continue derivative claim

                                                                                                          (1) An eligible member of a company who brings a derivative claim under this Chapter must apply to the Court for permission to continue it.
                                                                                                          (2) If it appears to the Court that the application and the evidence filed by the applicant in support of it do not disclose a prima facie case for giving permission, the Court—
                                                                                                          (a) must dismiss the application, and
                                                                                                          (b) may make any consequential order it considers appropriate.
                                                                                                          (3) If the application is not dismissed under subsection (2), the Court—
                                                                                                          (a) may give directions as to the evidence to be provided by the company, and
                                                                                                          (b) may adjourn the proceedings to enable the evidence to be obtained.
                                                                                                          (4) On hearing the application, the Court may—
                                                                                                          (a) give permission to continue the claim on such terms as it thinks fit,
                                                                                                          (b) refuse permission and dismiss the claim, or
                                                                                                          (c) adjourn the proceedings on the application and give such directions as it thinks fit.

                                                                                                        • 284. Application for permission to continue claim as a derivative claim

                                                                                                          (1) This section applies where—
                                                                                                          (a) a company has brought a claim, and
                                                                                                          (b) the cause of action on which the claim is based could be pursued as a derivative claim under this Chapter.
                                                                                                          (2) An eligible member of the company may apply to the Court for permission to continue the claim as a derivative claim on the ground that—
                                                                                                          (a) the manner in which the company commenced or continued the claim amounts to an abuse of the process of the Court,
                                                                                                          (b) the company has failed to prosecute the claim diligently, and
                                                                                                          (c) it is appropriate for the member to continue the claim as a derivative claim.
                                                                                                          (3) If it appears to the Court that the application and the evidence filed by the applicant in support of it do not disclose a prima facie case for giving permission, the Court—
                                                                                                          (a) must dismiss the application, and
                                                                                                          (b) may make any consequential order it considers appropriate.
                                                                                                          (4) If the application is not dismissed under subsection (3), the Court—
                                                                                                          (a) may give directions as to the evidence to be provided by the company, and
                                                                                                          (b) may adjourn the proceedings to enable the evidence to be obtained.
                                                                                                          (5) On hearing the application, the Court may—
                                                                                                          (a) give permission to continue the claim as a derivative claim on such terms as it thinks fit,
                                                                                                          (b) refuse permission and dismiss the application, or
                                                                                                          (c) adjourn the proceedings on the application and give such directions as it thinks fit.

                                                                                                        • 285. Whether permission to be given

                                                                                                          (1) The following provisions have effect where a member of a company applies for permission under section 283 (application for permission to continue derivative claim) or 284 (application for permission to continue claim as a derivative claim).
                                                                                                          (2) Permission must be refused if the Court is satisfied—
                                                                                                          (a) that a person acting in accordance with section 162 (duty to promote the success of the company) would not seek to continue the claim, or
                                                                                                          (b) where the cause of action arises from an act or omission that is yet to occur, that the act or omission has been authorised by the company, or
                                                                                                          (c) where the cause of action arises from an act or omission that has already occurred, that the act or omission—
                                                                                                          (i) was authorised by the company before it occurred, or
                                                                                                          (ii) has been ratified by the company since it occurred.
                                                                                                          (3) In considering whether to give permission the Court must take into account, in particular—
                                                                                                          (a) whether the eligible member is acting in good faith in seeking to continue the claim,
                                                                                                          (b) the importance that a person acting in accordance with section 162 (duty to promote the success of the company) would attach to continuing it,
                                                                                                          (c) where the cause of action results from an act or omission that is yet to occur, whether the act or omission could be, and in the circumstances would be likely to be—
                                                                                                          (i) authorised by the company before it occurs, or
                                                                                                          (ii) ratified by the company after it occurs,
                                                                                                          (d) where the cause of action arises from an act or omission that has already occurred, whether the act or omission could be, and in the circumstances would be likely to be, ratified by the company,
                                                                                                          (e) whether the company has decided not to pursue the claim,
                                                                                                          (f) whether the act or omission in respect of which the claim is brought gives rise to a cause of action that the member could pursue in his own right rather than on behalf of the company.
                                                                                                          (4) In considering whether to give permission the Court shall have particular regard to any evidence before it as to the views of members of the company who have no personal interest, direct or indirect, in the matter.

                                                                                                        • 286. Application for permission to continue derivative claim brought by another eligible member

                                                                                                          (1) This section applies where an eligible member of a company ("the claimant")—
                                                                                                          (a) has brought a derivative claim,
                                                                                                          (b) has continued as a derivative claim a claim brought by the company, or
                                                                                                          (c) has continued a derivative claim under this section.
                                                                                                          (2) Another eligible member of the company ("the applicant") may apply to the Court for permission to continue the claim on the ground that—
                                                                                                          (a) the manner in which the proceedings have been commenced or continued by the claimant amounts to an abuse of the process of the Court,
                                                                                                          (b) the claimant has failed to prosecute the claim diligently, and
                                                                                                          (c) it is appropriate for the applicant to continue the