• Part 1 Part 1 – Introduction

    • Guidance overview and application

      1.1 This guidance provides an overview of voluntary liquidations under ADGM’s insolvency legal framework, the ADGM Insolvency Regulations 2015. The Guide also provides information about the documents that must be delivered to the Registration Authority as part of a voluntary liquidation and the process.
      1.2 This guidance does not cover other types of insolvency proceedings available under ADGM’s insolvency legal framework, such as compulsory winding up, receivership, and administration.
      1.3 The guidance applies to ADGM incorporated public and private limited companies, limited liability partnerships (LLPs) and limited partnerships with legal personality (LPs). For ease of reference, the term ‘Company’ is used throughout this guidance to refer to ADGM incorporated companies, LLPs and LPs, unless specifically stated otherwise.
      1.4 This guidance is issued under section 28 of the Commercial Licensing Regulations 2015 (CLR 2015).

    • Legal framework

      1.5 The relevant ADGM legislation regarding the dissolution of Companies is the:
      a) ADGM Companies Regulations 2020 (CR 2020); and
      b) ADGM Insolvency Regulations 2015 (IR 2015).
      1.6 This guidance provides information on voluntary liquidations and therefore should be read in conjunction with the IR 2015 specifically, as the guidance will not be able to tell you everything about a voluntary liquidation.
      1.7 ADGM’s Regulations and Rules are available on the ADGM website by following this link (https://en.adgm.thomsonreuters.com/).

    • Insolvency proceedings

      1.8 Insolvency proceedings are formal measures taken to deal with Company debt. There are a number of different types of Company insolvency proceedings available under ADGM’s legal framework. It is important to note that not all companies involved in insolvency proceedings are insolvent.

    • ADGM Companies can be dissolved without insolvency proceedings

      1.9 ADGM’s CR 2020 provides an alternative Company dissolution process called voluntary strike off, as well as a power for the Registrar to strike Companies off the register. Both of these processes are outlined as follows.

    • Voluntary Strike Off

      1.10 Voluntary strike off is the process of dissolving a Company at the Company’s request, pursuant to CR 2020. There are two methods of voluntary strike off available under CR 2020:
      a) voluntary strike off by company with notice to members - this is informally referred to as an “ordinary” strike off, or
      b) voluntary strike off by company supported by a prescribed statement - this is informally referred to as a “simplified” strike off.
      1.11 There are various eligibility requirements that must be satisfied for a Company to apply for either type of voluntary strike off. For example, in the three months prior to making an application, a Company must not have traded or carried on business.
      1.12 Where a satisfactory application is submitted to the Registrar, the Registrar will issue a public notice of the Company’s intention to be struck off. If the Registrar does not receive any claims against the company at the end of the public notice period, the Company’s name is struck off the register and the Company is dissolved.
      1.13 A liquidator or insolvency practitioner is not required to complete this process. However, voluntary strike off is not an alternative to formal insolvency proceedings.

    • Further Information

      After reading this guidance, if you require further information or clarification on voluntary liquidation, please email the ADGM Registration Authority at: ra@adgm.com