• Formalities Of Doing Business Under The Law Of The Abu Dhabi Global Market

    • 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.

    • 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.