• 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.
      (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.
      (4) The certificate of incorporation shall comply with the provisions of section 940 (Form and right to certificate of incorporation).

    • 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 section 109(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.